SEC Form 10-Q filed by DT Midstream Inc.

4/30/25 1:57:22 PM ET

Natural Gas Distribution

Utilities

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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	(71)		(98)
Distributions from equity method investees	18		28
Contributions to equity method investees	(1)		(1)


Net cash and cash equivalents used for investing activities	(54)		(71)
Financing Activities


Borrowings under the Revolving Credit Facility	35		50
Repayment of borrowings under the Revolving Credit Facility	(120)		(160)


Distributions to noncontrolling interests	(4)		(4)
Contributions from noncontrolling interests	2		—
Dividends paid on common stock	(75)		(67)
Other financing activities	(16)		(4)
Net cash and cash equivalents used for financing activities	(178)		(185)
Net Increase (Decrease) in Cash and Cash Equivalents	15		(15)
Cash and Cash Equivalents at Beginning of Period	68		56
Cash and Cash Equivalents at End of Period	$	83	$	41

Supplemental disclosure of cash information
Cash paid for (received from):
Interest, net of interest capitalized	$	—	$	10
Income taxes, net of refunds received	(2)		2
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accrued liabilities	$	48	$	60

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)


				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Common Stock
	Shares	Amount										Total
	(dollars in millions, shares in thousands)
Balance, December 31, 2024	101,325	$	1	$	3,911	$	723	$	(8)	$	139	$	4,766
Net Income	—	—		—		108		—		3		111
Dividends declared on common stock ($0.820 per common share)	—	—		—		(83)		—		—		(83)
Contributions from noncontrolling interests	—	—		—		—		—		2		2
Distributions to noncontrolling interests	—	—		—		—		—		(4)		(4)
Stock-based compensation	266	—		(10)		(1)		—		—		(11)

Other comprehensive income, net of tax	—	—		—		—		1		—		1
Balance, March 31, 2025	101,591	$	1	$	3,901	$	747	$	(7)	$	140	$	4,782


				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Common Stock
	Shares	Amount										Total
	(dollars in millions, shares in thousands)
Balance, December 31, 2023	96,971	$	1	$	3,485	$	661	$	(8)	$	141	$	4,280
Net Income	—	—		—		97		—		3		100
Dividends declared on common stock ($0.735 per common share)	—	—		—		(71)		—		—		(71)
Distributions to noncontrolling interests	—	—		—		—		—		(4)		(4)
Stock-based compensation	138	—		2		(1)		—		—		1

Balance, March 31, 2024	97,109	$	1	$	3,487	$	686	$	(8)	$	140	$	4,306

See Notes to Consolidated Financial Statements (Unaudited)

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 — DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

DT Midstream is an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through two segments: (i) Pipeline, which includes interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines including related treatment plants and compression and surface facilities, and (ii) Gathering, which includes gathering systems, related treatment plants, and compression and surface facilities. Our Pipeline segment also includes joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three

FERC-regulated interstate natural gas transmission pipelines. See Note 12, "Acquisition" to the Consolidated Financial Statements.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin, and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.

Basis of Presentation

The Consolidated Financial Statements and Notes to Consolidated Financial Statements are prepared under GAAP.

These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates. We believe the assumptions underlying these financial statements are reasonable.

In our opinion, the accompanying unaudited Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, necessary to present a fair statement of our financial position as of March 31, 2025, results of operations for the three months ended March 31, 2025 and 2024, statement of changes in stockholders' equity for the three months ended March 31, 2025 and 2024, and cash flows for the three months ended March 31, 2025 and 2024. The Consolidated Statement of Financial Position as of December 31, 2024 was derived from audited annual financial statements but does not include all disclosures required by GAAP. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2025. The Consolidated Financial Statements should be read in conjunction with DT Midstream's Consolidated Financial Statements and Notes to Consolidated Financial Statements included in DT Midstream's 2024 Annual Report on Form 10-K.

Cash Management

Our sources of liquidity include cash generated from operations and available borrowings under our Revolving Credit Facility.

Principles of Consolidation

We consolidate all majority-owned subsidiaries and investments in entities in which we have a controlling influence. Non-controlled investments are accounted for using the equity method of accounting when we are able to significantly influence the operating policies of the investee. When we do not influence the operating policies of an investee, the equity investment is measured at fair value, if readily determinable, or if not readily determinable, at cost less impairment, if applicable. We eliminate all intercompany balances and transactions.

We evaluate whether an entity is a VIE whenever reconsideration events occur. We consolidate VIEs for which we are the primary beneficiary. When assessing the determination of the primary beneficiary, we consider all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. We perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

We own an 85% interest in the Stonewall VIE and are the primary beneficiary, therefore Stonewall is consolidated. We own a 50% interest in the South Romeo VIE and are the primary beneficiary, therefore South Romeo is consolidated.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the major line items in the Consolidated Statements of Financial Position for consolidated VIEs as of March 31, 2025 and December 31, 2024. All assets and liabilities of a consolidated VIE are included in the table when it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. The assets and liabilities of consolidated VIEs that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIEs' obligations have been excluded from the table below.


	March 31,		December 31,

	2025		2024
	(millions)
ASSETS (a)
Cash	$	24	$	17
Accounts receivable	10		11
Other current assets	2		2
Intangible assets, net	465		468
Property, plant and equipment, net	403		391
Goodwill	25		25
	$	929	$	914

LIABILITIES (a)
Accounts payable and other current liabilities	$	13	$	5
Other noncurrent liabilities	3		3
	$	16	$	8

_____________________________________

(a)Amounts shown are 100% of the consolidated VIEs' assets and liabilities.

Related Parties

Transactions between DT Midstream and our equity method investees have been presented as related party transactions in the accompanying Consolidated Financial Statements.

Equity Method Investments

Non-controlled investments are accounted for using the equity method of accounting when we are able to significantly influence the operating policies of the investee. Under the equity method of accounting, investments are recorded at historical cost as an asset and adjusted for capital contributions, dividends and distributions received, and our share of the investee's earnings or losses, which are recorded as earnings from equity method investees on the Consolidated Statements of Operations. Equity method investments and related activity are included in the Pipeline segment.

Our equity method investments are periodically evaluated for certain factors that may be indicative of other-than-temporary impairment. As of March 31, 2025 and December 31, 2024, our carrying amounts of investments in equity method investees exceeded our share of the underlying equity in the net assets of the investees by $332 million and $336 million, respectively. The difference will be amortized over the life of the underlying assets. As of both March 31, 2025 and December 31, 2024, our consolidated retained earnings balance did not have undistributed earnings from equity method investments. We use the cumulative earnings approach to classify proceeds received from equity method investees as dividends or distributions on the Consolidated Statements of Cash Flows.

Earnings from equity method investees include:



	Three Months Ended
	March 31,
	2025		2024
	(millions)
NEXUS	$	15	$	16
Vector	12		11
Millennium	10		19
Total earnings from equity method investees	$	37	$	46

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Equity method investees are described below:


	Investments As of				% Owned As of
	March 31,		December 31,		March 31,	December 31,

Equity Method Investee	2025		2024		2025	2024


	(millions)
NEXUS	$	884	$	880	50%	50%
Vector	134		134		40%	40%
Millennium	268		283		52.5%	52.5%
Total investments in equity method investees	$	1,286	$	1,297

The following table presents summarized financial information of our non-consolidated equity method investees. The amounts included below represent 100% of the results of continuing operations of such entities, including the portion owned by other parties.

Summarized income statement data is as follows:



		March 31,
			2025		2024
	(millions)
Operating revenues			$	209	$	214
Operating expenses			95		94
Net Income			$	85	$	103

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid money market investments with remaining maturities of three months or less, when purchased. Cash equivalents are stated at cost, which approximates fair value.

Financing Receivables

Financing receivables are primarily composed of trade accounts receivable and notes receivable, which are stated at net realizable value.

We regularly monitor the credit quality of our financing receivables by reviewing counterparty credit quality indicators and monitoring for triggering events, such as a credit rating downgrade or bankruptcy. We have three internal grades of credit quality, with internal grade 1 as the lowest risk and internal grade 3 as the highest risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through March 31, 2025. As of March 31, 2025, the notes receivable — related party of $4 million, which originated prior to 2021, was classified as internal grade 1. There are no notes receivable on nonaccrual status and no past due financing receivables as of March 31, 2025.

For trade accounts receivable, the customer allowance for expected credit loss is calculated based on specific review of future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, historical loss rates, customer trends and other relevant factors that may affect our ability to collect are also considered. Receivables are written off on a specific identification basis and determined based on the particular circumstances of the associated receivable. Uncollectible expense (recovery) was zero for each of the three months ended March 31, 2025 and 2024.

Our collections on accounts receivable from customers are current, and no material rate of historical loss was noted, which resulted in no allowance for expected credit loss as of March 31, 2025 or December 31, 2024. Any balance would be shown as a deduction from the respective financing receivable's balance in the Consolidated Statements of Financial Position.

Operation and Maintenance

Operation and maintenance is primarily comprised of costs for labor and employee benefits, outside services, materials, compression, purchased natural gas, operating lease costs, office costs, and other operating and maintenance costs.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Property, Plant, and Equipment

Property is stated at cost and includes construction-related labor, materials, overhead and capitalized interest. Property for FERC-regulated entities includes equity AFUDC. Equity AFUDC represents the capitalization of the estimated average cost of equity during construction projects and is recorded as a credit to allowance for funds used during construction in our Consolidated Statements of Operations. Expenditures for maintenance and repairs are charged to expense when incurred. Property, plant and equipment is depreciated over its estimated useful life using the straight-line method.

Regulated assets are accounted for under ASC 980, which in some cases requires that the cost of regulated property retired or sold, plus removal costs, less salvage, be charged to accumulated depreciation. For regulated assets, depreciation studies to assess the estimated useful lives of the asset are typically conducted as part of rate proceedings or tariff filings. Changes in economic lives, if applicable, are implemented prospectively as of the approved effective date. Our regulated properties are depreciated using the straight-line method based on composite depreciation rates applied to functional groups of properties with similar economic lives.

Lessor Accounting

A lease exists when we have provided other parties with the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain time period and consideration received. The right to control is deemed to occur when we have provided other parties with the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets. All of our leases are classified as operating leases. Lease income is recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant contract. Lease income is reported in Operating revenues in our Consolidated Statements of Operations.

Other Significant Accounting Policies


Footnote						Title
Note 1						Equity Method Investments

Note 8						Fair Value


Note 13						Regulation

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments improve transparency of income tax disclosure requirements, primarily through enhanced disclosures of rate reconciliation and income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We continue to evaluate the impact of this standard's adoption on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. The amendments require enhanced disclosures of specified costs and expenses included in significant expense captions in the income statement, including purchases of inventory, employee compensation, depreciation, amortization, and other key amounts. The FASB subsequently issued ASU No. 2025-01 in January 2025 to clarify the effective date of ASU No. 2024-03. The amendments are effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this standard's adoption on our Consolidated Financial Statements.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 4 — REVENUE

Disaggregation of Revenue

The following is a summary of revenues disaggregated by segment:


	Three Months Ended
	March 31,
	2025		2024
	(millions)
Pipeline (a)	$	169	$	107
Gathering	134		133

Total operating revenues	$	303	$	240

__________________________________

(a) Includes income outside the scope of ASC 606 primarily related to contracts accounted for as leases of $21 million and $2 million for the three months ended March 31, 2025 and 2024, respectively. The lease income increased for the three months ended March 31, 2025 from the operating lease obtained as part of the Midwest Pipeline Acquisition.

Nature of Services

We primarily provide two types of revenue services: firm service and interruptible service.

Firm service revenue contracts provide for fixed revenue commitments regardless of actual volumes of natural gas that flow, which leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations. Firm service revenue contracts are typically long-term and structured using fixed demand charges or MVCs with fixed deficiency fee rates. Contracts structured using fixed demand charges contain a performance obligation of a stand-ready series of distinct services that are substantially the same with the same pattern of transfer to the customer, therefore revenue is recognized ratably over time. Contracts structured using MVCs with fixed deficiency fee rates require customers to transport or store a minimum volume of natural gas over a specified time period. If a customer fails to meet its MVCs for the specified time period, the contract consideration includes a fixed rate for the actual volumes gathered, transported or stored, and a deficiency fee for the shortfall between the MVCs and the actual volumes gathered, transported, or stored. If a customer exceeds its MVC for the specified time period, the contract consideration is based on fixed rates for the actual volumes gathered, transported, or stored. The contract consideration is allocated to each distinct monthly performance obligation, consistent with the allocation objective and based upon the level of effort required to satisfy the service obligation. Revenues are generally recognized over time based on the output measure of natural gas volumes gathered, transported, or stored, with the recognition of the deficiency fee revenue in the period when it is known the customer cannot make up the deficient volumes in the specified time period.

Interruptible service revenue contracts typically contain fixed rates, with total consideration dependent on actual natural gas volumes that flow. Interruptible service revenues are recognized over time based on the output measure of natural gas volumes gathered, transported, or stored. Certain of our gathering contracts allow for the recovery of production-related operating expenses, which are offsetting in revenue and operating expense.

Contract Liabilities

The following is a summary of contract liability activity:


	2025
	(millions)
Balance as of January 1	$	153
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period	11
Revenue recognized that was included in the balance at the beginning of the period	$	(9)

Balance as of March 31	$	155

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Contract liabilities generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied. Contract liabilities associated with these services are recognized upon delivery of the service to the customer.

The following table presents contract liability amounts as of March 31, 2025 that are expected to be recognized as revenue in future periods:


	(millions)
Remainder of 2025	$	15
2026	19
2027	18
2028	17
2029	17
2030 and thereafter	69
Total	$	155

Transaction Price Allocated to the Remaining Performance Obligations

In accordance with optional exemptions available under ASC 606, we do not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which the amount of revenue recognized depends upon our invoices for actual volumes gathered, transported, or stored, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Such contracts consist of various types of performance obligations, including providing midstream services. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related contract consideration is variable at the contract inception. Contract lengths vary from cancellable to multi-year.

The following table presents revenue amounts related to fixed consideration associated with unsatisfied performance obligations as of March 31, 2025 that are expected to be recognized as revenue in future periods:


	(millions)
Remainder of 2025	$	210
2026	243
2027	243
2028	196
2029	163
2030 and thereafter	359
Total	$	1,414

Costs to Obtain or Fulfill a Contract

We recognize an asset from the costs incurred to obtain a revenue contract only if we expect to recover those costs. In addition, the costs to fulfill a revenue contract are capitalized if the costs are specifically identifiable to a revenue contract, would result in enhancing resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. These capitalized costs are amortized on a systematic basis consistent with the pattern of transfer of the services to which such costs relate.

As of March 31, 2025 and December 31, 2024, we had capitalized costs to obtain or fulfill a contract of $17 million and $18 million, respectively, which are included in other current assets and other noncurrent assets in the accompanying Consolidated Statements of Financial Position. During the three months ended March 31, 2025 and 2024 we recognized less than $1 million of amortization expense related to such capitalized costs.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 5 — GOODWILL

We have goodwill that resulted from business combinations. The carrying value of goodwill is evaluated for impairment on an annual basis or whenever events or circumstances indicate that the value of goodwill may be impaired. We performed our prior year annual impairment test as of October 1, 2024 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed. No additions, impairments or other changes occurred during the three months ended March 31, 2025.

The following is the summary of the carrying value of goodwill:



	March 31,		December 31,
	2025		2024
	(millions)
Pipeline	$	356	$	356
Gathering	420		420
Total goodwill	$	776	$	776

While we believe the estimates and assumptions in the estimated fair value are reasonable, the actual results may differ from projections. To the extent projected results or cash flows are revised downward, the reporting unit may be required to write down all or a portion of its goodwill, which would adversely impact our earnings.

NOTE 6 — EARNINGS PER SHARE AND DIVIDENDS

Basic earnings per share is calculated by dividing net income attributable to DT Midstream by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares, using the treasury stock method. Restricted stock units and performance share awards, including dividend equivalents on those grants, are potentially dilutive and, if dilutive, are included in the determination of weighted-average shares outstanding. Restricted stock units and performance share awards do not receive cash dividends, as such, these awards are not considered participating securities.

The following is a reconciliation of basic and diluted earnings per share:


	Three Months Ended
	March 31,
	2025		2024
	(millions, except per share amounts)
Basic and Diluted Earnings per Common Share
Net Income Attributable to DT Midstream	$	108	$	97
Average number of common shares outstanding — basic	101.4		97.0

Incremental shares attributable to:
Average dilutive restricted stock units and performance share awards	1.1		0.7
Average number of common shares outstanding — diluted	102.5		97.7

Basic Earnings per Common Share	$	1.07	$	1.00
Diluted Earnings per Common Share	$	1.06	$	0.99

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

We declared the following cash dividends:


Dividends Declared	Dividend Amount				Dividend Payment Date
(quarter ended)	(per-share)		(millions)





2024
March 31	$	0.735	$	71	April 2024
June 30	$	0.735	$	71	July 2024
September 30	$	0.735	$	71	October 2024
December 31	$	0.735	$	75	January 2025
2025
March 31	$	0.820	$	83	April 2025

NOTE 7 — INCOME TAXES

Effective Tax Rates

We record income taxes during the interim period using an estimated annual effective tax rate and recognize specific events discretely as they occur.

The interim period effective tax rate of DT Midstream was 24% for both of the three months ended March 31, 2025 and 2024.

The difference between the interim period effective tax rates and federal statutory rate of 21% is primarily related to state income taxes.

NOTE 8 — FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. We make certain assumptions we believe that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. We believe we use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.

Significant Accounting Policy – Fair Value

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. We classify fair value balances based on the fair value hierarchy defined as follows:

•Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access as of the reporting date.

•Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the assets or liabilities or indirectly observable through corroboration with observable market data.

•Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments:


	March 31, 2025								December 31, 2024
	Carrying		Fair Value						Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3
	(millions)
Cash equivalents (a)	$	28	$	—	$	28	$	—	$	—	$	—	$	—	$	—
Long-term notes receivable — related party	4		—		—		4		4		—		—		4
Short-term borrowings (a)	65		—		65		—		150		—		150		—
Long-term debt (b)	$	3,320	$	—	$	3,166	$	—	$	3,319	$	—	$	3,136	$	—

______________________________________

(a)Short-term borrowings and money market cash equivalents are stated at cost, which approximates fair value.

(b)Carrying value represents principal of $3.4 billion, net of unamortized debt discounts and issuance costs.

On December 31, 2024, we closed on the Midwest Pipeline Acquisition, and assets acquired and liabilities assumed were measured at estimated fair value. See Note 12, "Acquisition" to the Consolidated Financial Statements.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 9 — DEBT

Long-Term Debt

The following is a summary of long-term debt:


			Maturity	March 31,		December 31,
Title	Type	Interest Rate	Date	2025		2024
				(millions)
2029 Notes	Senior Notes (a)	4.125%	2029	$	1,100	$	1,100
2031 Notes	Senior Notes (a)	4.375%	2031	1,000		1,000
2032 Notes	Senior Secured Notes (b)	4.300%	2032	600		600
2034 Notes	Senior Secured Notes (a)	5.800%	2034	650		650
Long-term debt principal				3,350		3,350
Unamortized debt discount				(1)		(1)
Unamortized debt issuance costs				(29)		(30)

Long-term debt, net				$	3,320	$	3,319

______________________________

(a) Interest payable semi-annually in arrears each June 15 and December 15.

(b) Interest payable semi-annually in arrears each April 15 and October 15.

Short-Term Credit Arrangements and Borrowings

The following table presents the availability under the Revolving Credit Facility:


	March 31,
	2025
	(millions)
Total availability
Revolving Credit Facility, expiring December 2029	$	1,000
Amounts outstanding
Revolving Credit Facility borrowings (a)	65
Letters of credit	16
	81
Net availability	$	919

______________________________

(a) The weighted average interest rate for Revolving Credit Facility borrowings outstanding was 5.68% as of March 31, 2025.

Borrowings under the Revolving Credit Facility, if any, are used for general corporate purposes, acquisitions, and letter of credit issuances to support our operations and liquidity. Revolving Credit Facility issuance and amendment costs, net of amortization, of $7 million as of both March 31, 2025 and December 31, 2024, are included in other noncurrent assets in our Consolidated Statements of Financial Position and are being amortized over the remaining term of the Revolving Credit Facility.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

The Credit Agreement covering the Revolving Credit Facility includes financial covenants that we must maintain. These covenants restrict the ability of DT Midstream and our subsidiaries to incur additional indebtedness and guarantee indebtedness, create or incur liens, engage in mergers, consolidations, liquidations or dissolutions, sell, transfer or otherwise dispose of assets, make investments, acquisitions, loans or advances, pay dividends and distributions or repurchase capital stock, prepay, redeem or repurchase certain junior indebtedness, enter into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream or the ability of DT Midstream and our restricted subsidiaries to incur liens on assets and enter into certain transactions with affiliates. The Revolving Credit Facility requires maintenance of (i) a maximum consolidated net leverage ratio of 5 to 1 (except, that the Company may elect to temporarily step up the maximum consolidated net leverage ratio to 5.5 to 1 for a period of up to three fiscal quarters after the consummation of an acquisition or investment involving consideration exceeding $50 million), and (ii) a minimum interest coverage ratio of no less than 2.5 to 1. The consolidated net leverage ratio means the ratio of net debt determined in accordance with GAAP to annual consolidated EBITDA, as defined in the Credit Agreement. The interest coverage ratio means the ratio of annual consolidated EBITDA to annual interest expense, as defined in the Credit Agreement. The Credit Agreement definition of annual consolidated EBITDA excludes EBITDA from equity method investees, but includes dividends and distributions from equity method investees. As of March 31, 2025, the consolidated net leverage ratio and the interest coverage ratio were 2.3 to 1 and 9.0 to 1, respectively, and we were in compliance with these financial covenants.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

From time to time, we are subject to legal, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that we can estimate and are considered probable of loss. The amount or range of reasonably possible losses is not anticipated to, either individually or in the aggregate, materially adversely affect our business, financial condition and results of operations.

Guarantees

In certain limited circumstances, we enter into contractual guarantees. We may guarantee another entity's obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. We did not have any guarantees of other parties' obligations as of March 31, 2025.

Surety Bonds

In certain limited circumstances, we enter into contracts that require us to obtain external surety bonds to secure our payment and performance. We agree to indemnify the issuers of these surety bonds for amounts, if any, paid by them under these agreements. In the event that any surety bonds are called for non-performance, we would be obligated to reimburse the issuer of the surety bond. In February 2025, certain surety bonds valued at $21 million were terminated. The maximum potential indemnification under our surety bond agreements as of March 31, 2025 is $13 million.

Vector Line of Credit

We are the lender under a revolving term credit facility to Vector, the borrower, in the amount of CAD $70 million. The credit facility was executed in response to the passage of Canadian regulations requiring oil and gas pipelines to demonstrate their financial ability to respond to a catastrophic event and exists for the sole purpose of satisfying these regulations. Vector may only draw upon the facility if the funds are required to respond to a catastrophic event. The maximum potential payout as of March 31, 2025 is USD $49 million. The funding of a loan under the terms of the revolving term credit facility is considered remote.

Clean Fuels Gathering Contingent Payments

A gas supply agreement at Clean Fuels Gathering requires contingent payments from DT Midstream of up to $34 million upon the completion of certain milestones, including cumulative production and income tax credits, and variable payments under a sharing mechanism that could be material. As of March 31, 2025, one milestone had been achieved related to verification of gas production volumes and $10 million was recorded as a long-term prepaid asset in other assets in DT Midstream's Consolidated Statements of Financial Position. During the three months ended March 31, 2025, $6 million was paid and $4 million remained in accounts payable in DT Midstream's Consolidated Statements of Financial Position as of March 31, 2025.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Contingent Liability

In order to comply with certain state environmental regulations, we have an obligation to restore pipeline right-of-way slope failures that may arise in the ordinary course of business in the Utica and Marcellus formations. We completed evaluations of all locations, which were prioritized based on the severity and proximity of the slope failures, and used updated cost information to assess the adequacy of the estimate for the contingent liability accrual. As of both March 31, 2025 and December 31, 2024, we had accrued contingent liabilities of $3 million for future slope restoration expenditures. The accrual is included in other current liabilities and other liabilities in the Consolidated Statements of Financial Position. While restoration is ongoing, we believe the accrued amounts are sufficient to cover estimated future expenditures.

NOTE 11 — SEGMENT AND RELATED INFORMATION

We set strategic goals, allocate resources, and evaluate performance based on the following two segments: Pipeline and Gathering.

The Pipeline segment owns and operates interstate and intrastate natural gas pipelines, storage systems, and natural gas gathering lateral pipelines. The Pipeline segment also has interests in equity method investees that own and operate interstate natural gas pipelines. The segment is engaged in the transportation and storage of natural gas for intermediate and end user customers. The Midwest Pipeline Acquisition assets and results of operations after the December 31, 2024 acquisition date are presented in our Pipeline segment.

The Gathering segment owns and operates gas gathering systems. The segment is engaged in collecting natural gas from points at or near customers’ wells for delivery to plants for treating, to gathering pipelines for further gathering, or to pipelines for transportation, as well as associated ancillary services, including compression, dehydration, gas treatment, water impoundment, water transportation, water disposal, and sand mining. The Clean Fuels Gathering assets and results of operations after the July 1, 2024 acquisition date are presented in our Gathering segment.

Inter-segment billing for goods and services exchanged between segments is based upon contracted prices of the provider. Inter-segment billings were not significant for the three months ended March 31, 2025 and 2024.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Financial data for our business segments follows:


	Three Months Ended March 31, 2025
	Pipeline		Gathering		Total Reportable Segments		Eliminations		Total Consolidated
	(millions)
Revenues
Operating revenues	$	169	$	134	$	303	$	—	$	303
Operating Expenses
Operation and maintenance	32		46		78		—		78
Depreciation and amortization	28		35		63		—		63
Taxes other than income	9		5		14		—		14

Other (Income) and Deductions
Interest expense	13		27		40		—		40
Interest income	(1)		—		(1)		—		(1)
Earnings from equity method investees	(37)		—		(37)		—		(37)


Income tax expense	30		5		35		—		35
Less: Net Income Attributable to Noncontrolling Interests	3		—		3		—		3
Net Income Attributable to DT Midstream	$	92	$	16	$	108	$	—	$	108

Capital expenditures	$	24	$	47	$	71	$	—	$	71

	March 31, 2025
Investments in equity method investees	$	1,286	$	—	$	1,286	$	—	$	1,286
Total Assets	$	5,267	$	4,665	$	9,932	$	—	$	9,932


	Three Months Ended March 31, 2024
	Pipeline		Gathering		Total Reportable Segments		Eliminations		Total Consolidated
	(millions)
Revenues
Operating revenues	$	107	$	133	$	240	$	—	$	240
Operating Expenses
Operation and maintenance	16		38		54		—		54
Depreciation and amortization	18		32		50		—		50
Taxes other than income	6		6		12		—		12

Other (Income) and Deductions
Interest expense	13		27		40		—		40
Interest income	(1)		—		(1)		—		(1)
Earnings from equity method investees	(46)		—		(46)		—		(46)


Income tax expense	24		7		31		—		31
Less: Net Income Attributable to Noncontrolling Interests	3		—		3		—		3
Net Income Attributable to DT Midstream	$	74	$	23	$	97	$	—	$	97

Capital expenditures	$	21	$	77	$	98	$	—	$	98

	December 31, 2024
Investments in equity method investees	$	1,297	$	—	$	1,297	$	—	$	1,297
Total Assets	$	5,274	$	4,661	$	9,935	$	—	$	9,935

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 12 — ACQUISITION

Midwest Pipeline Acquisition

On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated interstate natural gas transmission pipelines from ONEOK for a preliminary purchase price of $1.2 billion, which is subject to certain customary purchase price adjustments. Under the terms of the agreement, DT Midstream acquired 100% operating ownership in Guardian, Midwestern and Viking.

The cash consideration provided for the assets acquired was approximately $1.2 billion. The acquisition was accounted for using the acquisition method of accounting for business combinations. Assets acquired and liabilities assumed were measured at estimated fair value at the acquisition date. The FERC-regulated pipelines are subject to rate making and cost recovery provisions and are accounted for under ASC 980 guidance as discussed in Note 13, "Regulatory Matters" to the Consolidated Financial Statements. As such, the fair value of assets acquired and liabilities assumed subject to these provisions approximates their regulated basis, and therefore no fair value adjustments were reflected related to these amounts.

The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately $11 million as of the acquisition date. The excess purchase price over the fair value of net assets acquired and liabilities assumed was classified as goodwill.

The preliminary allocation of the purchase price is based on estimated fair values of the assets acquired and liabilities assumed at the date of acquisition, December 31, 2024, and as such, the values assigned may be adjusted as additional information becomes available. These adjustments could result in changes to the amounts recognized in the consolidated financial statements, including potential adjustments to goodwill. The allocation of the purchase price is preliminary until the contractual post-closing adjustments are finalized and the acquired entities' audited 2024 FERC financial statements are issued.

NOTE 13 — REGULATORY MATTERS

Significant Accounting Policy – Regulation

Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of the FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) charged to and collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980 for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. During the rate-making process, FERC sets the framework for what we can charge to and collect from our customers for our services and establish the manner that our costs are accounted for, including allowing us to defer recognition of certain costs and permitting cost recovery through rates over time as opposed to expensing such costs as incurred. Examples include costs for fuel and losses, contributions in aid of construction, charges for depreciation, gains or losses on disposition of assets and deferral of tax benefits related to changes in tax rates.

Regulatory Assets and Liabilities

Under ASC 980, our regulated operations are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities and may require the write-off of the portion of any regulatory asset or liability that is no longer probable of recovery through regulated rates. Actions by regulatory authorities could also have an effect on the amounts we charge to and collect from our customers. Any difference in the amounts recoverable or deferred is recorded as income or expense at the time of regulatory action.

Continued applicability of regulatory accounting treatment requires that rates be designed to recover specific costs of providing regulated services and be charged to and collected from customers. We believe that currently available facts support the continued use of regulatory accounting and that all regulatory assets and liabilities are recoverable or refundable in the current regulatory environment. Regulatory assets are included in Other Assets – Other on our Consolidated Statements of Financial Position.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Rate Case Settlements

The settlement dates for the most recent FERC rate proceedings for Guardian, Midwestern and Viking were February 15, 2023, May 3, 2022 and July 31, 2024, respectively. As of March 31, 2025, there were no open FERC proceedings for these pipelines.

NOTE 14 — SUBSEQUENT EVENT

Dividend Declaration

On April 30, 2025, we announced that our Board of Directors declared a quarterly dividend of $0.82 per share of common stock. The dividend is payable to our stockholders of record as of June 16, 2025 and is expected to be paid on July 15, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements and notes thereto, which are included in the DT Midstream 2024 Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the midstream industry and our business and financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors."

OVERVIEW

Our Business

We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets. On

December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission

pipelines. See Note 12, "Acquisition" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.

We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, local distribution companies, electric power generators, industrials, and national marketers.

STRATEGY

Our principal business objective is to safely and reliably operate and develop natural gas assets across our premier footprint. Our proven leadership and highly engaged employees have an excellent track record. Prospectively, we intend to continue this track record by executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Additionally, we intend to develop low carbon business opportunities and deploy GHG reducing technologies as part of our goal of being leading environmental stewards in the midstream industry. We are executing on a plan to achieve net zero carbon emissions by 2050.

Our strategy is premised on the following principles:

•operate our assets in a sustainable and responsible manner;

•provide exceptional service to our customers;

•disciplined capital deployment in assets supported by strong fundamentals;

•capitalize on asset integration and utilization opportunities;

•pursue economically attractive opportunities; and

•grow cash flows supported by long-term firm revenue contracts.

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP. The following sections discuss the operating performance and future outlook of our segments. Segment information includes intercompany revenues and expenses, as well as other income and deductions that are eliminated in the Consolidated Financial Statements.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2025 to the three months ended December 31, 2024, and the three months ended March 31, 2025 to the three months ended March 31, 2024, as applicable. The following table summarizes our consolidated financial results:



		Three Months Ended
		March 31,		December 31,		March 31,
		2025		2024		2024
	(millions, except per share amounts)
Operating revenues		$	303	$	249	$	240
Net Income Attributable to DT Midstream		108		73		97
Diluted Earnings per Common Share		$	1.06	$	0.73	$	0.99



		Three Months Ended
		March 31,		December 31,		March 31,
		2025		2024		2024
	(millions)
Net Income Attributable to DT Midstream
Pipeline		$	92	$	60	$	74
Gathering		16		13		23
Total		$	108	$	73	$	97

Pipeline

The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines including related treatment plants and compression and surface facilities. This segment also includes our equity method investments. The Midwest Pipeline Acquisition assets and results of operations after the December 31, 2024 acquisition date are presented in our Pipeline segment. Pipeline results and outlook are discussed below:


	Three Months Ended
	March 31,		December 31,		March 31,
	2025		2024		2024
	(millions)
Operating revenues	$	169	$	115	$	107
Operation and maintenance	32		20		16
Depreciation and amortization	28		19		18
Taxes other than income	9		6		6

Operating Income	100		70		67
Interest expense	13		10		13
Interest income	(1)		(3)		(1)
Earnings from equity method investees	(37)		(37)		(46)
Loss from financing activities	—		1		—
Other expense	—		1		—
Income tax expense	30		35		24
Net Income	95		63		77
Less: Net Income Attributable to Noncontrolling Interests	3		3		3
Net Income Attributable to DT Midstream	$	92	$	60	$	74

Operating revenues increased $54 million compared to the three months ended December 31, 2024 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition. Operating revenues increased $62 million compared to the three months ended March 31, 2024 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition and new LEAP long-term firm service revenue contracts.

Operation and maintenance expense increased $12 million compared to the three months ended December 31, 2024 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition and the impact of a change in segment mix on corporate overhead allocated to the Pipeline segment. Operation and maintenance expense increased $16 million compared to the three months ended March 31, 2024 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition, production-related operating expenses from the LEAP expansion, and the impact of a change in segment mix on corporate overhead allocated to the Pipeline segment.

Depreciation and amortization expense increased $9 million compared to the three months ended December 31, 2024 primarily due to the Midwest Pipeline Acquisition. Depreciation and amortization expense increased $10 million compared to the three months ended March 31, 2024 primarily due to the Midwest Pipeline Acquisition.

Taxes other than income increased $3 million compared to the three months ended December 31, 2024 primarily due to the Midwest Pipeline Acquisition. Taxes other than income increased $3 million compared to the three months ended March 31, 2024 primarily due to the Midwest Pipeline Acquisition.

Interest expense increased $3 million compared to the three months ended December 31, 2024 primarily due to a full quarter of interest related to the 2034 Notes and higher borrowings under the Revolving Credit Facility, partially offset by lower Bridge Facility interest than in 2024. Interest expense was unchanged compared to the three months ended March 31, 2024 primarily due to a full quarter of interest related to the 2034 Notes offset by repayment of the Term Loan Facility during 2024.

Earnings from equity method investees decreased $9 million compared to the three months ended March 31, 2024 primarily due to higher interest expense from senior unsecured notes issued in the third quarter of 2024 at Millennium.

Income tax expense decreased $5 million compared to the three months ended December 31, 2024 primarily due to deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation in the fourth quarter of 2024, partially offset by higher income before income taxes. Income tax expense increased $6 million compared to the three months ended March 31, 2024 primarily due to higher income before income taxes.

Pipeline Outlook

We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include expansion opportunities on the DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.

Gathering

The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. The Clean Fuels Gathering assets and results of operations after the July 1, 2024 acquisition date are presented in our Gathering segment. Gathering results and outlook are discussed below:


	Three Months Ended
	March 31,		December 31,		March 31,
	2025		2024		2024
	(millions)
Operating revenues	$	134	$	134	$	133
Operation and maintenance	46		55		38
Depreciation and amortization	35		34		32
Taxes other than income	5		2		6

Operating Income	48		43		57
Interest expense	27		26		27
Interest income	—		(2)		—

Other income	—		(2)		—
Income tax expense	5		8		7
Net Income Attributable to DT Midstream	$	16	$	13	$	23

Operating revenues increased $1 million compared to the three months ended March 31, 2024 primarily due to higher Ohio Utica Gathering volumes of $5 million and higher Blue Union Gathering revenues of $2 million, partially offset lower Susquehanna Gathering volumes of $6 million.

Operation and maintenance expense decreased $9 million compared to the three months ended December 31, 2024 primarily due to the impact of a change in segment mix on corporate overhead allocated to the Gathering segment, lower planned maintenance and production-related operating expenses on Blue Union Gathering of $1 million, lower planned maintenance at Susquehanna Gathering of $1 million and timing of planned maintenance at Appalachia Gathering of $2 million. Operation and maintenance expense increased $8 million compared to the three months ended March 31, 2024 primarily due to new assets placed into service and higher production-related operating expenses on Blue Union Gathering of $4 million and Ohio Utica Gathering operations of $1 million, partially offset by the impact of a change in segment mix on corporate overhead allocated to the Gathering segment.

Depreciation and amortization expense increased $3 million compared to the three months ended March 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering during the second quarter of 2024.

Taxes other than income increased $3 million compared to the three months ended December 31, 2024 primarily due to timing of property taxes related to assets placed into service at Blue Union Gathering.

Interest expense increased $1 million compared to the three months ended December 31, 2024 primarily due to a full quarter of interest related to the 2034 Notes and higher borrowings under the Revolving Credit Facility, partially offset by lower Bridge Facility interest than in 2024. Interest expense was unchanged compared to the three months ended March 31, 2024 primarily due to a full quarter of interest related to the 2034 Notes offset by repayment of the Term Loan Facility during 2024.

Income tax expense decreased $3 million compared to the three months ended December 31, 2024 primarily due to deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation in the fourth quarter of 2024. Income tax expense decreased $2 million compared to the three months ended March 31, 2024 primarily due to lower income before income taxes.

Gathering Outlook

We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, Tioga Gathering and Clean Fuels Gathering.

ENVIRONMENTAL MATTERS

We are subject to U.S. federal, state, and local laws and environmental regulations, including laws and regulations relating to pipeline safety, climate change and GHG emissions. Additional compliance costs may result as the effects of various substances on the environment and human health are studied and governmental regulations are developed and implemented. Actual costs to comply with such laws and regulations could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures, and the replacement costs of aging pipelines and other facilities.

For further discussion of environmental matters, see Note 10, "Commitments and Contingencies" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

CAPITAL RESOURCES AND LIQUIDITY

Cash Requirements

Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay approved dividends. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements.


	Three Months Ended
	March 31,
		2025		2024
	(millions)
Cash and Cash Equivalents at Beginning of Period		$	68	$	56
Net cash and cash equivalents from operating activities		247		241
Net cash and cash equivalents used for investing activities		(54)		(71)
Net cash and cash equivalents used for financing activities		(178)		(185)
Net Increase (Decrease) in Cash and Cash Equivalents		15		(15)
Cash and Cash Equivalents at End of Period		$	83	$	41

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024.

Operating Activities

Cash flows from our operating activities can be impacted in the short term by the natural gas volumes gathered or transported through our systems under interruptible service revenue contracts, changing natural gas prices, seasonality, weather fluctuations, dividends received from equity method investees, working capital changes and the financial condition of our customers. Our preference to enter into firm service revenue contracts leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations.

Net cash and cash equivalents from operating activities increased $6 million for the three months ended March 31, 2025 primarily due to an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets, a decrease in cash paid for income taxes, partially offset by decreases in net working capital changes and dividends received from equity method investees.

Investing Activities

Cash outflows associated with our investing activities are primarily the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees. Cash inflows from our investing activities are generated from proceeds from sale or collection of notes receivable, distributions received from equity method investees, and proceeds from asset sales.

Net cash and cash equivalents used for investing activities decreased $17 million for the three months ended March 31, 2025 primarily due to a decrease in cash used for plant and equipment expenditures, partially offset by lower distributions received from equity method investees.

Financing Activities

DT Midstream paid cash dividends on common stock of $75 million and $67 million during the three months ended March 31, 2025 and 2024, respectively. See Note 6, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Net cash and cash equivalents used for financing activities decreased $7 million for the three months ended March 31, 2025 primarily due to lower net repayments of borrowings under the Revolving Credit Facility, partially offset by higher payroll taxes paid related to vested stock-based compensation and higher dividends paid on common stock.

Outlook

We expect to continue executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Other than the impact of the items discussed below on our debt and equity capitalization, we are not aware of any trends, other demands, commitments, events or uncertainties that are reasonably likely to materially impact our liquidity position.

Our working capital requirements will be primarily driven by changes in accounts receivable, accounts payable and taxes payable. We continue our efforts to identify opportunities to improve cash flows through working capital initiatives and obtaining long-term firm service revenue contracts from customers.

Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of March 31, 2025, we had $16 million of letters of credit outstanding and $65 million borrowings outstanding under our Revolving Credit Facility. We had approximately $1.0 billion of available liquidity as of March 31, 2025, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.

We expect to pay regular cash dividends to DT Midstream common stockholders in the future. Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend with cash flow growth.

We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and the inability to access adequate capital could adversely impact future earnings and cash flows.

The Credit Agreement covering the Revolving Credit Facility includes financial covenants that DT Midstream must maintain. See Note 9, "Debt" and Note 10, "Commitments and Contingencies" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

CAPITAL INVESTMENTS

Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital expenditures, inclusive of $1 million in contributions to equity method investees, were $72 million for the three months ended March 31, 2025 primarily for expansions on Blue Union Gathering, Appalachia Gathering, Stonewall, LEAP and Clean Fuels Gathering. We anticipate total capital expenditures, inclusive of contributions to equity method investees, for the year ended December 31, 2025 of approximately $470 million to $550 million.

OFF-BALANCE SHEET ARRANGEMENTS

We are party to off-balance sheet arrangements, which include our equity method investments. See Note 1, "Description of the Business and Basis of Presentation—Principles of Consolidation" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further discussion of the nature, purpose and other details of such agreements.

Other off-balance sheet arrangements include the Vector line of credit and our surety bonds, which are discussed in Note 10, "Commitments and Contingencies" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 3, "New Accounting Pronouncements" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Price Risk

Our gathering business is dependent on the continued availability of natural gas production and reserves in our geographical areas of operation. Low prices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and future natural gas production that is accessible by our pipeline and storage assets. We manage our exposure through the use of short, medium, and long-term transportation, gathering, and storage contracts. Consequently, our existing operations and cash flows have limited direct exposure to natural gas price risk.

Credit Risk

We are exposed to credit risk, which is the risk of loss resulting from nonpayment or nonperformance under a contract. We manage our exposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certain transactions, we may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support. Our FERC tariffs require tariff customers that do not meet specified credit standards to provide three months of credit support, however, we are exposed to credit risk beyond this three-month period when our tariffs do not require our customers to provide additional credit support. For some long-term contracts with associated system construction or expansion, we have entered into negotiated credit agreements that provide for enhanced forms of credit support if certain customer credit standards are not met.

We depend on a key customer, Expand Energy, in the Haynesville formation in the Gulf Coast and in the Marcellus formation in the Northeastern U.S. for a significant portion of our revenues. The loss of, or reduction in volumes from, this key customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.

Our key customer, Expand Energy, is investment grade. We engage with other customers that are sub-investment grade. These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. We regularly monitor for bankruptcy proceedings that may impact our customers and had no bankruptcy proceedings during the three months ended March 31, 2025.

Interest Rate Risk

We are subject to interest rate risk in connection with floating rate debt borrowings under our Revolving Credit Facility. Our exposure to interest rate risk arises primarily from changes in SOFR. As of March 31, 2025, we had floating rate debt of $65 million related to borrowings outstanding under our Revolving Credit Facility, and a floating rate debt-to-total debt ratio of 2%. See Note 9, "Debt" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

We are subject to interest rate risk in connection with our goodwill impairment assessment. See "Critical Accounting Estimates" under Part II, Item 7 of the Annual Report on Form 10-K for the year ended December 31, 2024.

International Markets Risk

While the majority of our business is in the United States, we also have a minor equity method investment in Canada. Rapidly changing global trade policies, such as tariffs, may increase operating costs and uncertainty. We continue to monitor regulatory developments.

Summary of Sensitivity Analysis

A sensitivity analysis was performed on the fair values of our long-term debt obligations. The sensitivity analysis involved increasing and decreasing interest rates as of March 31, 2025 by a hypothetical 10% and calculating the resulting change in the fair values. We have no debt maturing until 2029, as described in Note 9, "Debt" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. The hypothetical losses related to long-term debt would be realized only if we transferred all of our fixed-rate long-term debt to other creditors. The results of the sensitivity analysis are as follows:

Assuming a 10% Increase in Rates

Assuming a 10% Decrease in Rates

Change in the Fair Value of

Activity

As of March 31, 2025

(millions)

Interest rate risk

(95)

Long-term debt

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Management of DT Midstream carried out an evaluation, under the supervision and with the participation of DT Midstream's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DT Midstream's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2025, which is the end of the period covered by this report. Based on this evaluation, DT Midstream's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DT Midstream in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to DT Midstream's management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of our disclosure controls and procedures will be attained.

(b) Changes in internal control over financial reporting

DT Midstream is in the process of integrating its internal controls over financial reporting with those of the entities acquired in the Midwest Pipeline Acquisition. As part of the acquisition’s transition services agreement, DT Midstream utilized the seller’s systems and processes this quarter and certain controls have been added or modified. We will continue to analyze, evaluate, and where necessary, make changes in controls and procedures related to the entities acquired in the Midwest Pipeline Acquisition. Except as noted above, there have been no changes in DT Midstream's internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, DT Midstream's internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For information on legal proceedings and matters related to DT Midstream, see Note 10, "Commitments and Contingencies" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

There are various risks associated with the operations of DT Midstream's businesses. To provide a framework to understand the operating environment of DT Midstream, a brief explanation of the more significant risks associated with DT Midstream's businesses is provided in Part I, Item 1A. "Risk Factors" in DT Midstream's 2024 Annual Report on Form 10-K. Although DT Midstream has identified and disclosed key risk factors, others could emerge in the future.

Item 4. Mine Safety Disclosure

Our sand mining facility in Louisiana is subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is filed as Exhibit 95.1 to this Form 10-Q.

Item 5. Other Information

During the three months ended March 31, 2025, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Item 6. Exhibits


Exhibit Number						Description

						(i) Exhibits incorporated by reference:

3.1						Amended and Restated Certificate of Incorporation of DT Midstream, Inc., effective July 1, 2021 (incorporated by reference to Exhibit 3.1 to DT Midstream's Current Report on Form 8-K filed July 1, 2021)

3.2						Amended and Restated Bylaws of DT Midstream, Inc., effective July 1, 2021 (incorporated by reference to Exhibit 3.2 to DT Midstream's Current Report on Form 8-K filed July 1, 2021)

4.1						Indenture, dated as of June 9, 2021, among DT Midstream, Inc., the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to DT Midstream's Form 8-K filed June 10, 2021)

4.2						Indenture, dated as of April 11, 2022, among DT Midstream, Inc., the Guarantors and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to DT Midstream's Current Report on Form 8-K filed April 11, 2022)

4.3						Pari Passu Intercreditor Agreement, dated as of April 11, 2022, among DT Midstream, Inc., the Guarantors, Barclays Bank PLC, as Credit Agreement Agent, and U.S. Bank Trust Company, National Association, as Notes Collateral Agent (incorporated by reference to Exhibit 4.2 to DT Midstream's Current Report on Form 8-K filed April 11, 2022)

4.4						First Supplemental Indenture, dated as of August 12, 2024, among DT Midstream, Inc., the Guarantors and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to DT Midstream's Quarterly Report on Form 10-Q filed on October 29, 2024)

4 .5						Indenture, dated as of December 6, 2024, among DT Midstream, Inc., the Guarantors and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to DT Midstream's Current Report on Form 8-K filed on December 6, 2024)

4.6						First Supplemental Indenture, dated as of January 30, 2025, among DT Midstream, Inc., the Guaranteeing Subsidiaries and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to DT Midstream's Annual Report on Form 10-K filed February 26, 2025)

4.7						Second Supplemental Indenture, dated as of January 30, 2025, among DT Midstream, Inc., the Guaranteeing Subsidiaries and U.S. Bank Trust Company, National Association, as trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.2 to DT Midstream's Annual Report on Form 10-K filed February 26, 2025)

4.8						First Supplemental Indenture, dated as of January 30, 2025, among DT Midstream, Inc., the Guaranteeing Subsidiaries and U.S. Bank Trust Company, National Association, as trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.3 to DT Midstream's Annual Report on Form 10-K filed February 26, 2025)

						(ii) Exhibits filed herewith:

31.1						Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report

31.2						Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report

95.1						Mine Safety Disclosure

101.INS						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema

101.CAL						XBRL Taxonomy Extension Calculation Linkbase

101.DEF						XBRL Taxonomy Extension Definition Database


Exhibit Number						Description
101.LAB						XBRL Taxonomy Extension Label Linkbase

101.PRE						XBRL Taxonomy Extension Presentation Linkbase

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

						(iii) Exhibits furnished herewith:

32.1						Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report

32.2						Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.


Date:	April 30, 2025
			DT MIDSTREAM, INC.

		By:	/S/ JEFFREY A. JEWELL
			Jeffrey A. Jewell Chief Financial and Accounting Officer
			(Duly Authorized Officer)

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Date	Price Target	Rating	Analyst
3/24/2025	$110.00	Buy	BofA Securities
3/12/2025	$102.00	Buy	UBS
1/10/2025	$112.00	Equal Weight	Barclays
12/19/2024	$89.00 → $106.00	Hold → Buy	Stifel
11/21/2024	$90.00 → $115.00	Neutral → Buy	Citigroup
10/30/2024	$78.00 → $89.00	Buy → Hold	Stifel
6/4/2024	$62.00 → $77.00	Equal Weight → Overweight	Wells Fargo
2/20/2024		Underperform → Peer Perform	Wolfe Research

SEC Form 10-Q filed by DT Midstream Inc.

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