|
| 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 |
| | |
| | | | | | | | |
| 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 |
| | | | | | | | |
| | |
| 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 |
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)
| | | | | | | | | | | | |
|
|
| 2025 | | 2024 | |
| (millions, except per share amounts) |
| Revenues | | | | |
| Operating revenues | $ | | | | $ | | | |
| Operating Expenses | | | | |
| Operation and maintenance | | | | | | |
| Depreciation and amortization | | | | | | |
| Taxes other than income | | | | | | |
| Operating Income | | | | | | |
| Other (Income) and Deductions | | | | |
| Interest expense | | | | | | |
| Interest income | () | | | () | | |
| Earnings from equity method investees | () | | | () | | |
| | | | |
| | | | |
| Income Before Income Taxes | | | | | | |
| Income Tax Expense | | | | | | |
| Net Income | | | | | | |
| Less: Net Income Attributable to Noncontrolling Interests | | | | | | |
| Net Income Attributable to DT Midstream | $ | | | | $ | | | |
| | | | |
| Basic Earnings per Common Share | | | | |
| Net Income Attributable to DT Midstream | $ | | | | $ | | | |
| | | | |
| Diluted Earnings per Common Share | | | | |
| Net Income Attributable to DT Midstream | $ | | | | $ | | | |
| | | | |
| Weighted Average Common Shares Outstanding | | | | |
| Basic | | | | | | |
| Diluted | | | | | | |
| | | | |
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
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|
|
| 2025 | | 2024 | |
| (millions) |
| Net Income | $ | | | | $ | | | |
| Foreign currency translation and unrealized gain on derivatives, net of tax | | | | | | |
| Other comprehensive income | | | | | | |
| Comprehensive income | | | | | | |
| Less: Comprehensive income attributable to noncontrolling interests | | | | | | |
| Comprehensive Income Attributable to DT Midstream | $ | | | | $ | | | |
| 2025 | | 2024 |
| (millions) |
| ASSETS |
| Current Assets | | | |
| Cash and cash equivalents | $ | | | | $ | | |
Accounts receivable (net of $ allowance for expected credit loss for each period end) | | | | | |
|
|
|
| Deferred property taxes | | | | | |
|
| Prepaid expenses and other | | | | | |
| | | | | |
| Investments | | | |
| Investments in equity method investees | | | | | |
| | | |
| Property | | | |
| Property, plant, and equipment | | | | | |
| Accumulated depreciation | () | | | () | |
| | | | | |
| Other Assets | | | |
| Goodwill | | | | | |
| Long-term notes receivable — related party | | | | | |
| Operating lease right-of-use assets | | | | | |
| Intangible assets, net | | | | | |
|
|
| 2025 | | 2024 |
| (millions, except shares) |
| LIABILITIES AND EQUITY |
| Current Liabilities | | | |
| Accounts payable | $ | | | | $ | | |
|
| Short-term borrowings | | | | | |
| Operating lease liabilities | | | | | |
| Dividends payable | | | | | |
| Interest payable | | | | | |
| Property taxes payable | | | | | |
| Accrued compensation | | | | | |
| Contract liabilities | | | | | |
| Other | | | | | |
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| Long-Term Debt, net | | | | | |
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| Other Liabilities | | | |
| Deferred income taxes | | | | | |
| Operating lease liabilities | | | | | |
| Contract liabilities | | | | | |
| Regulatory liabilities | | | | | |
| Other | | | | | |
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| Total Liabilities | | | | | |
| | | |
| Commitments and Contingencies (Note 10) | | | |
| | | |
| Stockholders' Equity | | | |
Preferred stock ($ par value, shares authorized, and shares issued or outstanding as of March 31, 2025 and December 31, 2024) | | | | | |
Common stock ($ par value, shares authorized, and and shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively) | | | | | |
| Additional paid-in capital | | | | | |
| Retained earnings | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
| Total DT Midstream Equity | | | | | |
| Noncontrolling interests | | | | | |
| Total Equity | | | | | |
| Total Liabilities and Equity | $ | | | | $ | | |
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
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| Three Months Ended | | | | | | | |
| March 31, | | | | | | | |
| 2025 | | 2024 | | | | | | | |
| (millions) | | | | | | | |
| Operating Activities | | | | | | | | | | |
| Net Income | $ | | | | $ | | | | | | | | | |
| Adjustments to reconcile Net Income to Net cash and cash equivalents from operating activities: | | | | | | | | | | |
| Depreciation and amortization | | | | | | | | | | | | |
| Stock-based compensation | | | | | | | | | | | | |
| Amortization of operating lease right-of-use assets | | | | | | | | | | | | |
| Deferred income taxes | | | | | | | | | | | | |
| Earnings from equity method investees | () | | | () | | | | | | | | |
| Dividends from equity method investees | | | | | | | | | | | | |
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| Changes in assets and liabilities: | | | | | | | | | | |
| Accounts receivable, net | | | | | | | | | | | | |
| Accounts payable | () | | | () | | | | | | | | |
| Interest payable | | | | | | | | | | | | |
| Contract liabilities | | | | | | | | | | | | |
| Other current and noncurrent assets and liabilities | | | | () | | | | | | | | |
| Net cash and cash equivalents from operating activities | | | | | | | | | | | | |
| Investing Activities | | | | | | | | | | |
| Plant and equipment expenditures | () | | | () | | | | | | | | |
| Distributions from equity method investees | | | | | | | | | | | | |
| Contributions to equity method investees | () | | | () | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Net cash and cash equivalents used for investing activities | () | | | () | | | | | | | | |
| Financing Activities | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Borrowings under the Revolving Credit Facility | | | | | | | | | | | | |
| Repayment of borrowings under the Revolving Credit Facility | () | | | () | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Distributions to noncontrolling interests | () | | | () | | | | | | | | |
| Contributions from noncontrolling interests | | | | | | | | | | | | |
| Dividends paid on common stock | () | | | () | | | | | | | | |
| Other financing activities | () | | | () | | | | | | | | |
| Net cash and cash equivalents used for financing activities | () | | | () | | | | | | | | |
| Net Increase (Decrease) in Cash and Cash Equivalents | | | | () | | | | | | | | |
| Cash and Cash Equivalents at Beginning of Period | | | | | | | | | | | | |
| Cash and Cash Equivalents at End of Period | $ | | | | $ | | | | | | | | | |
| | | | | | | | | | |
| Supplemental disclosure of cash information | | | | | | | | | | |
| Cash paid for (received from): | | | | | | | | | | |
| Interest, net of interest capitalized | $ | | | | $ | | | | | | | | | |
| Income taxes, net of refunds received | () | | | | | | | | | | | |
| Supplemental disclosure of non-cash investing and financing activities | | | | | | | | | | |
| Plant and equipment expenditures in accounts payable and other accrued liabilities | $ | | | | $ | | | | | | | | | |
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
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| | | | | 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 | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
| Net Income | — | | | — | | | — | | | | | | — | | | | | | | |
Dividends declared on common stock ($ per common share) | — | | | — | | | — | | | () | | | — | | | — | | | () | |
Contributions from noncontrolling interests | — | | | — | | | — | | | — | | | — | | | | | | | |
| Distributions to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Stock-based compensation | | | | — | | | () | | | () | | | — | | | — | | | () | |
| | | | | | | | | | |
| Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | | | | — | | | | |
| Balance, March 31, 2025 | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
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| | | | | 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 | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | |
| Net Income | — | | | — | | | — | | | | | | — | | | | | | | | |
Dividends declared on common stock ($ per common share) | — | | | — | | | — | | | () | | | — | | | — | | | () | | |
| Distributions to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | () | | | () | | |
| Stock-based compensation | | | | — | | | | | | () | | | — | | | — | | | | | |
| | | | | | | | | | | | | | |
| Balance, March 31, 2024 | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | |
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| 2025 | | 2024 |
| (millions) |
| NEXUS | $ | | | | $ | | |
| Vector | | | |
| Millennium | | | |
| Total earnings from equity method investees | $ | | | | $ | | |
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
| | $ | | | | % | | % |
| Vector | | | | | | | | % | | % |
| Millennium | | | | | | | | % | | % |
| Total investments in equity method investees | | $ | | | | $ | | | | | | |
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: NOTE 2 —
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 $ million, which originated prior to 2021, was classified as internal grade 1. There are notes receivable on nonaccrual status and past due financing receivables as of March 31, 2025. 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 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 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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 3 —
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 4 —
| | $ | | | | | | | | | | Gathering | | | | | | | | | | | |
| | | | | | | | | |
| Total operating revenues | $ | | | | $ | | | | | | | | | __________________________________(a) Includes income outside the scope of ASC 606 primarily related to contracts accounted for as leases of $ million and $ 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
| |
| Increases due to cash received or receivable, excluding amounts recognized as revenue during the period | | | |
| Revenue recognized that was included in the balance at the beginning of the period | $ | () | | |
| | |
Balance as of March 31 | $ | | | |
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
|
| 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| 2030 and thereafter | | |
| Total | $ | | |
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.
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| 2030 and thereafter | | |
| Total | $ | | |
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.
million and $ 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 $ million of amortization expense related to such capitalized costs.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 5 —
| | $ | | | | Gathering | | | | |
| Total goodwill | $ | | | | $ | | |
NOTE 6 —
| | $ | | | | | | | | | | | | | Average number of common shares outstanding — basic | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Incremental shares attributable to: | | | | | | | | | | | | |
| Average dilutive restricted stock units and performance share awards | | | | | | | | | | | | | | |
| Average number of common shares outstanding — diluted | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Basic Earnings per Common Share | $ | | | | $ | | | | | | | | | | | |
| Diluted Earnings per Common Share | $ | | | | $ | | | | | | | | | | | |
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
| | $ | | | | April 2024 |
| June 30 | | $ | | | | $ | | | | July 2024 |
| September 30 | | $ | | | | $ | | | | October 2024 |
| December 31 | | $ | | | | $ | | | | January 2025 |
| 2025 | | | | | | |
| March 31 | | $ | | | | $ | | | | April 2025 |
NOTE 7 —
% 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 —
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Long-term notes receivable — related party | | | | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings (a) | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt (b) | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
______________________________________(a)Short-term borrowings and money market cash equivalents are stated at cost, which approximates fair value.
(b)Carrying value represents principal of $ billion, net of unamortized debt discounts and issuance costs.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 9 —
% | 2029 | | $ | | | | $ | | | | 2031 Notes | | Senior Notes (a) | | % | | 2031 | | | | | | |
| 2032 Notes | | Senior Secured Notes (b) | | % | | 2032 | | | | | | |
| 2034 Notes | | Senior Secured Notes (a) | | % | | 2034 | | | | | | |
| Long-term debt principal | | | | | | | | | | | | |
| Unamortized debt discount | | | | | | | | () | | | () | |
| Unamortized debt issuance costs | | | | | | | | () | | | () | |
| | | | | | | |
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______________________________(a) The weighted average interest rate for Revolving Credit Facility borrowings outstanding was % 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 $ 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)
to 1 (except, that the Company may elect to temporarily step up the maximum consolidated net leverage ratio to to 1 for a period of up to three fiscal quarters after the consummation of an acquisition or investment involving consideration exceeding $ million), and (ii) a minimum interest coverage ratio of no less than 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 to 1 and to 1, respectively, and we were in compliance with these financial covenants.
NOTE 10 —
million were terminated. The maximum potential indemnification under our surety bond agreements as of March 31, 2025 is $ million. Vector Line of Credit
We are the lender under a revolving term credit facility to Vector, the borrower, in the amount of CAD $ 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 $ 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 $ 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 $ 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, $ million was paid and $ 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)
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 —
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)
| | $ | | | | $ | | | | $ | | | | $ | | |
| Operating Expenses | | | | | | | | | |
| Operation and maintenance | | | | | | | | | | | | | | |
| Depreciation and amortization | | | | | | | | | | | | | | |
| Taxes other than income | | | | | | | | | | | | | | |
| | | | | | |
| Other (Income) and Deductions | | | | | | | | | |
| Interest expense | | | | | | | | | | | | | | |
| Interest income | () | | | | | | () | | | | | | () | |
| Earnings from equity method investees | () | | | | | | () | | | | | | () | |
| | | | | | |
| | | | | | |
| Income tax expense | | | | | | | | | | | | | | |
Less: Net Income Attributable to Noncontrolling Interests | | | | | | | | | | | | | | |
| Net Income Attributable to DT Midstream | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | |
| Capital expenditures | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | |
| March 31, 2025 |
| Investments in equity method investees | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Total Assets | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 |
| Pipeline | | Gathering | | Total Reportable Segments | | Eliminations | | Total Consolidated |
| (millions) |
| Revenues | | | | | | | | | |
| Operating revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Operating Expenses | | | | | | | | | |
| Operation and maintenance | | | | | | | | | | | | | | |
| Depreciation and amortization | | | | | | | | | | | | | | |
| Taxes other than income | | | | | | | | | | | | | | |
| | | | | | |
| Other (Income) and Deductions | | | | | | | | | |
| Interest expense | | | | | | | | | | | | | | |
| Interest income | () | | | | | | () | | | | | | () | |
| Earnings from equity method investees | () | | | | | | () | | | | | | () | |
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| | | | | | | | |
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| 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 | | | | | | |
|
| 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 | | | | | | |
|
| 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. | | | | | | | | | | | | | | | |
|
|
| 2024 |
|
| 68 | | | $ | 56 | |
| | 241 | |
| | (71) | |
| | (185) | |
| | (15) | |
| 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) | | | $ | 99 | | | 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 , modified or 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: |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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) |
| | |
| | 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: |
| | |
| | Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report |
| | |
| | Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report |
| | |
| | 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: |
| | |
| | Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report |
| | |
| | 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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