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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 June 30, 2025
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-40392
DT Midstream, Inc.
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| Delaware |
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38-2663964 |
| (State or other jurisdiction of incorporation or organization) |
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(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:
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Title of Each Class |
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Trading Symbol |
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Name of Exchange on which Registered |
| Common stock, par value $0.01 |
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DTM |
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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.
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| Large accelerated filer |
Accelerated filer |
Non-accelerated filer |
Smaller reporting company |
Emerging growth company |
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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 June 30, 2025:
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| Description |
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Shares |
| Common stock, par value $0.01 |
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101,592,505 |
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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:
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| AFUDC |
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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 |
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Appalachia Gathering |
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A 152-mile gathering system that gathers Marcellus shale natural gas and delivers to the Texas Eastern Pipeline and Stonewall |
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| ASC 606 |
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The Accounting Standards Codification of Revenue from Contracts with Customers issued by the FASB |
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| ASC 980 |
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The Accounting Standards Codification of Regulated Operations issued by the FASB |
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| ASU |
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Accounting Standards Update issued by the FASB |
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| Bcf |
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Billion cubic feet of natural gas |
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| Blue Union Gathering |
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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 |
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| Bluestone |
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A 65-mile gathering lateral pipeline, and two compression facilities, that gathers Marcellus shale natural gas and delivers to Millennium and the Tennessee Pipeline |
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| CAD |
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Canadian Dollar ($) |
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| Chicago Hub |
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A major natural gas market and transportation hub located in the Chicago area, serving as a critical interconnection point for multiple interstate pipelines |
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Clean Fuels Gathering |
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A 77-mile gathering system that gathers and treats abandoned coal mine methane into pipeline quality gas |
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| Columbia Pipeline |
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Columbia Gas Transmission, LLC, owned by TC Energy Corporation and Global Infrastructure Partners |
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| Credit Agreement |
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DT Midstream's credit agreement which provides for the Revolving Credit Facility |
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| DT Midstream |
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DT Midstream, Inc. and our consolidated subsidiaries |
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DTM Interstate Transportation |
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DTM Interstate Transportation, LLC, the consolidated subsidiary of DT Midstream which is comprised of Guardian, Midwestern and Viking |
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| Expand Energy |
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Expand Energy Corporation and/or its affiliates |
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| FASB |
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Financial Accounting Standards Board |
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| FERC |
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Federal Energy Regulatory Commission |
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| GAAP |
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Generally Accepted Accounting Principles in the United States |
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| Generation |
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A 29-mile intrastate pipeline in northern Ohio and owned by NEXUS |
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| GHG |
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Greenhouse gas |
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| Guardian |
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Guardian Pipeline, L.L.C., a 263-mile interstate pipeline which connects to the Chicago Hub and serves key Wisconsin demand centers |
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| Inflation Reduction Act |
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The Inflation Reduction Act of 2022 (H.R. 5374) |
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Investment Grade Event |
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As defined in the indentures for the 2032 Notes and 2034 Notes and the Credit Agreement |
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| LEAP |
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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 |
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| LNG |
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Liquefied natural gas |
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| Michigan System |
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A 335-mile pipeline system in northern Michigan |
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| Midwest Pipeline Acquisition |
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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 |
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| Midwestern |
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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 |
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| Millennium |
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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 |
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| MVC |
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Minimum volume commitment |
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| NEXUS |
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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 |
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| Ohio Utica Gathering |
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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 |
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OBBBA |
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One Big Beautiful Bill Act, which was signed into law on July 4, 2025 |
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| ONEOK |
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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 |
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Revolving Credit Facility |
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DT Midstream's revolving credit facility issued under the Credit Agreement |
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| SEC |
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Securities and Exchange Commission |
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| SOFR |
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Secured Overnight Financing Rate |
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| South Romeo |
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South Romeo Gas Storage Company, LLC, a joint venture which owns the Washington 28 Storage Complex, in which DT Midstream owns a 50% interest |
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Stonewall |
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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 |
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Susquehanna Gathering |
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A 198-mile gathering system that gathers Marcellus shale natural gas and delivers to Bluestone |
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| Tennessee Pipeline |
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Tennessee Gas Pipeline Company, LLC, owned by Kinder Morgan, Inc. |
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| Term Loan Facility |
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DT Midstream's term loan facility issued under the Credit Agreement, which was repaid in 2024 |
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Texas Eastern Pipeline |
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Texas Eastern Transmission, LP, owned by Enbridge Inc. |
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Tioga Gathering |
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A 3-mile gathering system that gathers shale natural gas to the Eastern Gas Transmission system |
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| U.S. |
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United States of America |
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| USD |
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United States Dollar ($) |
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| Vector |
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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 |
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| VIE |
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Variable Interest Entity |
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| Viking |
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Viking Gas Transmission Company, a 674-mile bi-directional interstate pipeline which serves key utility customers in Minnesota, Wisconsin and North Dakota |
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Washington 10 Storage Complex |
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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 |
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| 2029 Notes |
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Senior unsecured notes of $1.1 billion in aggregate principal amount due June 2029 |
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| 2031 Notes |
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Senior unsecured notes of $1.0 billion in aggregate principal amount due June 2031 |
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| 2032 Notes |
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Senior notes of $600 million in aggregate principal amount due April 2032 |
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| 2034 Notes |
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Senior 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 and the OBBBA;
•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)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
(millions, except per share amounts) |
| Revenues |
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|
|
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|
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| Operating revenues |
$ |
309 |
|
|
$ |
244 |
|
|
$ |
612 |
|
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$ |
484 |
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| Operating Expenses |
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| Operation and maintenance |
80 |
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|
52 |
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|
158 |
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|
106 |
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| Depreciation and amortization |
63 |
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|
53 |
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|
126 |
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|
103 |
|
| Taxes other than income |
11 |
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|
9 |
|
|
25 |
|
|
21 |
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| Operating Income |
155 |
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|
130 |
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|
303 |
|
|
254 |
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| Other (Income) and Deductions |
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|
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|
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| Interest expense |
40 |
|
|
39 |
|
|
80 |
|
|
79 |
|
| Interest income |
— |
|
|
— |
|
|
(1) |
|
|
(1) |
|
| Earnings from equity method investees |
(30) |
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|
(39) |
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|
(67) |
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|
(85) |
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| Other (income) and expense |
— |
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(3) |
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|
— |
|
|
(3) |
|
| Income Before Income Taxes |
145 |
|
|
133 |
|
|
291 |
|
|
264 |
|
| Income Tax Expense |
34 |
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|
33 |
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|
69 |
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|
64 |
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| Net Income |
111 |
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|
100 |
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|
222 |
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|
200 |
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| Less: Net Income Attributable to Noncontrolling Interests |
4 |
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|
4 |
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|
7 |
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|
7 |
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| Net Income Attributable to DT Midstream |
$ |
107 |
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|
$ |
96 |
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$ |
215 |
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$ |
193 |
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| Basic Earnings per Common Share |
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| Net Income Attributable to DT Midstream |
$ |
1.05 |
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|
$ |
0.99 |
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|
$ |
2.12 |
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|
$ |
1.99 |
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| Diluted Earnings per Common Share |
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| Net Income Attributable to DT Midstream |
$ |
1.04 |
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|
$ |
0.98 |
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|
$ |
2.10 |
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|
$ |
1.97 |
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| Weighted Average Common Shares Outstanding |
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| Basic |
101.6 |
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|
97.1 |
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|
101.5 |
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|
97.1 |
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| Diluted |
102.5 |
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|
97.9 |
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|
102.5 |
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|
97.8 |
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See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended |
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Six Months Ended |
|
June 30, |
|
June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
(millions) |
| Net Income |
$ |
111 |
|
|
$ |
100 |
|
|
$ |
222 |
|
|
$ |
200 |
|
| Foreign currency translation and unrealized gain on derivatives, net of tax |
— |
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|
— |
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|
1 |
|
|
— |
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| Other comprehensive income |
— |
|
|
— |
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|
1 |
|
|
— |
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| Comprehensive income |
111 |
|
|
100 |
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|
223 |
|
|
200 |
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| Less: Comprehensive income attributable to noncontrolling interests |
4 |
|
|
4 |
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|
7 |
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|
7 |
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| Comprehensive Income Attributable to DT Midstream |
$ |
107 |
|
|
$ |
96 |
|
|
$ |
216 |
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|
$ |
193 |
|
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Financial Position
(Unaudited)
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June 30, |
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December 31, |
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2025 |
|
2024 |
|
(millions) |
| ASSETS |
| Current Assets |
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| Cash and cash equivalents |
$ |
74 |
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|
$ |
68 |
|
Accounts receivable (net of $— allowance for expected credit loss for each period end) |
164 |
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|
172 |
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| Deferred property taxes |
17 |
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|
33 |
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| Prepaid expenses and other |
36 |
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|
37 |
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|
291 |
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|
310 |
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| Investments |
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| Investments in equity method investees |
1,288 |
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|
1,297 |
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| Property |
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| Property, plant, and equipment |
6,697 |
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|
6,525 |
|
| Accumulated depreciation |
(1,092) |
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|
(998) |
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|
5,605 |
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|
5,527 |
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| Other Assets |
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| Goodwill |
781 |
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|
776 |
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| Long-term notes receivable — related party |
4 |
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|
4 |
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| Operating lease right-of-use assets |
50 |
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|
49 |
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| Intangible assets, net |
1,892 |
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|
1,921 |
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| Other |
49 |
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|
51 |
|
|
2,776 |
|
|
2,801 |
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| Total Assets |
$ |
9,960 |
|
|
$ |
9,935 |
|
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Financial Position
(Unaudited)
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|
June 30, |
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December 31, |
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|
2025 |
|
2024 |
|
(millions, except shares) |
| LIABILITIES AND EQUITY |
| Current Liabilities |
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| Accounts payable |
$ |
84 |
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$ |
77 |
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| Short-term borrowings |
25 |
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|
150 |
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| Operating lease liabilities |
16 |
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|
16 |
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| Dividends payable |
83 |
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|
75 |
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| Interest payable |
11 |
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|
12 |
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| Property taxes payable |
36 |
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|
42 |
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| Accrued compensation |
14 |
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|
19 |
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| Contract liabilities |
20 |
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|
18 |
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| Other |
42 |
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|
17 |
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|
331 |
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|
426 |
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| Long-Term Debt, net |
3,321 |
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|
3,319 |
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|
|
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| Other Liabilities |
|
|
|
| Deferred income taxes |
1,195 |
|
|
1,129 |
|
| Operating lease liabilities |
37 |
|
|
36 |
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| Contract liabilities |
144 |
|
|
135 |
|
| Regulatory liabilities |
90 |
|
|
90 |
|
| Other |
27 |
|
|
34 |
|
|
1,493 |
|
|
1,424 |
|
| Total Liabilities |
5,145 |
|
|
5,169 |
|
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| Commitments and Contingencies (Note 10) |
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| Stockholders' Equity |
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|
Preferred stock ($0.01 par value, 50,000,000 shares authorized, and no shares issued or outstanding as of June 30, 2025 and December 31, 2024) |
— |
|
|
— |
|
Common stock ($0.01 par value, 550,000,000 shares authorized, and 101,592,505 and 101,324,894 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively) |
1 |
|
|
1 |
|
| Additional paid-in capital |
3,909 |
|
|
3,911 |
|
| Retained earnings |
770 |
|
|
723 |
|
| Accumulated other comprehensive loss |
(7) |
|
|
(8) |
|
| Total DT Midstream Equity |
4,673 |
|
|
4,627 |
|
| Noncontrolling interests |
142 |
|
|
139 |
|
| Total Equity |
4,815 |
|
|
4,766 |
|
| Total Liabilities and Equity |
$ |
9,960 |
|
|
$ |
9,935 |
|
See Notes to Consolidated Financial Statements (Unaudited)
DT Midstream, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended |
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|
June 30, |
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
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|
|
|
|
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|
(millions) |
|
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|
|
|
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|
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| Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
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| Net Income |
$ |
222 |
|
|
$ |
200 |
|
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| Adjustments to reconcile Net Income to Net cash and cash equivalents from operating activities: |
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|
|
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|
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| Depreciation and amortization |
126 |
|
|
103 |
|
|
|
|
|
|
|
|
|
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| Stock-based compensation |
12 |
|
|
11 |
|
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|
|
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| Amortization of operating lease right-of-use assets |
9 |
|
|
9 |
|
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|
|
|
|
|
|
|
|
| Deferred income taxes |
61 |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
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| Earnings from equity method investees |
(67) |
|
|
(85) |
|
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|
|
|
|
|
|
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|
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| Dividends from equity method investees |
59 |
|
|
88 |
|
|
|
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| Changes in assets and liabilities: |
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| Accounts receivable, net |
(1) |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
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| Accounts payable |
(13) |
|
|
(4) |
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|
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| Contract liabilities |
11 |
|
|
16 |
|
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|
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|
|
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|
|
| Other current and noncurrent assets and liabilities |
13 |
|
|
(2) |
|
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|
|
|
|
|
|
|
|
|
| Net cash and cash equivalents from operating activities |
432 |
|
|
406 |
|
|
|
|
|
|
|
|
|
|
|
| Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plant and equipment expenditures |
(152) |
|
|
(179) |
|
|
|
|
|
|
|
|
|
|
|
| Acquisition accounted for as a business combination (purchase price adjustment) |
10 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Distributions from equity method investees |
19 |
|
|
37 |
|
|
|
|
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|
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| Contributions to equity method investees |
(2) |
|
|
(1) |
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| Other investing activities |
1 |
|
|
— |
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|
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| Net cash and cash equivalents used for investing activities |
(124) |
|
|
(143) |
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| Financing Activities |
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|
|
| Borrowings under the Revolving Credit Facility |
165 |
|
|
155 |
|
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|
|
|
|
|
|
|
|
| Repayment of borrowings under the Revolving Credit Facility |
(290) |
|
|
(250) |
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| Distributions to noncontrolling interests |
(9) |
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|
(9) |
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|
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|
|
|
|
|
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| Contributions from noncontrolling interests |
5 |
|
|
1 |
|
|
|
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|
|
|
|
|
|
| Dividends paid on common stock |
(158) |
|
|
(138) |
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|
|
|
|
|
|
| Other financing activities |
(15) |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
| Net cash and cash equivalents used for financing activities |
(302) |
|
|
(246) |
|
|
|
|
|
|
|
|
|
|
|
| Net Increase in Cash and Cash Equivalents |
6 |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
| Cash and Cash Equivalents at Beginning of Period |
68 |
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
| Cash and Cash Equivalents at End of Period |
$ |
74 |
|
|
$ |
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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| Supplemental disclosure of cash information |
|
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| Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest, net of interest capitalized |
$ |
76 |
|
|
$ |
74 |
|
|
|
|
|
|
|
|
|
|
|
| Income taxes, net of refunds received |
2 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosure of non-cash investing and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plant and equipment expenditures in accounts payable and other accrued liabilities |
$ |
68 |
|
|
$ |
48 |
|
|
|
|
|
|
|
|
|
|
|
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 |
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 |
|
| Net Income |
— |
|
|
— |
|
|
— |
|
|
107 |
|
|
— |
|
|
4 |
|
|
111 |
|
Dividends declared on common stock ($0.820 per common share) |
— |
|
|
— |
|
|
— |
|
|
(83) |
|
|
— |
|
|
— |
|
|
(83) |
|
| Contributions from noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
|
|
3 |
|
| Distributions to noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5) |
|
|
(5) |
|
| Stock-based compensation |
2 |
|
|
— |
|
|
8 |
|
|
(1) |
|
|
— |
|
|
— |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, June 30, 2025 |
101,593 |
|
|
$ |
1 |
|
|
$ |
3,909 |
|
|
$ |
770 |
|
|
$ |
(7) |
|
|
$ |
142 |
|
|
$ |
4,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
| Net Income |
— |
|
|
— |
|
|
— |
|
|
96 |
|
|
— |
|
|
4 |
|
|
100 |
|
|
|
|
|
Dividends declared on common stock ($0.735 per common share) |
— |
|
|
— |
|
|
— |
|
|
(71) |
|
|
— |
|
|
— |
|
|
(71) |
|
|
|
|
|
| Contributions from noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
1 |
|
|
|
|
|
| Distributions to noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5) |
|
|
(5) |
|
|
|
|
|
| Stock-based compensation |
3 |
|
|
— |
|
|
7 |
|
|
(1) |
|
|
— |
|
|
— |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, June 30, 2024 |
97,112 |
|
|
$ |
1 |
|
|
$ |
3,494 |
|
|
$ |
710 |
|
|
$ |
(8) |
|
|
$ |
140 |
|
|
$ |
4,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 June 30, 2025, results of operations for the three and six months ended June 30, 2025 and 2024, statement of changes in stockholders' equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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.
The following table summarizes the major line items in the Consolidated Statements of Financial Position for consolidated VIEs as of June 30, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
|
2025 |
|
2024 |
|
(millions) |
ASSETS (a) |
|
|
|
| Cash |
$ |
38 |
|
|
$ |
17 |
|
| Accounts receivable |
11 |
|
|
11 |
|
| Other current assets |
1 |
|
|
2 |
|
| Intangible assets, net |
461 |
|
|
468 |
|
| Property, plant and equipment, net |
410 |
|
|
391 |
|
| Goodwill |
25 |
|
|
25 |
|
|
$ |
946 |
|
|
$ |
914 |
|
|
|
|
|
LIABILITIES (a) |
|
|
|
| Accounts payable and other current liabilities |
$ |
14 |
|
|
$ |
5 |
|
| Other noncurrent liabilities |
3 |
|
|
3 |
|
|
$ |
17 |
|
|
$ |
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 June 30, 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 $328 million and $336 million, respectively. The difference will be amortized over the life of the underlying assets. As of both June 30, 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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Earnings from equity method investees include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
(millions) |
| NEXUS |
$ |
15 |
|
|
$ |
15 |
|
|
$ |
30 |
|
|
$ |
31 |
|
|
|
| Vector |
9 |
|
9 |
|
21 |
|
20 |
|
|
| Millennium |
6 |
|
15 |
|
16 |
|
34 |
|
|
| Total earnings from equity method investees |
$ |
30 |
|
|
$ |
39 |
|
|
$ |
67 |
|
|
$ |
85 |
|
|
|
Equity method investees are described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments As of |
|
% Owned As of |
|
|
June 30, |
|
December 31, |
|
June 30, |
|
December 31, |
|
|
|
|
|
| Equity Method Investee |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions) |
|
|
|
|
| NEXUS |
|
$ |
887 |
|
|
$ |
880 |
|
|
50% |
|
50% |
| Vector |
|
133 |
|
|
134 |
|
|
40% |
|
40% |
| Millennium |
|
268 |
|
|
283 |
|
|
52.5% |
|
52.5% |
| Total investments in equity method investees |
|
$ |
1,288 |
|
|
$ |
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
June 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
(millions) |
|
| Operating revenues |
$ |
201 |
|
$ |
198 |
|
|
$ |
410 |
|
|
$ |
412 |
|
|
|
|
|
|
| Operating expenses |
103 |
|
94 |
|
|
198 |
|
|
188 |
|
|
|
|
|
|
| Net Income |
$ |
71 |
|
$ |
91 |
|
|
$ |
156 |
|
|
$ |
194 |
|
|
|
|
|
|
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 June 30, 2025. As of June 30, 2025, the notes receivable — related party of $4 million, which originated prior to 2021, were classified as internal grade 1. There are no notes receivable on nonaccrual status and no past due financing receivables as of June 30, 2025.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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 and six months ended June 30, 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 June 30, 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.
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 debt and equity AFUDC. Debt AFUDC represents capitalized interest. Equity AFUDC represents the capitalization of the estimated average cost of equity during FERC-regulated 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.
Depreciation and Amortization
Depreciation and amortization is related to property, plant and equipment and customer relationships and other intangible assets, net, used in our transportation, storage and gathering businesses.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted future cash flows generated by the asset, an impairment loss is recognized resulting in the asset being written down to its estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.
Intangible Assets
Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited.
Goodwill
DT Midstream has goodwill resulting from business combinations. For each reporting unit with goodwill, we perform an impairment test annually or whenever events or circumstances indicate that the value of goodwill may be impaired.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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
There have been no changes to the summary of other significant accounting policies previously identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
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. As required, the Company will adopt ASU 2023-09 in its Form 10-K for the year ending December 31, 2025. The adoption of this standard is not expected to have a significant impact 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. We are currently evaluating the impact of this standard's adoption on our Consolidated Financial Statements.
NOTE 4 — REVENUE
Disaggregation of Revenue
The following is a summary of revenues disaggregated by segment:
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Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
(millions) |
|
Pipeline (a) |
$ |
176 |
|
|
$ |
109 |
|
|
$ |
345 |
|
|
$ |
216 |
|
|
|
|
|
|
| Gathering |
133 |
|
|
135 |
|
|
267 |
|
|
268 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating revenues |
$ |
309 |
|
|
$ |
244 |
|
|
$ |
612 |
|
|
$ |
484 |
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|
|
|
|
|
__________________________________
(a) Includes income outside the scope of ASC 606 primarily related to contracts accounted for as leases of $20 million and $2 million for the three months ended June 30, 2025 and 2024, respectively, and $41 million and $4 million for the six months ended June 30, 2025 and 2024, respectively. The lease income increased for the six months ended June 30, 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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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:
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|
|
2025 |
|
|
|
|
|
(millions) |
| Balance as of January 1 |
$ |
153 |
|
|
|
|
|
| Increases due to cash received or receivable, excluding amounts recognized as revenue during the period |
31 |
|
|
|
|
|
| Revenue recognized that was included in the balance at the beginning of the period |
$ |
(20) |
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|
|
|
|
|
|
|
|
|
|
Balance as of June 30 |
$ |
164 |
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|
|
|
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 into revenue upon delivery of the service to the customer.
The following table presents contract liability amounts as of June 30, 2025 that are expected to be recognized as revenue in future periods:
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|
|
|
|
|
(millions) |
| Remainder of 2025 |
$ |
10 |
|
| 2026 |
21 |
|
| 2027 |
20 |
|
| 2028 |
19 |
|
| 2029 |
18 |
|
| 2030 and thereafter |
76 |
|
| Total |
$ |
164 |
|
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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following table presents revenue amounts related to fixed consideration associated with unsatisfied performance obligations as of June 30, 2025 that are expected to be recognized as revenue in future periods:
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|
|
|
|
|
|
(millions) |
| Remainder of 2025 |
$ |
142 |
|
| 2026 |
252 |
|
| 2027 |
255 |
|
| 2028 |
208 |
|
| 2029 |
173 |
|
| 2030 and thereafter |
373 |
|
| Total |
$ |
1,403 |
|
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 June 30, 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 and six months ended June 30, 2025 and 2024, we recognized less than $1 million of amortization expense related to such capitalized costs.
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. We recognized a net increase of $5 million to goodwill during the three and six months ended June 30, 2025 as part of a Midwest Pipeline Acquisition measurement period adjustment in the Pipeline reporting unit. See Note 12, "Acquisition" to the Consolidated Financial Statements. No other additions, impairments or changes occurred during the three and six months ended June 30, 2025.
The following is the summary of the carrying value of goodwill:
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|
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|
|
June 30, |
|
December 31, |
|
2025 |
|
2024 |
|
(millions) |
| Pipeline |
$ |
361 |
|
|
$ |
356 |
|
| Gathering |
420 |
|
|
420 |
| Total goodwill |
$ |
781 |
|
|
$ |
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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following is a reconciliation of basic and diluted earnings per share:
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|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
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|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
(millions, except per share amounts) |
|
| Basic and Diluted Earnings per Common Share |
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| Net Income Attributable to DT Midstream |
$ |
107 |
|
|
$ |
96 |
|
|
$ |
215 |
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|
$ |
193 |
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|
|
|
|
| Average number of common shares outstanding — basic |
101.6 |
|
|
97.1 |
|
|
101.5 |
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|
97.1 |
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| Incremental shares attributable to: |
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|
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| Average dilutive restricted stock units and performance share awards |
0.9 |
|
|
0.8 |
|
|
1.0 |
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|
0.7 |
|
|
|
|
|
|
| Average number of common shares outstanding — diluted |
102.5 |
|
|
97.9 |
|
|
102.5 |
|
|
97.8 |
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|
|
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|
|
| Basic Earnings per Common Share |
$ |
1.05 |
|
|
$ |
0.99 |
|
|
$ |
2.12 |
|
|
$ |
1.99 |
|
|
|
|
|
|
| Diluted Earnings per Common Share |
$ |
1.04 |
|
|
$ |
0.98 |
|
|
$ |
2.10 |
|
|
$ |
1.97 |
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|
|
|
|
|
We declared the following cash dividends:
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|
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| Dividends Declared |
|
Dividend Amount |
|
Dividend Payment Date |
| (quarter ended) |
|
(per-share) |
|
(millions) |
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| 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 |
| June 30 |
|
$ |
0.820 |
|
|
$ |
83 |
|
|
July 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 rates of DT Midstream were 24% and 25% for the three months ended June 30, 2025 and 2024, respectively, and 24% for both of the six months ended June 30, 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.
One Big Beautiful Bill Act
On July 4, 2025, the OBBBA was signed into law in the U.S., which contains a broad range of tax reform provisions that amend, eliminate and extend tax rules under the Inflation Reduction Act. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position. Impacts to the Company of the OBBBA include permanent reinstatement of bonus depreciation on qualified property and modifications to the calculation for excess business interest expense limitation to the current tax estimate. We anticipate the impact will defer the payment of a portion of our current federal tax for multiple years, but because our tax provision is based on both current and deferred tax, the impact to our income statement is not expected to be material. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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.
Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments:
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|
|
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|
|
|
|
|
|
June 30, 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) |
$ |
13 |
|
|
$ |
— |
|
|
$ |
13 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Long-term notes receivable — related party |
4 |
|
|
— |
|
|
— |
|
|
4 |
|
|
4 |
|
|
— |
|
|
— |
|
|
4 |
|
Short-term borrowings (a) |
25 |
|
|
— |
|
|
25 |
|
|
— |
|
|
150 |
|
|
— |
|
|
150 |
|
|
— |
|
Long-term debt (b) |
$ |
3,321 |
|
|
$ |
— |
|
|
$ |
3,234 |
|
|
$ |
— |
|
|
$ |
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:
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|
|
|
|
|
|
Maturity |
|
June 30, |
|
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 Notes (b), (c) |
|
4.300% |
|
2032 |
|
600 |
|
|
600 |
|
| 2034 Notes |
|
Senior Notes (a), (c) |
|
5.800% |
|
2034 |
|
650 |
|
|
650 |
|
| Long-term debt principal |
|
|
|
|
|
|
|
3,350 |
|
|
3,350 |
|
| Unamortized debt discount |
|
|
|
|
|
|
|
(1) |
|
|
(1) |
|
| Unamortized debt issuance costs |
|
|
|
|
|
|
|
(28) |
|
|
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
| Long-term debt, net |
|
|
|
|
|
|
|
$ |
3,321 |
|
|
$ |
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.
(c) The collateral was released on May 16, 2025 following an Investment Grade Event under the respective indentures. In the event of a Reversion Event (as defined in the respective indentures), the collateral is required to be reinstated in accordance with the respective indentures.
Short-Term Credit Arrangements and Borrowings
The following table presents the availability under the Revolving Credit Facility:
|
|
|
|
|
|
|
|
June 30, |
|
|
2025 |
|
|
(millions) |
|
| Total availability |
|
|
Revolving Credit Facility, expiring December 2029 (a) |
$ |
1,000 |
|
|
| Amounts outstanding |
|
|
Revolving Credit Facility borrowings (b) |
25 |
|
|
| Letters of credit |
16 |
|
|
|
41 |
|
|
| Net availability |
$ |
959 |
|
|
______________________________
(a) The collateral was released on May 16, 2025 following an Investment Grade Event under the Credit Agreement. To the extent the collateral is reinstated under either of the 2032 Notes or the 2034 Notes, the collateral would also be reinstated under the Credit Agreement
(b) The weighted average interest rate for Revolving Credit Facility borrowings outstanding was 5.66% as of June 30, 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 June 30, 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.
On May 16, 2025, an an Investment Grade Event occurred under our Credit Agreement which, among other changes, automatically released the guarantees and collateral supporting our obligations under the Credit Agreement.
Upon the occurrence of the Investment Grade Event, the negative covenants were automatically amended to create additional flexibility for DT Midstream and its subsidiaries such that (i) the indebtedness negative covenant remains applicable solely to restrict DT Midstream’s restricted subsidiaries, (ii) the former restriction related to prepayments of junior indebtedness has fallen away, and (iii) the remaining negative covenants, including those related to liens, mergers, consolidations, liquidations or dissolutions, sales, transfers or other dispositions, investments, acquisitions, loans or advances, dividends and distributions or repurchases of capital stock, entering into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream, and transactions with affiliates, were amended automatically to provide for flexibility customary for investment grade companies.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
From and after the occurrence of the Investment Grade Event, the Credit Facility requires maintenance of (i) only the maximum consolidated net leverage ratio. The maximum consolidated net leverage ratio is set at 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). 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 Credit Agreement definition of annual consolidated EBITDA excludes EBITDA from equity method investees, but includes dividends and distributions from equity method investees. As of June 30, 2025, the consolidated net leverage ratio was 2.3 to 1 and we were in compliance with the financial covenant.
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 June 30, 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 June 30, 2025 is $11 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 June 30, 2025 is USD $51 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 June 30, 2025, one milestone had been achieved related to verification of gas production volumes and $10 million was paid and recorded as a prepaid asset. The remaining unamortized prepaid asset is $1 million and $8 million in current and long-term other assets, respectively, in DT Midstream's Consolidated Statements of Financial Position as of June 30, 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 June 30, 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 and six months ended June 30, 2025 and 2024.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Financial data for our business segments follows:
|
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|
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|
|
|
|
Three Months Ended June 30, 2025 |
|
Pipeline |
|
Gathering |
|
Total Reportable Segments |
|
Eliminations |
|
Total Consolidated |
|
(millions) |
| Revenues |
|
|
|
|
|
|
|
|
|
| Operating revenues |
$ |
176 |
|
|
$ |
133 |
|
|
$ |
309 |
|
|
$ |
— |
|
|
$ |
309 |
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
34 |
|
|
46 |
|
|
80 |
|
|
— |
|
|
80 |
|
| Depreciation and amortization |
28 |
|
|
35 |
|
|
63 |
|
|
— |
|
|
63 |
|
| Taxes other than income |
7 |
|
|
4 |
|
|
11 |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
| Other (Income) and Deductions |
|
|
|
|
|
|
|
|
|
| Interest expense |
11 |
|
|
29 |
|
|
40 |
|
|
— |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
| Earnings from equity method investees |
(30) |
|
|
— |
|
|
(30) |
|
|
— |
|
|
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
29 |
|
|
5 |
|
|
34 |
|
|
— |
|
|
34 |
|
Less: Net Income Attributable to Noncontrolling Interests |
4 |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| Net Income Attributable to DT Midstream |
$ |
93 |
|
|
$ |
14 |
|
|
$ |
107 |
|
|
$ |
— |
|
|
$ |
107 |
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
$ |
20 |
|
|
$ |
61 |
|
|
$ |
81 |
|
|
$ |
— |
|
|
$ |
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2024 |
|
Pipeline |
|
Gathering |
|
Total Reportable Segments |
|
Eliminations |
|
Total Consolidated |
|
(millions) |
| Revenues |
|
|
|
|
|
|
|
|
|
| Operating revenues |
$ |
109 |
|
|
$ |
135 |
|
|
$ |
244 |
|
|
$ |
— |
|
|
$ |
244 |
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
15 |
|
|
37 |
|
|
52 |
|
|
— |
|
|
52 |
|
| Depreciation and amortization |
19 |
|
|
34 |
|
|
53 |
|
|
— |
|
|
53 |
|
| Taxes other than income |
5 |
|
|
4 |
|
|
9 |
|
|
— |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
| Other (Income) and Deductions |
|
|
|
|
|
|
|
|
|
| Interest expense |
12 |
|
|
27 |
|
|
39 |
|
|
— |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
| Earnings from equity method investees |
(39) |
|
|
— |
|
|
(39) |
|
|
— |
|
|
(39) |
|
|
|
|
|
|
|
|
|
|
|
| Other income |
(2) |
|
|
(1) |
|
|
(3) |
|
|
— |
|
|
(3) |
|
| Income tax expense |
24 |
|
|
9 |
|
|
33 |
|
|
— |
|
|
33 |
|
Less: Net Income Attributable to Noncontrolling Interests |
4 |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| Net Income Attributable to DT Midstream |
$ |
71 |
|
|
$ |
25 |
|
|
$ |
96 |
|
|
$ |
— |
|
|
$ |
96 |
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
$ |
18 |
|
|
$ |
63 |
|
|
$ |
81 |
|
|
$ |
— |
|
|
$ |
81 |
|
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
Pipeline |
|
Gathering |
|
Total Reportable Segments |
|
Eliminations |
|
Total Consolidated |
|
(millions) |
| Revenues |
|
|
|
|
|
|
|
|
|
| Operating revenues |
$ |
345 |
|
|
$ |
267 |
|
|
$ |
612 |
|
|
$ |
— |
|
|
$ |
612 |
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
66 |
|
|
92 |
|
|
158 |
|
|
— |
|
|
158 |
|
| Depreciation and amortization |
56 |
|
|
70 |
|
|
126 |
|
|
— |
|
|
126 |
|
| Taxes other than income |
16 |
|
|
9 |
|
|
25 |
|
|
— |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
| Other (Income) and Deductions |
|
|
|
|
|
|
|
|
|
| Interest expense |
24 |
|
|
56 |
|
|
80 |
|
|
— |
|
|
80 |
|
| Interest income |
(1) |
|
|
— |
|
|
(1) |
|
|
— |
|
|
(1) |
|
| Earnings from equity method investees |
(67) |
|
|
— |
|
|
(67) |
|
|
— |
|
|
(67) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
59 |
|
|
10 |
|
|
69 |
|
|
— |
|
|
69 |
|
Less: Net Income Attributable to Noncontrolling Interests |
7 |
|
— |
|
|
7 |
|
|
— |
|
|
7 |
|
| Net Income Attributable to DT Midstream |
$ |
185 |
|
|
$ |
30 |
|
|
$ |
215 |
|
|
$ |
— |
|
|
$ |
215 |
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
$ |
44 |
|
|
$ |
108 |
|
|
$ |
152 |
|
|
$ |
— |
|
|
$ |
152 |
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
| Investments in equity method investees |
$ |
1,288 |
|
|
$ |
— |
|
|
$ |
1,288 |
|
|
$ |
— |
|
|
$ |
1,288 |
|
| Total Assets |
$ |
5,262 |
|
|
$ |
4,698 |
|
|
$ |
9,960 |
|
|
$ |
— |
|
|
$ |
9,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2024 |
|
Pipeline |
|
Gathering |
|
Total Reportable Segments |
|
Eliminations |
|
Total Consolidated |
|
(millions) |
| Revenues |
|
|
|
|
|
|
|
|
|
| Operating revenues |
$ |
216 |
|
|
$ |
268 |
|
|
$ |
484 |
|
|
$ |
— |
|
|
$ |
484 |
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
31 |
|
|
75 |
|
|
106 |
|
|
— |
|
|
106 |
|
| Depreciation and amortization |
37 |
|
|
66 |
|
|
103 |
|
|
— |
|
|
103 |
|
| Taxes other than income |
11 |
|
|
10 |
|
|
21 |
|
|
— |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
| Other (Income) and Deductions |
|
|
|
|
|
|
|
|
|
| Interest expense |
25 |
|
|
54 |
|
|
79 |
|
|
— |
|
|
79 |
|
| Interest income |
(1) |
|
|
— |
|
|
(1) |
|
|
— |
|
|
(1) |
|
| Earnings from equity method investees |
(85) |
|
|
— |
|
|
(85) |
|
|
— |
|
|
(85) |
|
|
|
|
|
|
|
|
|
|
|
| Other income |
(2) |
|
|
(1) |
|
|
(3) |
|
|
— |
|
|
(3) |
|
| Income tax expense |
48 |
|
|
16 |
|
|
64 |
|
|
— |
|
|
64 |
|
Less: Net Income Attributable to Noncontrolling Interests |
7 |
|
|
— |
|
|
7 |
|
|
— |
|
|
7 |
|
| Net Income Attributable to DT Midstream |
$ |
145 |
|
|
$ |
48 |
|
|
$ |
193 |
|
|
$ |
— |
|
|
$ |
193 |
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
$ |
39 |
|
|
$ |
140 |
|
|
$ |
179 |
|
|
$ |
— |
|
|
$ |
179 |
|
|
|
|
|
|
|
|
|
|
|
|
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 was 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 was 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 were and may be adjusted as additional information becomes available. During the three months ended June 30, 2025, we received a $10 million working capital adjustment in accordance with the Purchase and Sale Agreement, which reduced the preliminary purchase price by $10 million. During the three months ended June 30, 2025, we recorded other measurement period adjustments resulting in a net increase to goodwill of $5 million due to additional information received during the measurement period. The allocation of the purchase price is preliminary until the acquired entities' audited 2024 FERC financial statements are issued. Future adjustments to the purchase price allocation, if any, could result in changes to the amounts recognized in the consolidated financial statements, including potential adjustments to goodwill.
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.
DT Midstream, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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.
Rate Case Settlements
The FERC approval 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 June 30, 2025, there were no open FERC rate proceedings for these pipelines. The most recent approved rate proceeding for Guardian included a max tariff rate reduction of approximately 13%, effective April 1, 2025.
NOTE 14 — SUBSEQUENT EVENT
Dividend Declaration
On July 31, 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 September 15, 2025 and is expected to be paid on October 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 June 30, 2025 to the three months ended March 31, 2025, and the six months ended June 30, 2025 to the six months ended June 30, 2024, as applicable. The following table summarizes our consolidated financial results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
June 30, |
|
March 31, |
|
|
|
June 30, |
|
June 30, |
|
|
2025 |
|
2025 |
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions, except per share amounts) |
|
| Operating revenues |
$ |
309 |
|
|
$ |
303 |
|
|
|
|
$ |
612 |
|
|
$ |
484 |
|
|
|
|
|
|
| Net Income Attributable to DT Midstream |
107 |
|
|
108 |
|
|
|
|
215 |
|
|
193 |
|
|
|
|
|
|
| Diluted Earnings per Common Share |
$ |
1.04 |
|
|
$ |
1.06 |
|
|
|
|
$ |
2.10 |
|
|
$ |
1.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
June 30, |
|
June 30, |
|
|
|
2025 |
|
2025 |
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions) |
|
|
| Net Income Attributable to DT Midstream |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pipeline |
$ |
93 |
|
|
$ |
92 |
|
|
|
|
$ |
185 |
|
|
$ |
145 |
|
|
|
|
|
|
|
| Gathering |
14 |
|
|
16 |
|
|
|
|
30 |
|
|
48 |
|
|
|
|
|
|
|
| Total |
$ |
107 |
|
|
$ |
108 |
|
|
|
|
$ |
215 |
|
|
$ |
193 |
|
|
|
|
|
|
|
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 |
|
Six Months Ended |
|
|
|
|
June 30, |
|
March 31, |
|
|
|
June 30, |
|
June 30, |
|
|
2025 |
|
2025 |
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
(millions) |
|
| Operating revenues |
$ |
176 |
|
|
$ |
169 |
|
|
|
|
$ |
345 |
|
|
$ |
216 |
|
|
|
|
|
|
| Operation and maintenance |
34 |
|
|
32 |
|
|
|
|
66 |
|
|
31 |
|
|
|
|
|
|
| Depreciation and amortization |
28 |
|
|
28 |
|
|
|
|
56 |
|
|
37 |
|
|
|
|
|
|
| Taxes other than income |
7 |
|
|
9 |
|
|
|
|
16 |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Income |
107 |
|
|
100 |
|
|
|
|
207 |
|
|
137 |
|
|
|
|
|
|
| Interest expense |
11 |
|
|
13 |
|
|
|
|
24 |
|
|
25 |
|
|
|
|
|
|
| Interest income |
— |
|
|
(1) |
|
|
|
|
(1) |
|
|
(1) |
|
|
|
|
|
|
| Earnings from equity method investees |
(30) |
|
|
(37) |
|
|
|
|
(67) |
|
|
(85) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income |
— |
|
|
— |
|
|
|
|
— |
|
|
(2) |
|
|
|
|
|
|
| Income tax expense |
29 |
|
|
30 |
|
|
|
|
59 |
|
|
48 |
|
|
|
|
|
|
| Net Income |
97 |
|
|
95 |
|
|
|
|
192 |
|
|
152 |
|
|
|
|
|
|
| Less: Net Income Attributable to Noncontrolling Interests |
4 |
|
|
3 |
|
|
|
|
7 |
|
|
7 |
|
|
|
|
|
|
| Net Income Attributable to DT Midstream |
$ |
93 |
|
|
$ |
92 |
|
|
|
|
$ |
185 |
|
|
$ |
145 |
|
|
|
|
|
|
Operating revenues increased $7 million for the three months ended June 30, 2025 primarily due to new contracts on LEAP of $4 million and higher Stonewall volumes of $3 million. Operating revenues increased $129 million for the six months ended June 30, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition, new LEAP contracts and higher long term storage revenue.
Operation and maintenance expense increased $35 million for the six months ended June 30, 2025 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 as a result of the Midwest Pipeline Acquisition.
Depreciation and amortization expense increased $19 million for the six months ended June 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Taxes other than income increased $5 million for the six months ended June 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Earnings from equity method investees decreased $7 million for the three months ended June 30, 2025 primarily due to lower seasonal short-term contract revenues of $3 million each at Millennium and Vector. Earnings from equity method investees decreased $18 million for the six months ended June 30, 2025 primarily due to higher interest expense from senior unsecured notes issued in the third quarter of 2024 of $12 million and higher property taxes, lower short-term revenue and higher maintenance expenses in 2025 at Millennium of $6 million.
Interest expense decreased $1 million for the six months ended June 30, 2025 primarily due to repayment of the Term Loan Facility during 2024, partially offset by higher interest on the 2034 Notes.
Income tax expense increased $11 million for the six months ended June 30, 2025 due to an increase in income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1. of this Form 10-Q.
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 |
|
Six Months Ended |
|
|
|
|
June 30, |
|
March 31, |
|
|
|
June 30, |
|
June 30, |
|
|
2025 |
|
2025 |
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
(millions) |
|
| Operating revenues |
$ |
133 |
|
|
$ |
134 |
|
|
|
|
$ |
267 |
|
|
$ |
268 |
|
|
|
|
|
|
| Operation and maintenance |
46 |
|
|
46 |
|
|
|
|
92 |
|
|
75 |
|
|
|
|
|
|
| Depreciation and amortization |
35 |
|
|
35 |
|
|
|
|
70 |
|
|
66 |
|
|
|
|
|
|
| Taxes other than income |
4 |
|
|
5 |
|
|
|
|
9 |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Income |
48 |
|
|
48 |
|
|
|
|
96 |
|
|
117 |
|
|
|
|
|
|
| Interest expense |
29 |
|
|
27 |
|
|
|
|
56 |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income |
— |
|
|
— |
|
|
|
|
— |
|
|
(1) |
|
|
|
|
|
|
| Income tax expense |
5 |
|
|
5 |
|
|
|
|
10 |
|
|
16 |
|
|
|
|
|
|
| Net Income Attributable to DT Midstream |
$ |
14 |
|
|
$ |
16 |
|
|
|
|
$ |
30 |
|
|
$ |
48 |
|
|
|
|
|
|
Operating revenues decreased $1 million for the six months ended June 30, 2025 primarily due to lower Susquehanna Gathering volumes of $12 million and lower Appalachia Gathering volumes of $4 million, partially offset by higher firm revenue and a full six months of operations at Ohio Utica Gathering (which was placed into service in the second quarter of 2024) of $8 million, and higher Blue Union Gathering volumes of $7 million.
Operation and maintenance expense increased $17 million for the six months ended June 30, 2025 primarily due to a reduction in environmental contingent liabilities of $9 million in Q2 2024 at Appalachia Gathering, new assets placed into service and higher production-related operating expenses on Blue Union Gathering of $3 million and Clean Fuels Gathering operations of $3 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 $4 million for the six months ended June 30, 2025 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering and Clean Fuels Gathering.
Interest expense increased $2 million for the six months ended June 30, 2025 primarily due to higher interest related to the 2034 Notes, partially offset by repayment of the Term Loan Facility during 2024.
Income tax expense decreased $6 million for the six months ended June 30, 2025 primarily due to lower income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
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, and Tioga 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
(millions) |
| Cash and Cash Equivalents at Beginning of Period |
|
|
|
|
$ |
68 |
|
|
$ |
56 |
|
|
|
| Net cash and cash equivalents from operating activities |
|
|
|
|
432 |
|
|
406 |
|
|
|
| Net cash and cash equivalents used for investing activities |
|
|
|
|
(124) |
|
|
(143) |
|
|
|
| Net cash and cash equivalents used for financing activities |
|
|
|
|
(302) |
|
|
(246) |
|
|
|
| Net Increase in Cash and Cash Equivalents |
|
|
|
|
6 |
|
|
17 |
|
|
|
| Cash and Cash Equivalents at End of Period |
|
|
|
|
$ |
74 |
|
|
$ |
73 |
|
|
|
For purposes of the following discussion, any increases or decreases refer to the comparison of the six months ended June 30, 2025 to the six months ended June 30, 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 $26 million for the six months ended June 30, 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, partially offset by decreases in dividends received from equity method investees and decreases in net working capital changes.
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 $19 million for the six months ended June 30, 2025 primarily due to a decrease in cash used for plant and equipment expenditures and a purchase price adjustment for the Midwest Pipeline Acquisition, partially offset by lower distributions received from equity method investees.
Financing Activities
DT Midstream paid cash dividends on common stock of $158 million and $138 million during the six months ended June 30, 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 increased $56 million for the six months ended June 30, 2025 primarily due to higher net repayments of borrowings under the Revolving Credit Facility, higher dividends paid on common stock and higher payroll taxes paid related to vested stock-based compensation.
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 June 30, 2025, we had $16 million of letters of credit outstanding and $25 million borrowings outstanding under our Revolving Credit Facility. We had approximately $1.0 billion of available liquidity as of June 30, 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 a maximum consolidated net leverage ratio covenant that DT Midstream must maintain. An Investment Grade Event under the Credit Agreement occurred on May 16, 2025. 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 $2 million in contributions to equity method investees, were $154 million for the six months ended June 30, 2025 primarily for expansions on Blue Union Gathering, Appalachia Gathering, Clean Fuels Gathering, Stonewall and LEAP. 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 six months ended June 30, 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 June 30, 2025, we had floating rate debt of $25 million related to borrowings outstanding under our Revolving Credit Facility, and a floating rate debt-to-total debt ratio of 1%. 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 Vector. Rapidly changing global trade policies, such as tariffs, may increase capital expenditures, operating costs and market 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 June 30, 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 June 30, 2025 |
|
|
|
(millions) |
|
|
| Interest rate risk |
|
$ |
(88) |
|
|
$ |
92 |
|
|
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 June 30, 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 June 30, 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. There have been no material changes to our risk factors since the 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 June 30, 2025, none of the Company’s directors or executive officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408 of Regulation S-K.
Item 6. Exhibits
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| Exhibit Number |
|
Description |
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|
|
(i) Exhibits incorporated by reference: |
|
|
|
|
|
Certificate of Incorporation of DT Midstream, Inc. (incorporated by reference to Exhibit 3.1 to DT Midstream's Current Report on Form 8-K filed July 1, 2021) |
|
|
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|
|
Certificate of Amendment to the Certificate of Incorporation of DT Midstream, Inc. (incorporated by reference to Exhibit 3.1 to DT Midstream's Current Report on Form 8-K filed May 9, 2025) |
|
|
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|
|
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) |
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|
|
|
|
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) |
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|
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) |
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|
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) |
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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) |
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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) |
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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) |
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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) |
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(ii) Exhibits filed herewith: |
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Second Amended and Restated Bylaws of DT Midstream, Inc., effective May 9, 2025 |
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Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report |
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Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report |
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Mine Safety Disclosure |
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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 |
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| 101.SCH |
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XBRL Taxonomy Extension Schema |
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| 101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase |
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Description |
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XBRL Taxonomy Extension Definition Database |
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| 101.LAB |
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XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase |
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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(iii) Exhibits furnished herewith: |
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Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report |
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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.
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Date: |
July 31, 2025 |
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DT MIDSTREAM, INC. |
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By: |
/S/ JEFFREY A. JEWELL |
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Jeffrey A. Jewell Chief Financial and Accounting Officer |
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(Duly Authorized Officer) |
EX-3.3
2
a63025ex33.htm
EX-3.3
Document
SECOND AMENDED AND RESTATED BYLAWS
OF
DT MIDSTREAM, INC.
(hereinafter called the “Corporation”)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1.01. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”).
SECTION 1.02. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting in accordance with these amended and restated bylaws of the Corporation (as amended from time to time in accordance with the provisions hereof, these “Bylaws”) shall be held on such date and at such time as shall be designated from time to time by the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.
SECTION 1.03. Special Meetings. Special meetings of the stockholders of the Corporation may be called (i) by the Chief Executive Officer, (ii) by the Board, or (iii) by the Chairperson of the Board at the request in writing of stockholders owning at least 25% (the “Requisite Percentage”) of the outstanding shares of the Corporation’s Voting Stock (as defined in the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”)) for a minimum of one full year prior to the date such request is delivered to the Secretary (as defined below). A special meeting requested by stockholders in accordance with this Section 1.03 shall be held at such date, time and place, including by means of Internet or other electronic communications technology, as may be designated by the Board; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, or (ii) the Board has called or calls for an annual meeting of stockholders to be held within 90 days after the Secretary receives the request for the special meeting and the Board determines in good faith that the business of such annual meeting includes (among any other matters properly brought before the annual meeting) the business specified in the special meeting request. To be in proper form and valid, a request for a stockholder requested special meeting shall (i) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (ii) bear the date of signature of each stockholder (or authorized agent) signing the request, (iii) set forth (A) the name and address, as they appear in the Company’s books, of each stockholder signing such request (or on whose behalf the request is signed), (B) the number of shares that are held of record or are beneficially owned, directly or indirectly, by such stockholder, (C) include documentary evidence that the stockholder held the Requisite Percentage as of the request date and for a minimum of one full year prior to the request date, provided that if any of the stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the Secretary within ten (10) days after the request date) that the beneficial owners on whose behalf the request is made held, together with any requesting stockholders who are beneficial owners, the Requisite Percentage as of the request date and for a minimum of one full year prior to the request date and (D) a certification from the stockholder submitting the request that the stockholders signing the request in the aggregate satisfy the Requisite Percentage, (iv) describe any material interest of each such stockholder in the specific purpose or purposes of the meeting, (v) contain any other information that would be required to be provided by a stockholder seeking to nominate directors or bring an item of business before an annual meeting of stockholders pursuant to SECTION 1.17, (vi) include an acknowledgment by each stockholder and any authorized agent that any reduction in shares owned by such stockholder as of the date of delivery of the special meeting request and prior to the record date for the proposed meeting requested by such stockholder shall constitute a revocation of such request to the extent of such reduction, and (vii) include an agreement by each stockholder and any authorized agent to update and supplement the information previously provided to the Company in connection with such request, not later than ten (10) business days after the record date for notice of the stockholder requested special meeting.
In addition, the stockholders and any of their authorized agents shall promptly provide any other information reasonably requested by the Company. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary; provided, however, that if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board, in its discretion, may cancel the special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however, that nothing herein shall prohibit the Board from submitting additional matters to the stockholders at any special meeting requested by stockholders. In accordance with Section 1.03, the Chairperson of the Board, the Chief Executive Officer or the Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.
SECTION 1.04. Notice. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law or the Certificate of Incorporation of the Corporation (as amended from time to time and including, without limitation, the terms of any certificate of designation with respect to any series of preferred stock, the “Certificate of Incorporation”), written notice of any meeting shall be given either personally, by mail or by electronic transmission (if permitted under the circumstances by the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”)) not less than ten nor more than 60 days before the date of the meeting, by or at the direction of the Chairperson of the Board, the Chief Executive Officer or the Board, to each stockholder entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the Corporation. If notice is given by means of electronic transmission, such notice shall be deemed to be given when the notice is transmitted. Any stockholder may waive notice of any meeting before or after the meeting. The attendance of a stockholder at any meeting shall constitute a waiver of notice at such meeting, except where the stockholder attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 1.05. Adjournments. Any meeting of stockholders of the Corporation may be adjourned from time to time to reconvene at the same or some other place by holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, though less than a quorum, or by any officer entitled to preside at or to act as secretary of such meeting, and notice need not be given of any such adjourned meeting if the time and place thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting in accordance with the requirements of SECTION 1.04 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.
SECTION 1.06. Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to such vote. If a quorum shall not be present or represented at any meeting of stockholders, either the chairperson of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in SECTION 1.05 of these Bylaws, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
SECTION 1.07. Voting.
(a) Matters Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the voting power of the Corporation’s capital stock present in person or represented by proxy at the meeting and entitled to vote on such matter, voting as a single class, unless the matter is one upon which, by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter. Votes may be cast in person or by proxy as provided in SECTION 1.10 of these Bylaws. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.
(b) Election of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.
SECTION 1.08. Voting of Stock of Certain Holders. Shares of stock of the Corporation standing in the name of another corporation or entity, domestic or foreign, and entitled to vote may be voted by such officer, agent or proxy as the bylaws or other internal regulations of such corporation or entity may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation or entity may determine. Shares of stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares, unless on the transfer records of the Corporation such stockholder has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.
SECTION 1.09. Treasury Stock. Shares of stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders of the Corporation and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this SECTION 1.09 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.
SECTION 1.10. Proxies. Each stockholder entitled to vote at a meeting of stockholders of the Corporation may authorize another person or persons to act for such stockholder by proxy filed with the secretary of the Corporation (the “Secretary”) before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
SECTION 1.11. No Consent of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and, as specified by the Certificate of Incorporation, the ability of the stockholders to consent in writing to the taking of any action is specifically denied.
SECTION 1.12. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make or have prepared and made, at least ten days before every meeting of stockholders of the Corporation, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
SECTION 1.13. Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders of the Corporation or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this SECTION 1.13 at the adjourned meeting.
SECTION 1.14. Organization and Conduct of Meetings. The Chairperson of the Board shall act as chairperson of meetings of stockholders of the Corporation. The Board may designate any other director or officer of the Corporation to act as chairperson of any meeting in the absence of the Chairperson of the Board, and the Board may further provide for determining who shall act as chairperson of any meeting of stockholders in the absence of the Chairperson of the Board and such designee. The Board may adopt by resolution such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants. Except to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
SECTION 1.15. Inspectors of Election. In advance of any meeting of stockholders of the Corporation, the Chairperson of the Board, the Chief Executive Officer or the Board, by resolution, shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting.
Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.
SECTION 1.16. Nature of Business at Meetings of Stockholders.
(a) General. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s proxy materials with respect to such meeting given by or at the direction of the Board (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this SECTION 1.16 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting, (B) who is entitled to vote at such annual meeting and (C) who complies with the notice procedures set forth in this SECTION 1.16. In addition to the other requirements set forth in this SECTION 1.16, a stockholder may not transact any business at an annual meeting unless (1) such stockholder and any beneficial owner on whose behalf such business is proposed (each, a “Proposing Party”) acted in a manner consistent with the representation made in the Business Solicitation Representation (as defined below) and (2) such business is a proper matter for stockholder action under the DGCL. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders.
(b) Timing of Notice. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is convened more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received no more than 120 days prior to such annual meeting nor less than the later of (i) 90 days prior to such annual meeting and (ii) ten days after the day on which Public Disclosure of the date of the meeting was made. In no event shall an adjournment of an annual meeting, or a postponement of an annual meeting for which notice has been given, or the Public Disclosure thereof, commence a new time period for the giving of a stockholder’s notice as described above.
(c) Form of Notice. To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each matter each Proposing Party proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, the text of such business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment); (ii) the name and address of each Proposing Party and any Stockholder Associated Person (as defined below); (iii)(A) the class or series and number of shares of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record by each Proposing Party or any Stockholder Associated Person and (B) the date such Proposing Party or Stockholder Associated Person acquired each such share of capital stock of the Corporation; (iv)(A) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by each Proposing Party or any Stockholder Associated Person, (B) any proxy, contract, arrangement, understanding or relationship pursuant to which any Proposing Party or any Stockholder Associated Person has a right to vote any class or series of shares of the Corporation, (C) any Short Interest (as defined below) held by or involving any Proposing Party or any Stockholder Associated Person, (D) any rights to dividends on the shares of the Corporation owned beneficially by any Proposing Party or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any Proposing Party or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (F) any performance-related fees (other than an asset-based fee) that any Proposing Party or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including, without limitation, any such interests held by members of such Proposing Party’s or such Stockholder Associated Person’s immediate family sharing the same household, (G) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by any Proposing Party or any Stockholder Associated Person and (H) any direct or indirect interest of any Proposing Party or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), which information described in this clause (iv) shall be supplemented by such stockholder not later than ten days after the record date for the meeting to disclose such information as of the record date; (v) a description of all arrangements or understandings between any Proposing Party or any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by such Proposing Party and any material interest of any Proposing Party and any Stockholder Associated Person in such business; (vi) a representation that such stockholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (vii) a Business Solicitation Representation; (viii) a representation that each Proposing Party and any Stockholder Associated Person shall provide any other information reasonably required by the Corporation to determine if such notice is in proper form; (ix) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each Proposing Party and any Stockholder Associated Person; and (x) any other information relating to each Proposing Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for stockholder proposals pursuant to Section 14 of the Exchange Act or the rules and regulations promulgated thereunder (the “Proxy Rules”).
(d) Definitions. For purposes of these Bylaws, (i) “Business Solicitation Representation” shall mean, with respect to any Proposing Party, a representation as to whether or not such Proposing Party or any Stockholder Associated Person will deliver a proxy statement and form of proxy to the holders of at least the percentage of the Corporation’s voting shares required under applicable law to adopt such proposed business or otherwise to solicit proxies from stockholders in support of such proposal; (ii) ”Public Disclosure” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (iii) “Stockholder Associated Person” shall mean, with respect to any Proposing Party, Nominating Party (as defined below) or Eligible Stockholder (as defined below) (A) any person directly or indirectly controlling, controlled by, under common control with or acting in concert with such Proposing Party, Nominating Party or Eligible Stockholder (as applicable), (B) any member of the immediate family of such Proposing Party, Nominating Party or Eligible Stockholder (as applicable) sharing the same household or (C) any beneficial owner on whose behalf such Proposing Party, Nominating Party or Eligible Stockholder (as applicable) is acting; and (iv) “Short Interest” shall mean any agreement, arrangement, understanding, relationship or otherwise, including, without limitation, any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving any Proposing Party or any Nominating Party, as applicable, or any Stockholder Associated Person of any Proposing Party or Nominating Party, as applicable, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Party or such Nominating Party, as applicable, or any Stockholder Associated Person of any Proposing Party or Nominating Party, as applicable, with respect to any class or series of shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of shares of the Corporation.
(e) Improper Business. No business shall be conducted at the annual meeting of stockholders of the Corporation except business brought before the annual meeting in accordance with the procedures set forth in this SECTION 1.16; provided that business related to the election or nomination of directors shall be governed by the provisions of SECTION 1.17 and not by this SECTION 1.16. If the chairperson of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the business was not properly brought before the meeting, and such business shall not be transacted. Notwithstanding the foregoing provisions of this SECTION 1.16, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to propose business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this SECTION 1.16, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
SECTION 1.17. Nomination of Directors.
(a) General. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right, if any, of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances and except as may otherwise be provided in the Proxy Rules. Nominations of persons for election to the Board may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by or at the direction of the Board (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this SECTION 1.17 and on the record date for the determination of stockholders entitled to notice of and to vote at such meeting, (B) who is entitled to vote at such meeting and (C) who complies with the notice procedures set forth in this SECTION 1.17. In addition to the other requirements set forth herein, a stockholder may not present a nominee for election at an annual or a special meeting unless such stockholder, and any beneficial owner on whose behalf such nomination is made, acted in a manner consistent with the representations made in the Nominee Solicitation Representation (as defined below).
(b) Timing of Notice. In addition to any other applicable requirements, for a nomination to be made by a stockholder of the Corporation, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is convened more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received no more than 120 days prior to such annual meeting nor less than the later of (A) 90 days prior to such annual meeting and (B) ten days after the earlier of (1) the day on which notice of the date of the meeting was mailed or (2) the day on which Public Disclosure of the date of the meeting was made; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, (A) not less than 90 days nor more than 120 days prior to such special meeting or (B) no more than ten days after the earlier of (1) the day on which notice of the date of the special meeting was mailed or (2) the day on which Public Disclosure of the date of the special meeting was made, if such day is less than 100 days prior to the date of the special meeting. In no event shall an adjournment of an annual or a special meeting, or a postponement of such a meeting for which notice has been given, or the public disclosure thereof, commence a new time period for the giving of a stockholder’s notice as described above. Notwithstanding the foregoing, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under this SECTION 1.17 and there is no Public Disclosure by the Corporation naming the nominees for the additional directorships at least 90 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this SECTION 1.17 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such Public Disclosure is first made by the Corporation.
(c) Form of Notice. To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (each, a “Stockholder Nominee”) (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class or series and number of shares of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record by such person, and (D) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors required pursuant to the Proxy Rules; (ii) the name and address of the stockholder giving the notice and the beneficial owner, if any, on whose behalf such nomination is made (each, a “Nominating Party”) and any Stockholder Associated Person; (iii) as to each Nominating Party, (A)(1) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by each Nominating Party or any Stockholder Associated Person and (2) the date such Nominating Party or Stockholder Associated Person acquired each such share of capital stock of the Corporation; (iv)(A) any Derivative Instrument directly or indirectly owned beneficially by each Nominating Party or any Stockholder Associated Person, (B) any proxy, contract, arrangement, understanding or relationship pursuant to which any Nominating Party or any Stockholder Associated Person has a right to vote any class or series of shares of the Corporation, (C) any Short Interest held by or involving any Nominating Party or any Stockholder Associated Person, (D) any rights to dividends on the shares of the Corporation owned beneficially by any Nominating Party or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any Nominating Party or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (F) any performance-related fees (other than an asset-based fee) that any Nominating Party or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including, without limitation, any such interests held by members of such Nominating Person’s or such Stockholder Associated Person’s immediate family sharing the same household, (G) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by any Nominating Party or any Stockholder Associated Person and (H) any direct or indirect interest of any Nominating Party or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), which information described in this clause (iv) shall be supplemented by such stockholder not later than ten days after the record date for the meeting to disclose such information as of the record date; (v) a description of all arrangements or understandings between any Nominating Party or any Stockholder Associated Person and each Stockholder Nominee or any other person or persons (including their names) pursuant to which the nomination(s) are to be made; (vi) a representation that such stockholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (vii) a representation (a “Nominee Solicitation Representation”) as to whether or not such Nominating Party or any Stockholder Associated Person will deliver a proxy statement and form of proxy to a number of holders of the Corporation’s voting shares reasonably believed by such Nominating Party to be sufficient to elect its Stockholder Nominee or Nominees or otherwise to solicit proxies from stockholders in support of such nominations; (viii) a representation that each Nominating Party and any Stockholder Associated Person shall provide any other information reasonably required by the Corporation to determine if such notice is in proper form; (ix) a written questionnaire with respect to the background and qualification of each Stockholder Nominee and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary upon written request); (x) a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation; (xi) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among each Nominating Party and any Stockholder Associated Person, on the one hand, and each Stockholder Nominee, and his or her respective affiliates or associates or other parties with whom they are acting in concert, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such Nominating Party, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant; (xii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each Nominating Party and any Stockholder Associated Person; and (xiii) any other information relating to each Nominating Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Proxy Rules. Such notice must be accompanied by a written consent of each Stockholder Nominee to being named as a nominee and to serve as a director if elected. The Corporation may require any Stockholder Nominee to furnish such other information as it may reasonably require to determine the eligibility of such Stockholder Nominee to serve as a director of the Corporation, including any additional information as necessary to determine if such Stockholder Nominee is independent under applicable listing standards, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors.
(d) Defective Nominations. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this SECTION 1.17. If the chairperson of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the nomination was defective, and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this SECTION 1.17, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this SECTION 1.17, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
SECTION 1.18. Proxy Access for Director Nominations. The Corporation shall include in its proxy statement for any annual meeting of stockholders the name, together with the Required Information (defined below), of any Stockholder Nominee identified in a timely notice that satisfies SECTION 1.17 delivered by one or more stockholder who at the time the request is delivered satisfy, or are acting on behalf of persons who satisfy the ownership and other requirements of this SECTION 1.18 (such stockholder or stockholders, the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this ARTICLE I to have its Stockholder Nominee included in the Corporation’s proxy materials pursuant to this SECTION 1.18.
(a) For purposes of this SECTION 1.18, the “Required Information” that the Corporation will include in its proxy statement is (i) the information concerning the Stockholder Nominee and the Eligible Stockholder and any Stockholder Associated Person that, as determined by the Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (ii) if the Eligible Stockholder so elects, a Statement (defined below).
(b) The Corporation shall not be required to include a Stockholder Nominee in the Corporation’s proxy materials for any meeting of stockholders for which (i) the Secretary receives a notice that the Eligible Stockholder has nominated a person for election to the Board of Directors pursuant to the notice requirements set forth in SECTION 1.17 and (ii) the Eligible Stockholder does not expressly elect at the time of providing the notice to have its Stockholder Nominee included in the Corporation’s proxy materials pursuant to this SECTION 1.18.
(c) The number of Stockholder Nominees appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders (including Stockholder Nominees elected to the Board of Directors at either of the two preceding annual meetings who are standing for re-election and any Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this SECTION 1.18 and either are subsequently withdrawn or that the Board decides to nominate (each, a “Board Nominee”) shall not exceed the greater of (i) two or (ii) 20 percent of the number of directors in office (rounded down to the nearest whole number) as of the last day on which notice of a nomination may be delivered pursuant to this SECTION 1.18 (the “Final Proxy Access Nomination Date”). In the event that one or more vacancies for any reason occurs after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board resolves to reduce the size of the Board in connection therewith, the maximum number of Stockholder Nominees for inclusion in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this SECTION 1.18 exceeds this maximum number, each Eligible Stockholder shall select one Stockholder Nominee for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation’s capital stock each Eligible Stockholder disclosed as owned in the written notice of the nomination submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.
(d) An Eligible Stockholder must have owned (as defined below) three percent or more of the Corporation’s outstanding capital stock continuously for at least three years (the “Required Shares”) as of both the date the written notice of the nomination is delivered to or mailed and received by the Corporation in accordance with SECTION 1.17 and the record date for determining stockholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the foregoing ownership requirement under this subsection (d), (i) the shares of common stock owned by one or more stockholders, or by the person or persons who own shares of the Corporation’s common stock and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (ii) any two or more funds that are (A) under common management and funded primarily by a single employer or (B) a “group of investment companies,” as such term is defined in section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one stockholder or person for this purpose.
Within the time period specified in this SECTION 1.18 for providing notice of a nomination, an Eligible Stockholder must provide the following information in writing to the Secretary (in addition to the information required to be provided by SECTION 1.17): (1) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the written notice of the nomination is delivered to or mailed and received by the Corporation, the Eligible Stockholder and any Stockholder Associated Person own, and have owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) continuous ownership of the Required Shares through the record date, (2) the written consent of each Stockholder Nominee to be named in the proxy statement as a nominee and to serving as a director if elected, (3) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as may be amended, (4) a representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder hereunder) (x) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (y) has not nominated and will not nominate for election to the Board at the meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this SECTION 1.18, (z) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee or a Board Nominee, (xx) will not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation, and (yy) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (5) an undertaking that the Eligible Stockholder agrees to (x) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, (y) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this SECTION 1.18, (z) file with the Securities and Exchange Commission all soliciting and other materials as required under SECTION 1.17 and (xx) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting. The inspector of elections shall not give effect to the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) votes with respect to the election of directors if the Eligible Stockholder does not comply with each of the representations in clause (4) above.
(e) For purposes of this SECTION 1.18, an Eligible Stockholder and any Stockholder Associated Person shall be deemed to “own” only those outstanding shares of the Corporation’s capital stock as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder in any transaction that has not been settled or closed, (y) borrowed by such stockholder for any purposes or purchased by such stockholder pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder. A person shall “own” shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the stockholder. A person’s ownership of shares shall be deemed to continue during any period in which the person has loaned such shares; provided that the person has the power to recall such loaned shares on five business days’ notice. Whether outstanding shares of the Corporation capital stock are “owned” for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders.
(f) The Eligible Stockholder may provide to the Secretary, within the time period specified in SECTION 1.17 for providing notice of a nomination, a written statement for inclusion in the Corporation’s proxy statement for the meeting, not to exceed 500 words, in support of the Stockholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this ARTICLE I, the Corporation may omit from its proxy materials any information or Statement that it believes would violate any applicable law, rule, regulation or listing standard.
(g) The Corporation shall not be required to include, pursuant to this SECTION 1.18, a Stockholder Nominee in its proxy materials (i) if the Eligible Stockholder who has nominated such Stockholder Nominee, or any Stockholder Associated Person, has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee(s) or a Board Nominee, (ii) who is not independent under applicable listing standards, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors, (iii) whose election as a member of the Board would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporation’s capital stock is traded, or any applicable state or federal law, rule or regulation, (iv) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (v) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (vi) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (vii) if such Stockholder Nominee or the applicable Eligible Stockholder or any Stockholder Associated Person shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board, or (viii) if the Eligible Stockholder or any Stockholder Associated Person or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder, Stockholder Associated Person or Stockholder Nominee or fails to comply with its obligations pursuant to this ARTICLE I.
(h) In addition to the information required to be provided by the Eligible Stockholder by SECTION 1.17 and SECTION 1.18, each Stockholder Nominee and each Board Nominee shall provide to the Secretary of the Corporation, within two weeks of receipt of the Secretary’s written request therefore, the following information: (i) a complete copy of the Corporation’s form of director’s questionnaire and (ii) the consent of the Stockholder Nominee to the Corporation engaging in a background investigation of the Stockholder Nominee, including the possible use of one or more third parties to assist with the investigation.
(i) Notwithstanding anything to the contrary set forth herein, the Board or the person presiding over the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder or any Stockholder Associated Person shall have breached its or their obligations, agreements or representations under this Article I, as determined by the Board or the person presiding at the meeting, or (ii) the Eligible Stockholder or a Stockholder Associated Person (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this SECTION 1.18.
(j) The Eligible Stockholder and any Stockholder Associated Person (including any person who owns shares that constitute part of such Eligible Stockholder’s or Stockholder Associated Person’s ownership for purposes of satisfying this ARTICLE I) shall file with the Securities and Exchange Commission any solicitation or other communication with the stockholders of the Corporation relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.
(k) No person may be a member of more than one group of persons constituting an Eligible Stockholder under this SECTION 1.18.
SECTION 1.19. Exchange Act. Notwithstanding the provisions of SECTION 1.16, SECTION 1.17 and SECTION 1.18 above, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in such sections.
SECTION 1.20. Remote Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:
(a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,
provided that
(i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;
(ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
ARTICLE II
DIRECTORS
SECTION 2.01. Number. The number of directors that shall constitute the entire Board shall be fixed, from time to time, exclusively by the Board, subject to the rights of holders of any series of preferred stock with respect to the election of directors, if any.
SECTION 2.02. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation required to be exercised or done by the stockholders.
SECTION 2.03. Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board shall be held at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called by the Chairperson of the Board (if there be one), the Chief Executive Officer or the Board and shall be held at such place, on such date and at such time as he, she or it shall specify.
SECTION 2.04. Notice. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board stating the place, date and time of the meeting shall be given to each director by mail addressed to such director at such director’s residence or usual place of business not less than 48 hours before the meeting or by notifying each director either personally, by telephone or by electronic transmission not less than 24 hours before the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. If mailed, such notice shall be deemed to be given at the time when deposited in the United States mail with first class postage thereon prepaid. If notice is given by means of electronic transmission, such notice shall be deemed to be given when the notice is transmitted. Any director may waive notice of any meeting before or after the meeting. The attendance of a director at any special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in any notice of such meeting unless so required by law. A meeting may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting in accordance with SECTION 5.06 of these Bylaws.
SECTION 2.05. Chairperson of the Board. The Chairperson of the Board (who may be designated Executive Chairperson if serving as an employee of the Corporation) shall be chosen from among the directors and may be the Chief Executive Officer.
Except as otherwise provided by law, the Certificate of Incorporation or SECTION 2.06 or SECTION 2.07 of these Bylaws, the Chairperson of the Board shall preside at all meetings of stockholders and of the Board. The Chairperson of the Board shall have such other powers and duties as may from time to time be assigned by the Board.
SECTION 2.06. Lead Independent Director. The Board may include a Lead Independent Director. The Lead Independent Director shall be one of the directors who has been determined by the Board to be an “independent director” (any such director, an “Independent Director”). The Lead Independent Director shall preside at all meetings of the Board at which the Chairperson of the Board is not present, preside over the executive sessions of the Independent Directors, serve as a liaison between the Chairperson of the Board and the Board and have such other responsibilities, and perform such duties, as may from time to time be assigned to him or her by the Board. The Lead Independent Director shall be elected by a majority of the Independent Directors.
SECTION 2.07. Organization. At each meeting of the Board, the Chairperson of the Board, or, in the Chairperson’s absence, the Lead Independent Director, or in the Lead Independent Director’s absence, a director chosen by a majority of the directors present, shall act as chairperson. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.
SECTION 2.08. Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights of holders of any series of preferred stock with respect to the election of directors, a director may be removed from office at any time by the stockholders (i) at all times prior to the 2024 annual meeting of stockholders or such other time as the Board is no longer classified under Section 141(d) of the DGCL (or any successor provision thereto), only for cause and (ii) commencing with the 2024 annual meeting of stockholders or such other time, with or without cause.
SECTION 2.09. Quorum. At all meetings of the Board, a majority of directors constituting the Board shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.
SECTION 2.10. Actions of the Board by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission are filed with the minutes of proceedings of the Board or committee.
SECTION 2.11. Telephonic Meetings. Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this SECTION 2.11 shall constitute presence in person at such meeting.
SECTION 2.12. Committees. The Board may designate one or more committees, each committee to consist of two or more of the directors of the Corporation and, to the extent permitted by law, to have and exercise such authority as may be provided for in the resolutions creating such committee, as such resolutions may be amended from time to time. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Each committee shall keep regular minutes and report to the Board when required.
A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have the power at any time to fill vacancies in, to change the membership of or to dissolve any such committee.
SECTION 2.13. Compensation. The Board shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board or any committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for service as director or committee member, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 2.14. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation’s directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes the contract or transaction.
ARTICLE III
OFFICERS
SECTION 3.01. General. The officers of the Corporation shall be chosen by the Board and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board, in its discretion, may also elect one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and such other officers as the Board from time to time may deem appropriate. The Board, in its discretion, may leave vacant any office other than that of the President, a Secretary and a Treasurer. Any two or more offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. The officers of the Corporation need not be stockholders of the Corporation.
SECTION 3.02. Election; Term. The Board shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board, and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer may be removed at any time by the Board. Any officer may resign upon notice given in writing or electronic transmission to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event. Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in this ARTICLE III for the regular election to such office.
SECTION 3.03. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer or any other officer authorized to do so by the Board, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.
The Board may, by resolution, from time to time confer like powers upon any other person or persons.
SECTION 3.04. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, have general supervision over the business of the Corporation and shall direct the affairs and policies of the Corporation. The Chief Executive Officer may also serve as Chairperson of the Board and may also serve as President, if so elected by the Board. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board.
SECTION 3.05. President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer.
SECTION 3.06. Secretary. The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings, shall have custody of the seal of the Corporation and shall affix it or cause it to be affixed to such instruments as require the seal and attest it and, besides the Secretary’s powers and duties prescribed by law, shall have such other powers and perform such other duties as shall at any time be assigned to such officer by the Board.
SECTION 3.07. Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board or in such banks as may be designated as depositaries in the manner provided by resolution of the Board. The Treasurer shall have such other powers and perform such other duties as shall at any time be assigned to such officer by the Board.
SECTION 3.08. Other Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
ARTICLE IV
STOCK
SECTION 4.01. Uncertificated Shares. Unless otherwise provided by resolution of the Board, each class or series of shares of the Corporation’s capital stock shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Shares shall be transferable only on the books of the Corporation by the holder thereof in person or by attorney upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
SECTION 4.02. Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto.
SECTION 4.03. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
SECTION 4.04. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chief Executive Officer, the President, any Executive Vice President or any Senior Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chief Executive Officer, the President, any Executive Vice President or any Senior Vice President of the Corporation may delegate contractual powers to others under such officer’s jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.
SECTION 5.02. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
SECTION 5.03. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other day as may be fixed from time to time by resolution of the Board.
SECTION 5.04. Corporate Seal. The corporate seal shall be in the form adopted by the Board of Directors. Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be affixed by any officer of the Corporation to any instrument executed by authority of the Corporation, and the seal when so affixed may be attested by the signature of any officer of the Corporation.
SECTION 5.05. Offices. The Corporation shall maintain a registered office inside the State of Delaware and may also have other offices outside or inside the State of Delaware. The books of the Corporation may be kept (subject to any applicable law) outside the State of Delaware at the principal executive offices of the Corporation or at such other place or places as may be designated from time to time by the Board.
SECTION 5.06. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any regular or special meeting of the Board or committee thereof need be specified in any waiver of notice of such meeting unless so required by law.
ARTICLE VI
AMENDMENTS
SECTION 6.01. Amendments. These Bylaws may be adopted, amended, altered or repealed by the Board or by the stockholders of the Corporation by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
* * *
Adopted as of: May 9, 2025.
EX-31.1
3
a63025ex311.htm
EX-31.1
Document
Exhibit 31.1
FORM 10-Q CERTIFICATION
I, David Slater, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DT Midstream, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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| /S/ DAVID J. SLATER |
Date: |
July 31, 2025 |
David J. Slater President and Chief Executive Officer of DT Midstream, Inc. |
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EX-31.2
4
a63025ex312.htm
EX-31.2
Document
Exhibit 31.2
FORM 10-Q CERTIFICATION
I, Jeffrey Jewell, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DT Midstream, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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| /S/ JEFFREY A. JEWELL |
Date: |
July 31, 2025 |
Jeffrey A. Jewell Executive Vice President Chief Financial and Accounting Officer of DT Midstream, Inc. |
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EX-32.1
5
a63025ex321.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DT Midstream, Inc. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Slater, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| Date: |
July 31, 2025 |
/S/ DAVID J. SLATER |
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David J. Slater President and Chief Executive Officer of DT Midstream, Inc. |
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A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2
6
a63025ex322.htm
EX-32.2
Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DT Midstream, Inc. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Jewell, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| Date: |
July 31, 2025 |
/S/ JEFFREY A. JEWELL |
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Jeffrey A. Jewell Executive Vice President, Chief Financial and Accounting Officer of DT Midstream, Inc. |
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A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EX-95.1
7
a63025ex951minesafety.htm
EX-95.1
Document
EXHIBIT 95.1
Mine Safety Disclosure
The following disclosure is provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977.
The table that follows reflects citations, orders, violations and proposed assessments issued by the Mine Safety and Health Administration (the “MSHA”) to DTM Louisiana Gathering, LLC, an indirect wholly owned subsidiary of DT Midstream, Inc. The disclosure is with respect to the three months ended June 30, 2025. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by the MSHA at www.MSHA.gov.
DT Midstream, Inc.
Mine Safety Disclosure
For the Three Months Ended June 30, 2025
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Operation (1) |
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Section 104 S&S Citations |
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Section 104(b) Orders |
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Section 104(d) Citations and Orders |
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Section 110(b)(2) Violations |
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Section 107(a) Orders |
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Total Dollar
Value of
Proposed
MSHA
Assessments (2)
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Total Number of Mining Related Fatalities |
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Received Notice of Pattern of Violations Under Section 104(e) |
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Received Notice of Potential to Have Pattern Under Section 104(e) |
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Legal Actions Pending as of the Last Day of Period |
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Legal Actions Initiated During Period |
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Legal Actions Resolved During Period |
DTM GEN6 Proppants, LLC ID: 1601585 |
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$ |
— |
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No |
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No |
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$ |
— |
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No |
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No |
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(1) The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine.
(2) The whole-dollar amounts included are the total dollar value of all proposed or outstanding assessments, regardless of classification, received from MSHA on or before June 30, 2025 regardless of whether the assessment has been challenged or appealed, for alleged violations occurring during the three months ended June 30, 2025. Citations and orders can be contested and appealed, and as part of that process, are sometimes reduced in severity and amount, and are sometimes dismissed. The number of citations, orders, and proposed assessments vary by inspector and also vary depending on the size and type of the operation.