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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2024

Commission File Number: 1-40392

DT Midstream, Inc.

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

 

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

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

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

Title of Each Class   Trading Symbol(s)   Name of Exchange on which Registered
Common stock, par value $0.01   DTM   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

Emerging growth company

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

 
   

 

 

Item 2.02.Results of Operations and Financial Condition.

DT Midstream, Inc. (“DT Midstream”) is furnishing the Securities and Exchange Commission with its earnings release issued February 16, 2024, announcing financial results for the year ended December 31, 2023. A copy of the earnings release, including supplemental financial information, is furnished as Exhibit 99.1 and incorporated by reference.

Item 7.01.Regulation FD Disclosure.

In DT Midstream’s earnings release issued on February 16, 2024, DT Midstream also announced that its Board of Directors has declared a quarterly cash dividend of $0.735 per share of common stock. The dividend is payable to DT Midstream’s stockholders of record as of March 18, 2024, and is expected to be paid on April 15, 2024.

 

DT Midstream is furnishing the SEC with its slide presentation issued February 16, 2024. A copy of the slide presentation is furnished as Exhibit 99.2 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

 

 

Item 9.01Financial Statements and Exhibits.
Exhibit   Description
     
99.1   Earnings Release of DT Midstream dated February 16, 2024.
99.2   Slide Presentation of DT Midstream dated February 16, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements:

This Current Report on Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section in DT Midstream’s Form 10-K (which section is incorporated by reference herein), and in conjunction with other SEC reports filed by DT Midstream that discuss important factors that could cause DT Midstream’s actual results to differ materially. DT Midstream expressly disclaims any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.

 

 

   

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 16, 2024

 

DT MIDSTREAM, INC.

(Registrant)

  by
    /s/ Jeffrey Jewell
    Name: Jeffrey Jewell
    Title:   Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

DT Midstream Reports Strong Fourth Quarter 2023 Results; Raises Dividend and 2024 Adjusted EBITDA Guidance

Full year 2023 Adjusted EBITDA of $924 million represents a 10% increase over the prior year
Increased dividend by 7%
Increased 2024 Adjusted EBITDA guidance
Provided 2025 Adjusted EBITDA early outlook

 

DETROIT, Feb. 16, 2024 – DT Midstream, Inc. (NYSE: DTM) today announced fourth quarter 2023 reported net income of $121 million, or $1.24 per diluted share. For the fourth quarter of 2023, Operating Earnings were $121 million, or $1.24 per diluted share. Adjusted EBITDA for the quarter was $239 million.

Reconciliations of Operating Earnings and Adjusted EBITDA (non-GAAP measures) to reported net income are included at the end of this news release.

“As a result of a great team effort, we delivered excellent results in 2023, exceeding our guidance. I want to thank each employee for their contribution,” said David Slater, President and CEO. “We successfully executed on the largest construction program in our history last year, completing key expansions ahead of schedule and on budget. These projects will deliver strong growth over the next two years.”

Slater noted the following significant business updates:

Increased 2024 Adjusted EBITDA guidance range to $930 to $980 million
Provided 2025 Adjusted EBITDA early outlook range of $980 million to $1.04 billion, representing 6% annual growth from 2024
Increased dividend by 7% from fourth quarter 2023 to $0.735 per share, to be paid on April 15, 2024 to stockholders of record on March 18, 2024

“Our strong financial results for 2023, combined with our strong organic backlog, advantaged asset positions, and flexible balance sheet give us high confidence in meeting our goals for this year and beyond,” said Jeff Jewell, Executive Vice President and CFO.

   

 

The company has scheduled a conference call to discuss results for 8:30 a.m. ET (7:30 a.m. CT) today. Investors, the news media and the public may listen to a live internet broadcast of the call at this link. The participant toll-free telephone dial-in number in the U.S. and Canada is 888.330.2022, and the toll number is 646.960.0690; the passcode is 8347152. International access numbers are available here. The webcast will be archived on the DT Midstream website at investor.dtmidstream.com.

# # #

About DT Midstream

DT Midstream (NYSE: DTM) is an owner, operator and developer of natural gas interstate and intrastate pipelines, storage and gathering systems, compression, treatment and surface facilities. The company transports clean natural gas for utilities, power plants, marketers, large industrial customers and energy producers across the Southern, Northeastern and Midwestern United States and Canada. The Detroit-based company offers a comprehensive, wellhead-to-market array of services, including natural gas transportation, storage and gathering. DT Midstream is transitioning towards net zero greenhouse gas emissions by 2050, including a plan of achieving 30% of its carbon emissions reduction by 2030. For more information, please visit the DT Midstream website at www.dtmidstream.com.

 

Why DT Midstream Uses Operating Earnings, Adjusted EBITDA and Distributable Cash Flow

Use of Operating Earnings Information – Operating Earnings exclude non-recurring items, certain mark-to-market adjustments and discontinued operations. DT Midstream management believes that Operating Earnings provide a more meaningful representation of the company’s earnings from ongoing operations and uses Operating Earnings as the primary performance measurement for external communications with analysts and investors. Internally, DT Midstream uses Operating Earnings to measure performance against budget and to report to the Board of Directors.

 

 

   

 

 Adjusted EBITDA is defined as GAAP net income attributable to DT Midstream before expenses for interest, taxes, depreciation and amortization, and loss from financing activities, further adjusted to include the proportional share of net income from equity method investees (excluding interest, taxes, depreciation and amortization), and to exclude certain items the company considers non-routine. DT Midstream believes Adjusted EBITDA is useful to the company and external users of DT Midstream’s financial statements in understanding operating results and the ongoing performance of the underlying business because it allows management and investors to have a better understanding of actual operating performance unaffected by the impact of interest, taxes, depreciation, amortization and non-routine charges noted in the table below. We believe the presentation of Adjusted EBITDA is meaningful to investors because it is frequently used by analysts, investors and other interested parties in the midstream industry to evaluate a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending on accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. DT Midstream uses Adjusted EBITDA to assess the company’s performance by reportable segment and as a basis for strategic planning and forecasting.

 

Distributable Cash Flow (DCF) is calculated by deducting earnings from equity method investees, depreciation and amortization attributable to noncontrolling interests, cash interest expense, maintenance capital investment (as defined below), and cash taxes from, and adding interest expense, income tax expense, depreciation and amortization, certain items we consider non-routine and dividends and distributions from equity method investees to, Net Income Attributable to DT Midstream. Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. We believe DCF is a meaningful performance measurement because it is useful to us and external users of our financial statements in estimating the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and making maintenance capital investments, which could be used for discretionary purposes such as common stock dividends, retirement of debt or expansion capital expenditures.

 

In this release, DT Midstream provides 2024 and 2025 Adjusted EBITDA guidance. The reconciliation of net income to Adjusted EBITDA as projected for full-year 2024 and 2025 is not provided. DT Midstream does not forecast net income as it cannot, without unreasonable efforts, estimate or predict with certainty the components of net income. These components, net of tax, may include, but are not limited to, impairments of assets and other charges, divestiture costs, acquisition costs, or changes in accounting principles. All of these components could significantly impact such financial measures. At this time, DT Midstream is not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, DT Midstream is not able to provide a corresponding GAAP equivalent for Adjusted EBITDA.

 

   

 

 

Forward-looking Statements

This release contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, business prospects, outcomes of regulatory proceedings, market conditions, and other matters, based on what we believe to be reasonable assumptions and on information currently available to us.

 

Forward-looking statements can be identified by the use of 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. The absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking. In particular, express or implied statements relating to future earnings, cash flow, results of operations, uses of cash, tax rates and other measures of financial performance, future actions, conditions or events, potential future plans, strategies or transactions of DT Midstream, and other statements that are not historical facts, are 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; global supply chain disruptions; actions taken by third-party operators, processors, transporters and gatherers; changes in expected production from Southwestern 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; the price and availability of debt and equity financing; restrictions in our existing and any future credit facilities and indentures;

 

   

 

the effectiveness of the Company’s 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; labor relations and markets, including the ability to attract, hire and retain key employee and contract personnel; large customer defaults; changes in tax status, as well as changes in tax rates and regulations; the effects and associated cost of compliance with existing and future laws and governmental regulations, such as the Inflation Reduction Act; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to climate change and greenhouse gas emissions; ability to develop low carbon business opportunities and deploy greenhouse gas 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, 2023 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, see the discussion under the section entitled “Risk Factors” in our Annual Report for the year ended December 31, 2023, filed with the SEC on Form 10-K and any other reports filed with the SEC. Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, you should not put undue reliance on any 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.

 

Investor Relations

Todd Lohrmann, DT Midstream, 313.774.2424
investor_relations@dtmidstream.com

   

 

 

DT Midstream, Inc.

Reconciliation of Reported to Operating Earnings (non-GAAP, unaudited)

 

                                 
    Three Months Ended
    December 31,   September 30,
    2023   2023
    Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings   Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings
    (millions)
  Adjustments     $ —   $ —           $ —   $ —    
  Net Income Attributable to DT Midstream $ 121   $ —   $ —   $ 121   $ 91   $ —   $ —   $ 91
                                 
    Year Ended
    December 31,   December 31,
    2023   2022
    Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings   Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings
    (millions)
  State income tax adjustment     $ —   $ —           $ —   $ (25) A  
  Equity method investee goodwill impairment                 7 B (1)    
  Gain on sale                 (17) C 5    
  Net Income Attributable to DT Midstream $ 384   $ —   $ —   $ 384   $ 370   $ (10)   $ (21)   $ 339
                                 
(1) Excluding tax related adjustments, the amount of income taxes was calculated based on a combined federal and state income tax rate, considering the applicable jurisdictions of the respective segments and deductibility of specific operating adjustments
Adjustments Key                              
A State tax rate reduction impact to deferred income tax expense due to enacted tax legislation
B Equity method investee goodwill impairment — recorded in Earnings from equity method investees
C Gain on sale of certain assets in the Utica shale region — recorded in Assets (gains) losses and impairments, net
                                 

 

 

   

 

 

DT Midstream, Inc.

Reconciliation of Reported to Operating Earnings per diluted share (2) (non-GAAP, unaudited)

 

                                 
    Three Months Ended
    December 31,   September 30,
    2023   2023
    Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings   Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings
    (per share)
  Adjustments     $ —   $ —           $ —   $ —    
  Net Income Attributable to DT Midstream $ 1.24   $ —   $ —   $ 1.24   $ 0.94   $ —   $ —   $ 0.94
                                 
                                 
    Year Ended
    December 31,   December 31,
    2023   2022
    Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings   Reported Earnings   Pre-tax Adjustments   Income Taxes (1)   Operating Earnings
    (per share)
  State income tax adjustment     $ —   $ —           $ —   $ (0.26) A  
  Equity method investee goodwill impairment                 0.08 B (0.03)    
  Gain on sale                 (0.17) C 0.05    
  Net Income Attributable to DT Midstream $ 3.94   $ —   $ —   $ 3.94   $ 3.81   $ (0.09)   $ (0.24)   $ 3.48
                                 
(1) Excluding tax related adjustments, the amount of income taxes was calculated based on a combined federal and state income tax rate, considering the applicable jurisdictions of the respective segments and deductibility of specific operating adjustments
(2) Per share amounts are divided by Weighted Average Common Shares Outstanding — Diluted, as noted on the Consolidated Statements of Operations
Adjustments Key                              
A State tax rate reduction impact to deferred income tax expense due to enacted tax legislation
B Equity method investee goodwill impairment — recorded in Earnings from equity method investees
C Gain on sale of certain assets in the Utica shale region — recorded in Assets (gains) losses and impairments, net
                                 
                                 

 

 

 

 

   

 

 

 

DT Midstream, Inc.

Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA (non-GAAP, unaudited)

 

                 
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
  Consolidated (millions)
  Net Income Attributable to DT Midstream $ 121   $ 91   $ 384   $ 370
  Plus: Interest expense 39   38   150   137
  Plus: Income tax expense 2   33   104   100
  Plus: Depreciation and amortization 49   46   182   170
  Plus: Loss from financing activities       13
  Plus: EBITDA from equity method investees (1) 74   70   286   217
  Plus: Adjustments for non-routine items (2)       (10)
  Less: Interest income     (1)   (3)
  Less: Earnings from equity method investees (45)   (41)   (177)   (150)
  Less: Depreciation and amortization attributable to noncontrolling interests (1)   (1)   (4)   (3)
  Adjusted EBITDA $ 239   $ 236   $ 924   $ 841
                 
(1) Includes share of our equity method investees’ earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA.” A reconciliation of earnings from equity method investees to EBITDA from equity method investees follows:
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
    (millions)
  Earnings from equity methods investees $ 45   $ 41   $ 177   $ 150
  Plus: Depreciation and amortization attributable to equity method investees 21   20   82   56
  Plus: Interest expense attributable to equity method investees 8   9   27   11
  EBITDA from equity method investees $ 74   $ 70   $ 286   $ 217
                 
(2) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region, partially offset by an equity method investee goodwill impairment of $7 million.
                 
                 

 

 

 

   

 

 

DT Midstream, Inc.

Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA

Pipeline Segment (non-GAAP, unaudited)

 

                 
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
  Pipeline (millions)
  Net Income Attributable to DT Midstream $ 93   $ 64   $ 278   $ 228
  Plus: Interest expense 13   13   55   57
  Plus: Income tax expense 3   23   75   62
  Plus: Depreciation and amortization 19   17   69   63
  Plus: Loss from financing activities       6
  Plus: EBITDA from equity method investees (1) 74   70   286   217
  Plus: Adjustments for non-routine items (2)       $ 7
  Less: Interest income     (1)   (1)
  Less: Earnings from equity method investees (45)   (41)   (177)   (150)
  Less: Depreciation and amortization attributable to noncontrolling interests (1)   (1)   (4)   (3)
  Adjusted EBITDA $ 156   $ 145   $ 581   $ 486
                 
(1) Includes share of our equity method investees’ earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA.” A reconciliation of earnings from equity method investees to EBITDA from equity method investees follows:
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
    (millions)
  Earnings from equity methods investees $ 45   $ 41   $ 177   $ 150
  Plus: Depreciation and amortization attributable to equity method investees 21   20   82   56
  Plus: Interest expense attributable to equity method investees 8   $ 9   27   11
  EBITDA from equity method investees $ 74   $ 70   $ 286   $ 217
                 
(2) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included an equity method investee goodwill impairment of $7 million.
                 
                 

 

 

 

 

   

 

 

DT Midstream, Inc.

Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA

Gathering Segment (non-GAAP, unaudited)

 

                 
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
  Gathering (millions)
  Net Income Attributable to DT Midstream $ 28   $ 27   $ 106   $ 142
  Plus: Interest expense 26   25   95   80
  Plus: Income tax expense (1)   10   29   38
  Plus: Depreciation and amortization 30   29   113   107
  Plus: Loss from financing activities       7
  Plus: Adjustments for non-routine items (1)       (17)
  Less: Interest income       (2)
  Adjusted EBITDA $ 83   $ 91   $ 343   $ 355
                 
(1) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region.
                 
                 

 

 

 

 

 

 

 

   

 

DT Midstream, Inc.

Reconciliation of Net Income Attributable to DT Midstream to Distributable Cash Flow (non-GAAP, unaudited)

 

                 
    Three Months Ended Year Ended
    December 31,   September 30,   December 31,   December 31,
    2023   2023   2023   2022
    (millions)
  Net Income Attributable to DT Midstream $ 121   $ 91   $ 384   $ 370
  Plus: Interest expense 39   38   150   137
  Plus: Income tax expense 2   33   104   100
  Plus: Depreciation and amortization 49   46   182   170
  Plus: Loss from financing activities       13
  Plus: Adjustments for non-routine items (1)     (371)   (17)
  Less: Earnings from equity method investees (45)   (41)   (177)   (150)
  Less: Depreciation and amortization attributable to noncontrolling interests (1)   (1)   (4)   (3)
  Plus: Dividends and distributions from equity method investees 66   48   623   198
  Less: Cash interest expense (64)   (7)   (140)   (125)
  Less: Cash taxes (1)   (3)   (22)   (24)
  Less: Maintenance capital investment (2) (7)   (11)   (29)   (22)
  Distributable Cash Flow $ 159   $ 193   $ 700   $ 647
                 
(1) Distributable Cash Flow calculation excludes certain items we consider non-routine. For the year ended December 31, 2023, adjustments for non-routine items included the $371 million NEXUS financing distribution. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region.
(2) Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings.
                 
                 

 

# # #

 

 

 

 

 

 

 

 

Exhibit 99.2

 

Fourth Quarter 2023 Earnings Call February 16, 2024 Ammons compressor station Appalachia Gathering System phase 2 expansion DT Midstream

 
 

Safe Harbor Statement This presentation contains statements which, to the extent they are not statements of historical or present fact, constitute "forward looking statements" under the securities laws. These forward looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, business prospects, outcomes of regulatory proceedings, market conditions, and other matters, based on what we believe to be reasonable assumptions and on information currently available to us. Forward-looking statements can be identified by the use of 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. The absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking. In particular, express or implied statements relating to future earnings, cash flow, results of operations, uses of cash, tax rates and other measures of financial performance, future actions, conditions or events, potential future plans, strategies or transactions of DT Midstream, and other statements that are not historical facts, are 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; global supply chain disruptions; actions taken by third party operators, processors, transporters and gatherers; changes in expected production from Southwestern 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; the price and availability of debt and equity financing; restrictions in our existing and any future credit facilities and indentures; the effectiveness of the Company's 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; labor relations an d markets, including the ability to attract, hire and retain key employee and contract personnel; large customer defaults; changes in tax status, as well as changes in tax rates and regulations; the effects and associated cost of compliance with existing and future laws and governmental regulations, such as the Inflation Reduction Act; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to climate change and greenhouse gas emissions; ability to develop low carbon business opportunities and deploy greenhouse gas 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, 2023 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, see the discussion under the section entitled "Risk Factors" in our Annual Report for the year ended December 31, 2023, filed with the SEC on Form 10 K and any other reports filed with the SEC. Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward -looking statement, you should not put undue reliance on any 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. DT Midstream 2

 
 

DT Midstream Investment Thesis Pure play natural gas midstream portfolio ~65% pipeline segment1; highest in sector2 ~9-year contract tenor3 No commodity exposure Integrated wellhead to market service Premium shareholder returns Distinctive Adjusted EBITDA4 growth of 10%5 Consistent dividend growth of 7%6 Targeting 5-7% long-term Adjusted EBITDA and dividend growth Strong organic growth Sizeable project backlog Funded within cash flow Expandable assets serving growing LNG export demand Executing on tangible energy transition projects Balance sheet strength Line-of-sight to investment grade credit rating in 2024 Reducing leverage No debt maturities for four years7 Annual debt reduction at Millennium and Vector DT Midstream 1. Represents percentage of fourth quarter 2023 Adjusted EBITDA. 2. Natural gas pipeline percentage of overall Adjusted EBITDA; compared to US-based midstream peers (AM, ENLC, EPD, ET, ETRN, KMI, MPLX, OKE, TRGP, WES, WMB). 3. Overall portfolio weighted average contract tenor. 4. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix. 5. Represents annual growth rate from 2022 to 2023. 6. Represents compounded annual growth rate from 2021 (first dividend declared) to 2024. 7. Excludes revolving credit facility 3

 
 

2023 Year in Review Delivering on our commitments and building for the future Delivered strong growth and financial results exceeding guidance Executed growth investments ahead of schedule and on budget Positioned assets to ramp into growing gas demand Advanced energy transition platform DT Midstream 4

 
 

2023 Year in Review: Financial Results Strong financial performance across key metrics Distinctive growth $924 million Adjusted EBITDA1 10% YoY and exceeded guidance midpoint Growing return of capital 7% annual dividend growth2 2.6x dividend coverage ratio3 Irreplaceable natural gas pipeline portfolio 65% pipeline segment contribution4 Highest in sector5 Efficient capital deployment $677 million growth capital invested6 7% compared to guidance midpoint Strong balance sheet 3.6x / 4.1x on-balance sheet / proportional leverage 0.3x reduction in on-balance sheet debt since 2021 DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix. 2. Represents compounded annual growth rate from 2021 - 2023. 3. Dividend coverage ratio for year ended 2023. 4. Represents percentage of fourth quarter 2023 Adjusted EBITDA. 5. Compared to US-based midstream peers (AM, ENLC, EPD, ET, ETRN, KMI, MPLX, OKE, TRGP, WES, WMB). 6. Growth capital reflects total DT Midstream capital spend of $750 million less cash contributions from customers of $73 million 5

 
 

2023 Year in Review: Completed Growth Investments Organic growth projects placed in-service early and on budget Market Project Key accomplishment First-mover advantage Gulf Coast / LNG LEAP phase 1 & 2 expansions (in-service early) +700 MMcf/d of capacity Positioned for demand ramp Gulf Coast / LNG Blue Union expansion +400 MMcf/d treating capacity New growth platform Midwest Ohio Utica (in-service early) Initial trunkline in-service Unlocking Appalachia growth Midwest / Northeast Appalachia Gathering System phase 2 expansion +150 MMcf/d in system mainline capacity Increased critical egress capacity Midwest NEXUS hydraulic capacity optimization +80 MMcf/d of capacity DT Midstream 6

 
 

2023 Year in Review: Executing on Organic Growth Executed new commercial agreements to serve key demand markets Northeast Appalachia Gathering System phase 3: Incremental 60 MMcf/d mainline capacity Tioga Gathering: Incremental 70 MMcf/d capacity Ohio Utica Gathering System: >200 MMcf/d gathering backbone, supporting emerging resource play New projects added in Q4 2023 Gulf Coast Blue Union well pad expansion: New gathering pipelines with incremental fixed surcharge Blue Union Carthage area connection: 400 MMcf/d supply interconnect LEAP Gillis Access interconnect: 1 Bcf/d interconnect with Gillis Access project DT Midstream 7

 
 

Delivering Distinctive and Predictable Growth Track record of strong growth Historical Adjusted EBITDA1 (Millions) 9% CAGR $720 2020 $778 2021 $841 2022 $924 2023 Relative Growth 2020-2023 Adjusted EBITDA CAGR2 9% DT Midstream 4% Peer average3 Well positioned assets and take-or-pay contract structures consistently deliver best-in-class results DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 2. 2023 Adjusted EBITDA based on analyst estimate consensus for peers 3. Peer average of gas focused peers (AM, ENLC, ETRN, KMI, TRP, WMB) 8

 
 

Full Year Financial Results Distinctive financial growth Adjusted EBITDA1 (millions) xx segment % of total +10% $814 $486 58% $355 42% 2022 $924 $581 63% $343 37% 2023 Pipeline Gathering Pipeline LEAP expansions Increased ownership in Millennium pipeline Higher Washington 10 storage rates Gathering Higher volumes in Northeast, offset by lower volumes in Haynesville DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 9

 
 

Continuing Our Track Record of Distinctive Growth Targeting long-term Adjusted EBITDA growth of 5-7% Adjusted EBITDA1 (millions) +6% $930 - $980 2024 guidance $980 - $1,040 2025 early outlook 5-7% long-term growth rate Differentiated growth drivers $1.3 billion organic growth project backlog Tangible energy transition projects Fully funded with long-term, contract-backed free cash flows No commodity exposure DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 10

 
 

Committed Growth Investment Summary Continue to advance short-cycle growth investments Project Expected in-service dates Pipeline Haynesville LEAP pipeline expansion - phase 2 In-service Haynesville LEAP Gillis Access interconnect Q2 2024 Haynesville LEAP pipeline expansion - phase 3 Q3 2024 Gathering Appalachia Gathering System expansion - phase 2 In-service Haynesville Blue Union expansion In-service Ohio Utica Gathering System - initial development Q1 2024 Haynesville Blue Union Carthage area connection Q2 2024 Appalachia Tioga Gathering expansion (New) Q2 2025 Appalachia Gathering System expansion - phase 3 (New) Q2 2025 Haynesville Blue Union well pad expansion (New) Q2 2025 In-flight project updates LEAP phase 3 is currently ahead of schedule All other growth investments on track and on budget DT Midstream 11

 
 

2024 Growth Capex Flexible capital budget, fully funded within cash flows Growth capex (millions) ~$100 Committed growth capex (prior disclosure) ~$35 Deferral from 2023 to 2024 $95 - $125 New growth projects added in Q4 2023 Cash flow after dividends $70 - $115 Highly probable (pre-FID1 projects) Fully funded within cash flows $300 - $375 2024 guidance2 Flexible, short-cycle, capital investments New, highly accretive gathering expansions in both regions Highly probable projects expected to reach final investment decision later this year Any excess cash flow will be deployed toward debt reduction DT Midstream 1. Final investment decision 2. Guidance range is net of a ~$20 million customer contribution 12

 
 

Disciplined Capital Investment Self-funding highly accretive organic growth projects Growth capex (millions) Committed Pre-FID 2023 original guidance $677 2023 actuals1 $300 - $375 2024 guidance2 ~$50 2025 Flexible, short-cycle, capital investments Total committed capex of ~$300 million over 2024/2025 Advancing numerous accretive organic projects towards final investment decisions Currently expect a similar overall level of growth investment in 2025 as in 2024 DT Midstream 1. 2023 growth capex reflects total DT Midstream capital spend of $750 million less cash contributions from customers of $73 million 2. Guidance range is net of a ~$20 million customer contribution 13

 
 

Sizeable Organic Project Backlog Balanced opportunity set across all business segments Pipeline Project Contribution Status LEAP phase 1 expansion Aug. 2023 In-service LEAP phase 2 expansion Dec. 2023 In-service LEAP Gillis Access interconnect Q2 2024 In development LEAP phase 3 expansion Q3 2024 In development LEAP phase 4+ expansion 2025/26 Pre-FID NEXUS / Generation Pipeline interconnection 2026 Pre-FID Vector expansion 2026 Pre-FID Stonewall expansion 2027 Pre-FID NEXUS expansion 2027/28 Pre-FID Millennium expansion 2028 Pre-FID Energy Transition Project Contribution Status Louisiana CCS phase 1 2H 2026 Pre-FID Low carbon fuels 2025/26 Pre-FID Louisiana CCS phase 2 2027 Pre-FID Gathering Project Contribution Status Blue Union gathering / treating expansion Dec. 2023 In-service Appalachia Gathering System expansion - phase 2 Jan. 2024 In-service Ohio Utica - initial development Q1 2024 Partial in-service Blue Union Carthage area connection Q2 2024 In development Tioga Gathering expansion Q2 2025 In development Blue Union well pad expansion Q2 2025 In development Appalachia Gathering System expansion - phase 3 Q2 2025 In development Blue Union well pad expansion 2026 Pre-FID Ohio Utica buildout 2025/26 Pre-FID Tioga buildout 2026/27 Pre-FID 2024 - 2027 growth capex by segment 60% 20% 20% > $1.3 billion organic growth project backlog at 5-8x build multiples DT Midstream 14

 
 

Dividend Growth Consistent return of capital via dividend increases Annualized dividend (per share) 7% CAGR 2.40 2021 actual 2.56 2022 actual 2.76 2023 actual +7% 2.94 20241 Financial policy is to provide a growing and durable dividend Plan to grow dividend 5-7% annually, in-line with Adjusted EBITDA2 Maintain a dividend coverage ratio3 above our 2.0x floor DT Midstream 1. Annualized Q1 2024 board approved dividend ($0.735/share) 2. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 3. The dividend coverage ratio represents Distributable Cash Flow divided by annualized approved quarterly dividend. Definition and reconciliation of Distributable Cash Flow (non-GAAP) to net income included in the appendix 15

 
 

2024/2025 Guidance Summary (millions, except EPS) Guidance 2024 Adjusted EBITDA1 $930 - $980 2024 Operating Earnings2 $335 - $375 2024 Operating EPS2 $3.43 - $3.83 2024 Distributable Cash Flow3 $640 - $700 2024 Capital Expenditures4 $330 - $415 Growth Capital $300 - $375 Maintenance Capital $30 - $40 2025 Adjusted EBITDA (early outlook) $980 - $1,040 DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 2. Definition and reconciliation of Operating Earnings and Operating Earnings per Share (non-GAAP) to reported earnings included in this appendix; EPS calculation based on average share count of approximately 97 million shares outstanding - diluted 3. Definition and reconciliation of Distributable Cash Flow (non-GAAP) to net income included in the appendix 4. Includes contribution to equity method investees; guidance range is net of a ~$20 million customer contribution 16

 
 

Pure Play Natural Gas Midstream Portfolio Integrated pipeline platform in leading gas basins serving growing markets Pipelines connect world-class basins to high-quality markets ~900 miles of FERC-regulated interstate pipelines that have interconnections with multiple interstate pipelines and LDCs ~700 miles of intrastate pipelines 94 Bcf of gas storage capacity Gathering assets feed our pipelines Dry gas gathering assets serving growing gas production in the premier, low-cost production areas of the Marcellus / Utica and Haynesville ~800 miles of pipe, 119 compressor units with 258,000 horsepower and ~2.6 Bcf/d of treating capacity Michigan System Ontario, Canada Michigan Washington 10 Storage Complex Bluestone Gathering Lateral Pipeline New York Vector Pipeline Generation Pipeline UTICA SHALE Tioga Gathering System Susquehanna Gathering System Millennium Pipeline New Jersey HAYNESVILLE SHALE NEXUS Gas Transmission Pipeline MARCELLUS SHALE Pennsylvania Birdsboro Pipeline Blue Union Gathering System Ohio Ohio Utica System Texas LEAP Gathering Lateral Pipeline Stonewall Gas Gathering Lateral Pipeline Appalachia Gathering System Maryland Louisiana Kentucky West Virginia Virginia DT Midstream assets LNG facilities Operational Under development DT Midstream 17

 
 

Diversified Asset Base Anchored by Strong Pipeline Segment Highest natural gas pipeline asset contribution in sector1 Business mix (% of total 2023 Adjusted EBITDA2) Gathering 37% Ohio Utica <1% Tioga <1% AGS 11% Blue Union 14% Susquehanna 12% Pipeline 63% Millennium 13% NEXUS 11% LEAP 11% Stonewall 8% Bluestone 8% W10 Storage 5% Vector 5% Birdsboro 1% Michigan 1% Gathering assets integrate with pipelines Highly contracted asset portfolio supports stable cash flows Average portfolio contracted tenor of ~9 years3 Pipeline assets contracted long-term with take-or-pay contracts Gathering assets contracted long-term Significant minimum volume commitments (MVCs) Acreage dedications Rate escalators tied to inflation DT Midstream 1. Compared to US-based midstream peers (AM, ENLC, EPD, ET, ETRN, KMI, MPLX, OKE, TRGP, WES, WMB) 2. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 3. Overall portfolio weighted average contract tenor 18

 
 

High Quality Cash Flows and Customers Cash flows are underpinned by take-or-pay contracts and high credit quality customers Total revenue contribution (% of 2023 contribution1) ~90% demand / MVC or flowing gas2 Customer credit (% of 2023 contribution) ~85% Investment grade and "Rising star3" Non-investment grade with credit support DT Midstream 1. Reflects non-GAAP financial metric based on total revenue contribution of company assets, including DTM's proportionate interest in joint ventures 2. Flowing gas represents proved developed producing reserves (PDPs) 3. Includes Southwestern Energy; expected to be investment grade post merger with Chesapeake Energy 19

 
 

Positioned to Serve In-flight LNG Export Demand LNG growth of ~7 Bcf/d within LEAP's corridor is not subject to DOE permit approvals Forecasted US LNG export capacity growth1 (bcf/d) ~16 Bcf/d 12.9 2023 17.3 4.4 12.9 2025 21.5 8.6 12.9 2027 25.8 1.4 0.5 11.0 12.9 2029 28.5 4.1 0.5 11.0 12.9 2031 Operational Under construction (DOE approved) Pre-FID (DOE approved) Pre-FID (awaiting DOE approval) LNG demand that LEAP can serve LNG project Bcf/d DOE approval2 Operational Sabine Pass 4.2 Cameron 2.1 Calcasieu Pass 1.4 Corpus Christi 2.1 Freeport 2.1 Cove Point 0.7 Elba Island 0.3 Total 12.9 Under construction Golden Pass 2.5 Plaquemines phase 1 2.8 Port Arthur phase 1 1.9 Corpus Christi Stage 3 1.4 Rio Grande Trains 1-3 2.4 Total 11.0 LNG project Bcf/d DOE approval2 Pre-FID Driftwood LNG 3.8 Cameron LNG Train 4 0.9 CP2 LNG 4.0 Calcasieu Pass design increase 0.1 Magnolia LNG 1.2 Commonwealth LNG 1.2 Lake Charles 2.3 Sabine Pass Stage 5 2.6 Plaquemines Design increase 0.5 Port Arthur phase 2 1.9 Freeport Train 4 0.7 Delfin FLNG 1.8 Corpus Christi Train 8-9 0.4 Total 21.4 ~7 Bcf/d of LNG demand growth that LEAP can serve is currently under construction DT Midstream 1. Source: Wood Mackenzie North America Gas Investment Horizon Outlook - October 2023; DOE dockets 2. Depending on when facility first exports, a DOE permit extension may be required 20

 
 

New Haynesville Takeaway Capacity is Needed to Meet LNG Demand LEAP offers lower-risk, capital efficient expansion opportunity, proving timely access to LNG demand Forecasted Louisiana Gulf Coast area LNG capacity growth1 vs announced Haynesville takeaway expansions2 (Cumulative growth from 2023, bcf/d) Capacity shortage risk 12 10 8 6 4 2 0 2023 2024 2025 2026 2027 2028 2029 2030 2031 Significant long-term expansion opportunity Golden Pass Calcasieu Pass Announced takeaway Plaquemines Delfin Announced takeaway with potential delay Port Arthur Sabine Pass DT Midstream 1. Source: Wood Mackenzie North America Gas Investment Horizon Outlook - October 2023; does not incorporate the announced in-service delay of Golden Pass 2. Announced pipeline expansions include LEAP phase 3, Energy Transfer Gulf Run, Momentum NG3, and Williams LEG 21

 
 

Increasing LEAP Expansion Potential Market fundamentals driving greater demand for Haynesville to Gulf Coast pipeline capacity Phase 3 LEAP expansion on track and on budget to increase capacity from 1.7 Bcf/d to 1.9 Bcf/d All pipeline crossings completed early Project includes a combination of looping and compression Expansion is underpinned by a take-or-pay contract In active discussions for additional expansions Capital efficient, lower-risk expansions provide timely access to growing LNG demand Targeting 200 - 400 MMcf/d for phase 4 expansion Increasing LEAP expansion potential to ~4 Bcf/d Louisiana Texas Gillis Hub Lake Charles LNG Port Arthur Sabine Pass LNG Cameron LNG CP2 Henry Hub Plaquemines Golden Pass LNG Calcasieu Pass Delfin LNG LEAP capacity (Bcf/d) In-service Original 1.0 Phase 1 expansion 0.3 Aug. 2023 Phase 2 expansion 0.4 Jan. 2024 Phase 3 expansion 0.2 Q3 2024 Phase 4 expansion (pre-FID) 0.2 - 0.4 2025/2026 Total 2.1 - 2.3 Expansion potential ~4 DTM assets LNG facilities DTM trading plants Operational Electric compression Under development DT Midstream 22

 
 

Louisiana Carbon Capture and Sequestration Disciplined approach to CCS project Illustrative Carbon Capture and Sequestration process Natural gas treating facility Equipment captures CO2 from treating plants CO2 Dedicated CO2 pipeline transports supercritical phase CO2 to storage site Permanent sequestration Phase 1 Phase 2 Scope Capture equipment, CO2 pipeline, compression, storage Capture equipment, CO2 pipeline, compression, storage Volume (Million metric tonnes per annum) 0.4 0.5 Capex (Millions) $115 - $145 (over 2024 to 2026) $110 - $140 (over 2026/27) Build Multiple 5-8x 4-6x Expected in-service 2H 2026 2027 DT Midstream 23

 
 

Louisiana Carbon Capture and Sequestration Disciplined approach to CCS project Project timeline Capital deployment Q4 2022 Class VI well permit filing Conducted 3D seismic survey Q2 2023 Class V test well permit filing 1H 2024 Class V test well permit approved Drill Class V test well Current stage Evaluate Class V test well results 2H 2024 Final investment decision YE 2024 Expected Class VI well permit approval 2H 2026 Expected phase 1 project in-service Minimizing capital spend until we reach a final investment decision Methodical project development approach Disciplined storage site selection and stakeholder engagement Proximity to CO2 source Favorable geology for permanent sequestration Early engagement of local community and Louisiana DNR on key development activities Extensive storage site de-risking Engaged with 3rd party experts in local geology Evaluated existing well core and log data Conducted 3D seismic surveys Stratigraphic test well drilling currently underway Leveraging over 50 years of storage and pipeline development and operations experience DT Midstream 24

 
 

Strong balance sheet, free of near-term debt maturities Expecting investment grade credit rating in 2024 Debt maturity profile ($ billions) Long-term debt Undrawn revolver capacity Drawn revolver balance No significant maturities for 4 years 2024 2025 2026 $1.0 $0.8 $0.2 2027 $0.4 2028 $1.1 2029 2030 $1.0 2031 $0.6 2032 ~$0.9 billion liquidity 3.6x / 4.1x on-balance sheet / proportional leverage1 BBB- / BB+ senior secured / unsecured issuer rating Positive outlook Fitch ratings DT Midstream 1. Net debt to trailing twelve months Adjusted EBITDA as of December 31, 2023 25

 
 

Appendix DT Midstream 26

 
 

Ohio Utica System Initial Trunkline Construction Completed Overall construction progressing ahead of schedule Vector Pipeline Washington 10 Storage Complex Michigan Direct access to premium markets Pennsylvania NEXUS Pipeline Kensington Ohio DTM initial focus area Berne Seneca West Virginia Third-party processing plant Utica Combo play Initial project build Emerging associated gas resource development area Initial gathering backbone buildout of >200 MMcf/d capacity Expected DTM investment1 of ~$100 million for 2023-2024 ~5x build multiple at full run-rate Trunkline construction completed in December 2023; initial volume expected in Q1 2024 Customer is a large-cap investment-grade producer that has an advantaged cost structure via sizeable minerals ownership within ~430k total net acres Strong commercial structure Long-term contract, dedication, and minimum volume commitment that protects project economics Volume expected to ramp over 18 to 24 months Opportunity for significant future development Potential large-scale, multi-year natural gas gathering buildout Integration with DTM downstream assets (e.g., NEXUS, Vector, and W10 Storage), providing access to premium markets DT Midstream 1. DTM's investment is net of customer contribution 27

 
 

DTM Assets are Strategically Connected to Growing Demand LEAP offers 3.5 Bcf/d of direct connectivity to LNG markets Carthage Hub Louisiana DTM assets Third Party Pipelines DTM treating plants ANR LNG facilities Cameron Operational Columbia Gulf Under Construction (DOE Approved Creole Trail Pre-FID (DOE Approved) TETCO Pre-FID (Awaiting DOE Approval) Tenn Gas Transco Venture Global Targa Texas Mississippi Gillis Hub Port Arthur Golden Pass LNG Sabine Pass LNG Commonwealth LNG Calcasieu Pass CP2 Cameron LNG Driftwood LNG Magnolia LNG Lake Charles LNG Henry Hub Plaquemines Delfin LNG Adding new connectivity to Haynesville system to support existing DOE approved LNG projects Current interconnect capacity of 2.5 Bcf/d to operating LNG terminals Building new 1 Bcf/d interconnect with Gillis Access project LEAP interconnects Capacity (Bcf/d) LNG terminal / market Transco 0.5 Industrial / LNG corridor Cameron 0.25 Cameron LNG Creole Trail 1.0 Sabine Pass LNG Texas Eastern 0.75 Calcasieu Pass LNG Targa 0.1 Industrial Total 2.6 Bcf/d TC Energy Gillis Access (Q2 2024) 1.0 Industrial / LNG corridor Total future 3.6 Bcf/d DT Midstream 28

 
 

Strong Long-term Production Outlook in Both Basins Haynesville and Appalachia production are expected to experience significant growth over the next decade Historical production (bcf/d) Haynesville Appalachia 60 50 40 30 20 10 0 2018 2019 2020 2021 2022 2023 2024 DUC inventory1 Haynesville 415 667 735 Appalachia 641 852 768 Production forecast (bcf/d) Haynesville Appalachia + 18 bcf/d 49 15 34 2023 67 27 40 2033 DT Midstream 1. Drilled but uncompleted (DUC) wells data reflects year end inventory. Sources: EIA, S&P Global Commodity Insights, & Wood Mackenzie North America Gas Investment Horizon Outlook - October 2023 29

 
 

Executing a Leading ESG Program MSCI ESG RATINGS AA CCC B BB BBB A AA AAA Second highest MSCI rating among midstream peers Environmental Continuing to advance CCS opportunity in Louisiana Advancing hydrogen development opportunities with strategic partnership Transitioning to net zero GHG emissions by 2050, including a 30% reduction by 2030 Social 83% improvement in total recordable safety incident rate since 2020 Doubled the percentage of ethnically diverse leadership Community giving and volunteer hours per employee is leading among midstream peers Governance Independent and diverse board Long-term incentive plans tied to total shareholder return Second highest possible governance rating (AA) from MSCI DT Midstream The use by DT Midstream of any MSCI ESG Research LLC or its affiliates ("MSCI") data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of DT Midstream by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided 'as-is' and without warranty. MSCI names and logos are trademarks or service marks of MSCI. Link to full report: Corporate Sustainability Report 2023 30

 
 

Full-Year Financial Results (millions, except EPS) 2022 2023 Change Adjusted EBITDA1 $841 $924 10% Pipeline segment $486 $581 20% Gathering segment $355 $343 (3%) Operating Earnings2 $339 $384 13% Operating EPS2 $3.48 $3.94 13% Distributable Cash Flow3 $647 $700 8% Growth Capital4 $873 $6775 22% Maintenance Capital $22 $29 DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in this appendix 2. Definition and reconciliation of Operating Earnings and Operating Earnings per Share (non-GAAP) to reported earnings included in the appendix; EPS calculation based on average share count of approximately 97 million shares outstanding - diluted 3. Definition and reconciliation of Distributable Cash Flow (non-GAAP) to net income included in this appendix 4. Includes contribution to equity method investees. 5. Growth capital reflects total DT Midstream capital spend of $750 million less cash contributions from customers of $73 million 31

 
 

Quarterly Financial Results (millions, except EPS) Q3 2023 Q4 2023 Adjusted EBITDA1 $236 $239 Pipeline segment $145 $156 Gathering segment $91 $83 Operating Earnings2 $91 $121 Operating EPS2 $0.94 $1.24 Distributable Cash Flow3 $193 $159 Growth Capital4 $1565 $1055 Maintenance Capital $11 $7 DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in this appendix 2. Definition and reconciliation of Operating Earnings and Operating Earnings per Share (non-GAAP) to reported earnings included in the appendix; EPS calculation based on average share count of approximately 97 million shares outstanding - diluted 3. Definition and reconciliation of Distributable Cash Flow (non-GAAP) to net income included in this appendix 4. Includes contribution to equity method investees. 5. Growth capital reflects total DT Midstream capital spend of $190 million less cash contribution from customer of $34 million in Q3 2023 and total capital spend of $144 million less cash contributions from customers of $39 million in Q4 2023 32

 
 

Fourth Quarter 2023 Financial Results Adjusted EBITDA1 (millions) xx segment % of total $236 $145 61% $91 39% Q3 2023 $239 $156 65% $83 35% Q4 2023 Gathering Pipeline Pipeline Full quarter of LEAP phase 1 expansion in-service Higher revenue on pipeline joint ventures and Washington 10 storage Gathering ~$6 million environmental reserve adjustment in Q3 2023 Higher volumes in Northeast, offset by lower volumes in Haynesville DT Midstream 1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in this appendix 33

 
 

Gathering Volume Summary Haynesville throughput (bcf/d) Blue Union Gathering Q1 2023 1.63 Q2 2023 1.53 Q3 2023 1.60 Q4 2023 1.56 Impact of producer activity deferrals in Q4 2023 Northeast throughput (bcf/d) Susquehanna Gathering Appalachia Gathering Tioga Gathering Q1 2023 1.36 Q2 2023 1.39 Q3 2023 1.39 Q4 2023 1.53 Strong seasonal volume ramp on Appalachia Gathering in Q4 2023 DT Midstream 34

 
 

Balanced Partnership Governance Structures Joint Venture Asset Ownership Operator Original Developer Independently Managed Owner Managed MILLENNIUM PIPELINE COMPANY, L.L.C. NEXUS SM GAS TRANSMISSION Vector Pipeline DT Midstream Stonewall DT Midstream 52.5% TC Energy 47.5% DT Midstream 50% Enbridge 50% DT Midstream 40% Enbridge 60% DT Midstream 85% Antero Midstream 15% Balanced and equitable partnership agreements Independent management teams for FERC assets Seconded DTM employees in leadership roles Retained ability to assume operatorships as needed Shared corporate services provided as needed Balanced voting rights DT Midstream 35

 
 

Joint Venture Debt Details Annual debt paydowns at Millennium and Vector DTM proportionate share Asset (DTM ownership %) End of year debt balances 2023 2024 2025 NEXUS Pipeline (50%) $371 $371 $371 Millennium Pipeline (52.5%) $144 $129 $114 Vector Pipeline (40%) $31 $29 $26 Interest expense 2023 2024 2025 $14 $21 $21 $13 $11 $9 $2 $2 $2 Weighted average interest rate1 5.68% 5.80% 6.11% Maturity Bullets, 2028 through 2035 Fully amortized by 2032 Fully amortized by 2034 DT Midstream 1. Weighted average interest rate as of December 31, 2023 36

 
 

Non-GAAP Definitions Adjusted EBITDA and Distributable Cash Flow (DCF) are non-GAAP measures Adjusted EBITDA is defined as GAAP net income attributable to DT Midstream before expenses for interest, taxes, depreciation and amortization, and loss from financing activities, further adjusted to include our proportional share of net income from our equity method investees (excluding interest, taxes, depreciation and amortization), and to exclude certain items we consider non-routine. We believe Adjusted EBITDA is useful to us and external users of our financial statements in understanding our operating results and the ongoing performance of our underlying business because it allows our management and investors to have a better understanding of our actual operating performance unaffected by the impact of interest, taxes, depreciation, amortization and non-routine charges noted in the table below. We believe the presentation of Adjusted EBITDA is meaningful to investors because it is frequently used by analysts, investors and other interested parties in our industry to evaluate a company's operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending on accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. We use Adjusted EBITDA to assess our performance by reportable segment and as a basis for strategic planning and forecasting. Distributable Cash Flow (DCF) is calculated by deducting earnings from equity method investees, depreciation and amortization attributable to noncontrolling interests, cash interest expense, maintenance capital investment (as defined below), and cash taxes from, and adding interest expense, income tax expense, depreciation and amortization, certain items we consider non-routine and dividends and distributions from equity method investees to, Net Income Attributable to DT Midstream. Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. We believe DCF is a meaningful performance measurement because it is useful to us and external users of our financial statements in estimating the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and making maintenance capital investments, which could be used for discretionary purposes such as common stock dividends, retirement of debt or expansion capital expenditures. Adjusted EBITDA and DCF are not measures calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. There are significant limitations to using Adjusted EBITDA and DCF as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss. Additionally, because Adjusted EBITDA and DCF exclude some, but not all, items that affect net income and are defined differently by different companies in our industry, Adjusted EBITDA and DCF do not intend to represent net income attributable to DT Midstream, the most comparable GAAP measure, as an indicator of operating performance and are not necessarily comparable to similarly titled measures reported by other companies. Reconciliation of net income attributable to DT Midstream to Adjusted EBITDA or DCF as projected for full-year 2023 is not provided. We do not forecast net income as we cannot, without unreasonable efforts, estimate or predict with certainty the components of net income. These components, net of tax, may include, but are not limited to, impairments of assets and other charges, divestiture costs, acquisition costs, or changes in accounting principles. All of these components could significantly impact such financial measures. At this time, management is not able to estimate the aggregate impact, if any, of these items on future period reported earnings. Accordingly, we are not able to provide a corresponding GAAP equivalent for Adjusted EBITDA or DCF. DT Midstream 37

 
 

Non-GAAP Definitions Operating Earnings and Operating Earnings per share are non-GAAP measures Use of Operating Earnings Information - Operating Earnings exclude non-recurring items, certain mark-to-market adjustments and discontinued operations. DT Midstream management believes that Operating Earnings provide a more meaningful representation of the company's earnings from ongoing operations and uses Operating Earnings as the primary performance measurement for external communications with analysts and investors. Internally, DT Midstream uses Operating Earnings to measure performance against budget and to report to the Board of Directors. In this presentation, DT Midstream provides guidance for future period Operating Earnings. It is likely that certain items that impact the company's future period reported results will be excluded from operating results. A reconciliation to the comparable future period reported earnings is not provided because it is not possible to provide a reliable forecast of specific line items (i.e., future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings. DT Midstream 38

 
 

Non-GAAP Reconciliations Reconciliation of Reported to Operating Earnings Three Months Ended December 31, 2023 September 30,2023 Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings (millions) Adjustments $ - $ - $ - $ - Net Income Attributable to DT Midstream $ 121 $ - $ - $ 121 $ 91 $ - $ - $ 91 Year Ended December 31, 2023 December 31, 2022 Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings (millions) State income tax adjustment $ - $ - $ - $ (25) A Equity method investee goodwill impairment - - 7 B (1) Gain on sale - - (17) C 5 Net Income Attributes to DT Midstream $ 384 $ - $ - $ 384 $ 370 $ (10) $ (21) $ 339 (1) Excluding tax related adjustments, the amount of income taxes was calculated based on a combined federal and state income tax rate, considering the applicable jurisdictions of the respective segments and deductibility of specific operating adjustments Adjustments Key A State tax rate reduction impact to deferred income tax expense due to enacted tax legislation B Equity method investee goodwill impairment - recorded in Earnings from equity method investees C Gain on sale of certain assets in the Utica shale region - recorded in Assets (gains) losses and impairments, net. DT Midstream 39

 
 

Non-GAAP Reconciliations Reconciliation of Reported to Operating Earnings per diluted share(2) Three Months Ended December 31, 2023 September 30, 2023 Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings (per share) Adjustments $ - $ - $ - $ - Net Income Attributable to DT Midstream $ 1.24 $ - $ - $ 1.24 $ 0.94 $ - $ - $ 0.94 Year Ended December 31, 2023 December 31, 2022 Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings Reported Earnings Pre-tax Adjustments Income Taxes (1) Operating Earnings (per share) State income tax adjustment $ - $ - $ - $ (0.26) A Equity method investee goodwill impairment - - 0.08 B (0.03) Gain on sale - - (0.17) C 0.05 Net Income Attributes to DT Midstream $ 3.94 $ - $ - $ - $ 3.94 $ 3.81 $ (0.09) $ (0.24) $ 3.48 (1) Excluding tax related adjustments, the amount of income taxes was calculated based on a combined federal and state income tax rate, considering the applicable jurisdictions of the respective segments and deductibility of specific operating adjustments (2) Per share amounts are divided by Weighted Average Common Shares Outstanding - Diluted, as noted on the Consolidated Statements of Operations Adjustments Key A State tax rate reduction impact to deferred income tax expense due to enacted tax legislation B Equity method investee goodwill impairment - recorded in Earnings from equity method investees C Gain on sale of certain assets in the Utica shale region - recorded in Assets (gains) losses and impairments, net. DT Midstream 40

 
 

Non-GAAP Reconciliations Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Three Months Ended Year Ended December 31, 2023 September 30, 2023 December 31, 2023 December 31, 2022 Consolidated (millions) Net Income Attributable to DT Midstream $ 121 $ 91 $ 384 $ 370 Plus: Interest expense $ 39 $ 38 $ 150 $ 137 Plus: Income tax expense 2 33 104 100 Plus: Depreciation and amortization 49 46 182 170 Plus: Loss from financing activities - - - 13 Plus: EBITDA from equity method investees (1) 74 70 286 217 Plus: Adjustments for non-routine items (2) - - - (10) Less: Interest income - - (1) (3) Less: Earnings from equity method investees (45) (41) (177) (150) Less: Depreciation and amortization attributable to noncontrolling interests (1) (1) (4) (3) Adjusted EBITDA $ 239 $ 236 $ 924 $ 841 (1) Includes share of our equity method investees' earnings before interest, taxes, depreciation and amortization, which we refer to as "EBITDA." A reconciliation of earnings from earnings from equity method investees to EBITDA from equity method investees follows: Three Months Ended Year Ended December 31, 2023 September 30, 2023 December 31, 2023 December 31, 2022 (millions) Earnings from equity methods investees $ 45 $ 41 $ 177 $ 150 Plus: Depreciation and amortization attributable to equity method investees 21 20 82 56 Plus: Interest expense attributable to equity method investees 8 9 27 11 EBITDA from equity method investees $ 74 $ 70 $ 286 $ 217 (2) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region, partially offset by an equity method investee goodwill impairment of $7 million. DT Midstream 41

 
 

Non-GAAP Reconciliations Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Pipeline Segment Three Months Ended Year Ended December 31, 2023 September 30, 2023 December 31, 2023 December 31, 2022 Pipeline (millions) Net Income Attributable to DT Midstream $ 93 $ 64 $ 278 $ 228 Plus: Interest expense 13 13 55 57 Plus: Income tax expense 3 23 75 62 Plus: Depreciation and amortization 19 17 69 63 Plus: Loss from financing activities - - - 6 Plus: EBITDA from equity method investees (1) 74 70 286 217 Plus: Adjustments for non-routine items (2) - - - 7 Less: Interest income - - (1) (1) Less: Earnings from equity method investees (45) (41) (177) (150) Less: Depreciation and amortization attributable to noncontrolling interests (1) (1) (4) (3) Adjusted EBITDA $ 156 $ 145 $ 581 $ 486 (1) Includes share of our equity method investees' earnings before interest, taxes, depreciation and amortization, which we refer to as "EBITDA." A reconciliation of earnings from earnings from equity method investees to EBITDA from equity method investees follows: Three Months Ended Year Ended December 31, 2023 September 30, 2023 December 31, 2023 December 31, 2022 (millions) Earnings from equity methods investees $ 45 $ 41 $ 177 $ 150 Plus: Depreciation and amortization attributable to equity method investees 21 20 82 56 Plus: Interest expense attributable to equity method investees 8 9 27 11 EBITDA from equity method investees $ 74 $ 70 $ 286 $ 217 (2) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region, partially offset by an equity method investee goodwill impairment of $7 million. DT Midstream 42

 
 

Non-GAAP Reconciliations Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Gathering Segment Three Months Ended Year Ended December 31, 2023 September 30 ,2023 December 31, 2023 December 31, 2022 Gathering (millions) Net Income Attributable to DT Midstream $ 28 $ 27 $ 106 $ 142 Plus: Interest expense 26 25 95 80 Plus: Income tax expense (1) 10 29 38 Plus: Depreciation and amortization 30 29 113 107 Plus: Loss from financing activities - - - 7 Plus: Adjustments for non-routine items (1) - - - (17) Less: Interest income - - - (2) Adjusted EBITDA $ 83 $ 91 $ 343 $ 355 (1) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region DT Midstream 43

 
 

Non-GAAP Reconciliations Reconciliation of Net Income Attributable to DT Midstream to Distributable Cash Flow Three Months Ended Year Ended December 31, 2023 September 30, 2023 December 31, 2023 December 31, 2022 (millions) Net Income Attributable to DT Midstream $ 121 $ 91 $ 384 $ 370 Plus: Interest expense 39 38 150 137 Plus: Income tax expense 2 33 104 100 Plus: Depreciation and amortization 49 46 182 170 Plus: Loss from financing activities - - - 13 Plus: Adjustments for non-routine items (1) - - (371) (17) Less: Earnings from equity method investees (45) (41) (177) (150) Less: Depreciation and amortization attributable to noncontrolling interests (1) (1) (4) (3) Plus: Dividends and distributions from equity method investees 66 48 623 198 Less: Cash interest expense (64) (7) (140) (125) Less: Cash taxes (1) (3) (22) (24) Less: Maintenance capital investment(2) (7) (11) (29) (22) Distributable Cash Flow $ 159 $ 193 $ 700 $ 647 (1) Distributable Cash Flow calculation excludes certain items we consider non-routine. For the year ended December 31, 2023, adjustments for non-routine items included the $371 million NEXUS financing distribution. For the year ended December 31, 2022, adjustments for non-routine items included a $17 million gain on sale of certain assets in the Utica shale region (2) Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. 44

 
 

Non-GAAP Reconciliations Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Year Ended December 31, 2021 December 31, 2020 Net Income Attributable to DT Midstream $ 307 $ 312 Plus: Interest expense 112 113 Plus: Income tax expense 104 116 Plus: Depreciation and amortization 166 152 Plus: EBITDA from equity method investees (1) 184 164 Plus: Adjustments for non-routine items (2) 39 (16) Less: Interest income (4) (9) Less: Earnings from equity method investees (126) (108) Less: Depreciation and amortization attributable to noncontrolling interests (4) (4) Adjusted EBITDA $ 778 $ 720 Includes share of our equity method investees' earnings before interest taxes, depreciation and amortization, which we refer to as "EBITDA." A reconciliation of earnings from equity method investees to EBITDA from equity method investees follows: Year Ended December 31, 2021 December 31, 2020 Earnings from equity methods investees $ 126 $ 108 Plus: Depreciation and amortization attributable to equity method investees 48 46 Plus: Interest expense attributable to equity method investees 10 10 EBITDA from equity method investees $ 184 $ 164 (2) Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2021, adjustments for non-routine items included (i) $19 million loss on notes receivable and (ii) $20 million of separation related transaction costs. For the year ended December 31, 2020, adjustments for non-routine items included (i) $20 million post-acquisition settlement, partially offset by (ii) $4 million of separation related transaction costs. DT Midstream 45

 
v3.24.0.1
Cover
Feb. 16, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 16, 2024
Entity File Number 1-40392
Entity Registrant Name DT Midstream, Inc
Entity Central Index Key 0001842022
Entity Tax Identification Number 38-2663964
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 500 Woodward Ave.
Entity Address, Address Line Two Suite 2900
Entity Address, City or Town Detroit
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48226-1279
City Area Code (313)
Local Phone Number 402-8532
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01
Trading Symbol DTM
Security Exchange Name NYSE
Entity Emerging Growth Company false

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