DT Midstream, Inc 8-K, filed Sep 29, 2021
DT Midstream, Inc. (DTM)
About this 8-K
DT Midstream, Inc filed this 8-K on September 29, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 7.01. | Regulation FD Disclosure. |
DT Midstream, Inc. (“DT Midstream”) will meet with investors on September 30, 2021. A copy of the slide presentation from the meetings is furnished as Exhibit 99.1 to this report and will be available on DT Midstream’s website, www.dtmidstream.com, on September 29, 2021.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, 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 it 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 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 99.1 | Slide Presentation of DT Midstream dated September 30, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements:
This Form 8-K contains forward-looking statements that
are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Cautionary Statement Concerning
Forward-Looking Statements” section in DT Midstream’s Form 10 registration statement, as amended, and 2021 Form 10-Q (which
sections are 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: September 29, 2021
|
DT MIDSTREAM, INC. (Registrant) | ||
| by | ||
| /s/ Jeffrey Jewell | ||
| Name: Jeffrey Jewell | ||
| Title: Chief Financial Officer | ||
WOLFE RESEARCH UTILITIES, MIDSTREAM & CLEAN ENERGY CONFERENCE SEPTEMBER 30, 2021
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,” “intends, ” “continues,” “forecasts,” “goals,”
“strategy,” “prospects,” “estimate,” “project,” “scheduled,”
“target,” “anticipate,” “could,” “may,” “might,”
“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 of the factors that will determine these results are beyond our ability to control or accurately predict. Such
assumptions, risks, uncertainties and other factors include, but are not limited to, the following: risks related to
the spin-off of DT Midstream from DTE Energy (“the Spin-Off”), including that transition services provided
by DTE Energy could adversely affect our business and that the transaction may not achieve some or all of the anticipated
benefits; changes in general economic conditions; competitive conditions in our industry; actions taken by third-party
operators, processors, transporters and gatherers; changes in expected production from Southwestern Energy Company and/or
its affiliates, including Indigo Minerals, LLC, Antero Resources Corporation and/or its affiliates 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;
competition from the same and alternative energy sources; our ability to successfully implement our business plan; our
ability to complete organic growth projects on time and on budget; our ability to complete acquisitions; the price and
availability of debt and equity financing; restrictions in our existing and any future credit facilities; energy
efficiency and technology trends; changing laws regarding cyber security and data privacy and any cyber security threat
or event; operating hazards, environmental risks, and other risks incidental to gathering, storing and transporting
natural gas; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating
to climate change and greenhouse gas emissions; natural disasters, adverse weather conditions, casualty losses and other
matters beyond our control; the impact of outbreaks of illnesses, epidemics and pandemics, including the COVID-19
pandemic and the economic effects of the pandemic; interest rates; labor relations; large customer defaults; changes in
the availability and cost of capital; changes in tax status; the effects of existing and future laws and governmental
regulations; changes in insurance markets impacting costs and the level and types of coverage available; the timing
and extent of changes in commodity prices; 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; the qualification of the Spin-Off as a
tax-free distribution; our ability to achieve the benefits that we expect to achieve as an independent publicly traded
company; and our dependence on DTE Energy to provide us with certain services following the Spin-Off. The above list of
factors is not exhaustive. New factors emerge from time to time. DT Midstream 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 registration statement on Form 10 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, changes in assumptions or otherwise, unless required by law.
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Investment thesis 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 3 Mature environmental, social and governance leadership Established ESG program transitioned from DTE C - Corp governance Progressive environmental posture Stable balance sheet with low leverage No significant debt maturities for 7 years Self-funded capital program Targeting debt / adjusted EBITDA 1 under 4x Predictable, robust contracted cash flows Strong cash flow Long-term contracts Sizable take-or-pay commitments Integrated assets in world class dry gas basins serving key markets Appalachia / Haynesville dry gas focus Integrated asset footprint Wellhead to market service
Integrated assets in world class basins
Integrated platform in the leading dry gas formations serving growing demand markets 5 Pipeline segment connects world-class basins to high-quality markets • 900 miles of FERC - regulated interstate pipelines that have interconnections with multiple interstate pipelines and LDCs • Gas storage assets with 94 Bcf of capacity • 290 miles of intrastate lateral pipelines • Modern pipeline assets requiring limited maintenance capital Gathering segment serves the fastest growing dry-gas basins in North America • Dry gas gathering assets serving growing gas production in the premier, low-cost production areas of the Marcellus / Utica and Haynesville • Over 1,000 miles of pipe, 113 compressor units with 234,000 horsepower and 4.3 Bcf of dehydration and treating capacity Mid-Atlantic & LNG Eastern Canada Northeast Midwest Southeast Gulf Coast Haynesville Marcellus / Utica
65% 31% 4% 41% 19% 34% 6% 48% 52% Diversified earnings contributions from the best dry gas basins and strong markets 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 6 Q2 2021 adjusted EBITDA by demand area Q2 2021 adjusted EBITDA 1 by segment Q2 2021 adjusted EBITDA by supply area Pipeline and Other Gathering Gulf Coast Midwest Northeast & Mid-Atlantic Eastern Canada Marcellus / Utica Haynesville Michigan Operations
Key demand markets feature positive long-term growth outlooks 1. Gulf Coast represents TX, LA, FL, MS and FL 2. Northeast and Mid-Atlantic represents total demand in DC, MD, NY, PA, VA and WV 3. Eastern Canada represents Ontario 4. Includes residential, commercial, Mexican exports, fuel and transport Source: Wood Mackenzie 7 Demand growth is driven by the industrial sector and LNG exports Demand growth is driven primarily by growth in gas-fired power generation and industrial load Demand growth is driven by increased industrial usage and other industry fuel and transport demand Demand growth is driven primarily by growth in gas-fired power generation 8.6 17.5 11.8 10.9 9.5 11.7 11.6 14.5 2021 2030 3.5 4.7 5.6 6.2 8.4 8.6 2021 2030 4 3.5 1.3 1.6 5.7 6.2 2021 2030 0.3 0.5 0.7 0.7 1.6 1.6 2021 2030 41.5 54.6 31% 17.5 19.5 11.0 11.3 2.6 2.8 Power LNG exports Industrial Other 4 Gulf Coast demand 1 ( Bcf /d) Midwest demand ( Bcf /d) Northeast and Mid-Atlantic demand 2 (Bcf /d) Eastern Canada demand 3 (Bcf /d) 11% 3% 8%
Currently the most active dry gas basins, Appalachia and Haynesville, are expected to supply the majority of US gas by 2035 1. Rig count data as of 9/24/2021 Sources: Wood Mackenzie, Baker Hughes 8 US Lower 48 current dry gas rig count 1 0 10 20 30 40 50 60 70 80 90 100 110 120 2020 2025 2030 2035 US Lower 48 Supply Forecast, (Bcf/d) Marcellus Other Utica Haynesville Permian ~26% ~23% ~17% ~26% ~8% ~51% of anticipated US supply % of 2035 Total Supply 26 46 15 12 Appalachia Haynesville 38 Other dry gas basins ~85% of dry gas rigs located in DTM basins Utica Marcellus DTM basins
0 2 4 6 8 10 12 14 2016 2017 2018 2019 2020 2021 0 2 4 6 8 10 12 14 2011 2013 2015 2017 2019 2021 Haynesville production and area LNG exports are both at historic highs 1. Rig count data as of 9/24/2021 Sources: S&P Global Platts, Baker Hughes 9 US LNG export feedgas Haynesville production ( Bcf /d) 46 rigs currently running - most among dry gas basins 1 ~10.5 Bcf /d YTD 2021 average
Haynesville system expansion offers first of its kind “Wellhead to Water” carbon neutral service 10 Project will provide carbon neutral pathway for Haynesville supply to reach growing LNG markets • Delivers up to 2.0 Bcf /d to the Gillis Hub, directly serving LNG export terminals and domestic demand “Wellhead to Water” carbon neutral services enabled by: • Electric compression supplied by renewable generation • Facilities paired with carbon capture and sequestration • Carbon offsets for any residual emissions Supports international market desire for low carbon LNG exports Carbon neutral pathways
Predictable cash flows supported by strong balance sheet
Consistent track record of successful organic development and acquisitions 1. Definition and reconciliation of adjusted EBITDA (non-GAAP) to net income included in the appendix 12 $82 $710 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 ✓ Washington 10 expansion ✓ Millennium Pipeline in - service ✓ Vector phase 2 expansion ✓ Bluestone lateral and gathering system in - service ✓ Bluestone expansions x Appalachia Gathering System (AGS) and Stonewall Gas Gathering System acquisition ✓ AGS expansions ✓ NEXUS Pipeline x Birdsboro Pipeline ✓ Millennium valley lateral and eastern system upgrade ✓ Generation Pipeline acquisition ✓ Blue Union acquisition ✓ LEAP Pipeline in - service ✓ Vector Bluewater Energy Center Pipeline Historical adjusted EBITDA 1 growth (millions) Asset growth timeline ~20% CAGR
Growth is supported by highly stable cash flows backed by long-term fee-based contracts 1. Reflects non-GAAP financial metric based on total 2020 contribution of company assets including proportionate interest in joint ventures 2. Flowing gas represents proved developed producing reserves (PDPs) 13 Underpinned by long-term, fee-based contracts with average life of approximately nine years • ~90% of total contribution 1 is from minimum volume commitments (MVC) / demand charges (take-or-pay) and currently flowing gas • Significant credit provisions which are ✓ ✓ durable to change of control events • Majority of producers flowing at or above MVC levels Average contract tenor (years) Contract credit provisions Strong cash flow support ~9 ~10 ~90% ~90% % MVC / demand or flowing gas 2
2021 adjusted EBITDA and operating earnings guidance 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 2. Definition of operating earnings (non-GAAP) included in the appendix; EPS calculation based on average share count of 97 million shares outstanding 14 Positioned for continued success with strong growth outlook for 2021 • 2021 adjusted EBITDA and operating earnings biased to the upper end of the guidance ranges 2021 guidance 2020 original guidance $665 - $703 $710 - $750 + 7% Adjusted EBITDA 1 (millions) Operating Earnings 2 (millions) 2020 original guidance 2021 guidance $296 - $312 $277 - $293 +7% $3.06 - $3.22 Operating EPS:
On track to achieve 2022 early outlook 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 2. Definition of operating earnings (non-GAAP) included in the appendix; EPS calculation based on average share count of 97 million shares outstanding 15 Continuing strong growth into 2022 • Currently executing on highly accretive growth investments • Growth across both segments • Strong growth offsetting first full - year of public company costs 2022 early outlook 2021 guidance $710 - $750 $755 - $795 5% - 7% Adjusted EBITDA 1 (millions) Operating Earnings 2 (millions) 2021 guidance $296 - $312 2022 early outlook $314 - $330 5% - 7% $3.25 - $3.41 Operating EPS:
Platform 2022 growth drivers 2021 - 2022 incremental adjusted EBITDA 1 (millions) Pipeline LEAP Lateral • Contracted step - up growth NEXUS Pipeline • New long-term contracts • Higher rates Vector Pipeline • Bluewater Energy Center lateral in - service W10 Storage • New long-term contracts • Higher rates Gathering Blue Union Gathering • Completion of treating and gathering expansion projects for SWN • New customer expansions 2 Appalachia Gathering • Contracted expansions for growing production Tioga Gathering • Contracted expansions for growing production ~$20 - $25 Confidently executing on projects to deliver 2022 growth 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 2. New customers include Comstock Resources, Rockcliff Energy, Tellurian and Diversified Gas & Oil 16 ~$20 - $25
Robust commercial activity year to date; executing on strategic priorities driving growth 1. New customers include Comstock Resources, Rockcliff Energy, Tellurian and Diversified Gas & Oil 17 Platform Commercial Activity Pipeline NEXUS Pipeline • Executed new long-term contracts with strong credit customers for a total of ~165 MMcf/d • Achieving improved rates • Two new market lateral connections Millennium Pipeline • Executed contract renewals on ~300 MMcf /d of capacity W10 Storage • Signed long-term contracts, three of which are with Midwest utilities • Renewal contracting at higher rates and longer tenor • FERC service conversion completed Gathering Blue Union Gathering • Executed contracts with four new producers 1 • Incremental gathering buildout for SWN Appalachia Gathering • Executed 5-year contract extension with two shippers representing ~1/3 of system capacity (XTO, Pachira ) Michigan Gathering • Service conversion underpinned by 20 - year contract with LDC Strategic priorities ✓ Customer diversification ✓ Extending contract tenor x Improving contract rates
Financial policy overview 18 1. Definition of adjusted EBITDA (non-GAAP) included in the appendix 2. Definition of operating earnings (non-GAAP) included in the appendix 3. Definition of distributable cash flow (non-GAAP) included in the appendix. The dividend coverage ratio represents the total distributable cash flow (“DCF”) divided by total dividends paid to investors Value creation optionality Growth Deleverage Dividend 5% - 7% growth • 2021 guidance to 2022 early outlook: 5% - 7% adjusted EBITDA 1 and operating earnings 2 growth 2x coverage ratio • Long-term dividend coverage ratio 3 floor • Initial dividend of $0.60/share • Dividend to grow commensurate with cash flow $1.2 - $1.7 billion • Growth investment range over the 5-year plan driven by organic opportunities within existing platforms 4x leverage • Long-term debt / adjusted EBITDA ceiling • No significant maturities until 2028 Self-funded investment program Disciplined financial policy Industry leading growth
Financial strength is supported by strong balance sheet with no significant debt maturities for seven years 19 1. Term Loan B includes $10 million per year of amortization resulting in the 2028 maturity being ~$930 million 2. Definition of adjusted EBITDA (non-GAAP) included in this appendix Maintaining flexible, well-capitalized balance sheet • No significant debt maturities for seven years from initial debt offering • No external financing expected over the 5-year plan • $3.1 billion in long-term debt is in place – $1.0 billion term loan B due 2028 – $1.1 billion senior notes due 2029 – $1.0 billion senior notes due 2031 • $750 million committed 5-year revolver • Targeting a ceiling of ~4x debt / adjusted EBITDA 2 Capital instruments S&P Stable Moody’s Stable Fitch Stable Senior secured BBB- Baa2 BBB- Senior unsecured BB+ Ba2 BB+ ~ $1.0 $1.1 $1.0 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Debt maturity profile 1 (billions) No significant maturities for 7 years Issuer ratings
Mature environmental, social and governance leadership
• Targeting net zero greenhouse gas emissions by 2050; among the first in the midstream sector to establish such a goal • Recently joined One Future consortium • Delivering clean and reliable energy to customers and their communities Environmental Leading the industry with a mature environmental, social and governance program 21 • Established $2 million community charitable fund in 2021 • New fund focused on making contributions to charitable programs and initiatives that, among other things, nurture and empower people • Achieved top decile performance in the National Safety Council Safety Barometer Survey since 2015 Social • Focusing on the oversight of environmental sustainability, social and governance practices • Strong C - Corp governance with separate Executive Chairman and CEO • Independent and diverse board • Incentive plans tied to safety and total shareholder return Governance
DT Midstream is committed to its net zero by 2050 target 22 Currently executing – Carbon capture and sequestration – Electric compression – Renewable natural gas connections Opportunities being evaluated – Methane reducing technologies (e.g., vent control devices, electrical glycol pumps, instrument air system) – Biosequestration offsets – Hydrogen 2030 unabated 2030 target 2050 target ~30% Net zero Annual GHG emissions (million metric tons / year)
Focusing on the diversity, safety, well-being and success of our employees, customers and communities 23 Embodying a strong safety culture • Safety culture is built on empowerment, training, process safety, proactive risk mitigation and maintaining high safety standards Serving our communities • DTM has granted over $2.2 million in charitable contributions since 2017 Creating a diverse, equitable and inclusive workplace • Team is strengthened by individuals from many different backgrounds and experiences • Creating an atmosphere where employees can thrive and make significant contributions Delivering reliable service to our customers • Recognized by industry peers as Northeast Midstream Company of the Year by the Oil and Gas Awards in 2019 • Compressor availability has been at top-decile levels of ~99% across our major operations
~71% independent Committed to ethical and transparent governance practices 24 Best-in-class governance practices • Structured as C-Corp with separate CEO and Executive Chairman • Incentive plans tied to safety and total shareholder return targets • Board committee focused on ESG initiatives • Broad range of experience and diversity, with each director having a reputation for integrity, honesty and adherence to high ethical standards • Effective corporate controls where risks are anticipated, identified and mitigated • Financial and operating data reporting in accordance with industry standards Robert Skaggs, Jr. Executive Chairman David Slater President and CEO Wright Lassiter, III Lead Independent Director Elaine Pickle Director Peter Tumminello Director Dwayne Wilson Director Stephen Baker Director 5 2 3 4 Board diversity ~43% gender or ethnically diverse
Integrated assets in premier dry gas basins serving key markets Stable balance sheet with low leverage Predictable, robust contracted cash flows Mature environmental, social and governance leadership Clean assets, clean balance sheet, clean story 25
Appendix
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, further adjusted to include our proportional share of net income from our
equity method investees (excluding 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 on going 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 2021 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, divesture 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.
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Operating earnings is a non-GAAP measure 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.
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Reconciliation of net income attributable to DT
Midstream to Adjusted EBITDA (millions) 2008 2020 Net income attributable to DT Midstream
$ 38 $ 312 Plus: Interest expense 7 113 Plus: Income tax expense 24 116 Plus: Depreciation and
amortization 5 152 Plus: EBTDA from equity method investees 1 31 154 Plus: Adjustments for non-routine items 2 - (16)
Less: Interest income (1) (9) Less: Earnings from equity method investees (22) (108) Less: Depreciation and amortization
attributable to noncontrolling interests - (4) Adjusted EBITDA $ 82 $ 710 1. Includes share of our equity
method investees’ earnings before taxes, depreciation and amortization, which we refer to as “EBTDA.”
A reconciliation of earnings from equity method investees to EBTDA from equity method investees follows: 2008 2020 Earnings
from equity method investees $ 22 $ 108 Plus: Depreciation and amortization from equity method investees 9
46 EBTDA from equity method investees $ 31 $ 154 2. Adjusted EBITDA calculation excludes certain
items we consider non-routine. In 2020, adjustments for non-routine items were comprised of: (i) $20 million of
proceeds from a post-acquisition settlement ($15 million post-tax) and (ii) $4 million of spin related
transaction costs ($3 million post-tax).
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