8-K
DT Midstream, Inc. (DTM)
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): July 31, 2025
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<br><br> <br>Symbol(s) | Name of Exchange on <br><br> 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 July 31, 2025, announcing financial results for the quarter ended June 30, 2025. 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. |
|---|
DT Midstream is furnishing the SEC with its slide presentation issued July 31, 2025. A copy of the slide presentation is furnished as Exhibit 99.2 and incorporated herein by reference.
In DT Midstream’s earnings release issued on July 31, 2025, DT Midstream also announced that its Board of Directors has declared a quarterly cash dividend of $0.82 per share of common stock. The dividend is payable to DT Midstream’s stockholders of record as of September 15, 2025, and is expected to be paid on October 15, 2025.
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 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit | Description |
| --- | --- |
| 99.1 | Earnings Release of DT Midstream dated July 31, 2025. |
| 99.2 | Slide Presentation of DT Midstream dated July 31, 2025. |
| 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: July 31, 2025
| DT MIDSTREAM, INC.<br><br> <br>(Registrant) | ||
|---|---|---|
| by | ||
| /s/ Jeffrey Jewell | ||
| Name: Jeffrey Jewell | ||
| Title: Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE
DT Midstream Reports Strong Second Quarter 2025 Results
DETROIT, July 31, 2025 – DT Midstream, Inc. (NYSE: DTM) today announced second quarter 2025 reported net income of $107 million, or $1.04 per diluted share. For the second quarter of 2025, Operating Earnings were also $107 million, or $1.04 per diluted share. Adjusted EBITDA for the quarter was $277 million.
Reconciliations of Operating Earnings and Adjusted EBITDA (non-GAAP measures) to reported net income are included at the end of this news release.
The company also announced that the DT Midstream Board of Directors declared a $0.82 per share dividend on its common stock payable October 15, 2025 to stockholders of record at the close of business September 15, 2025.
“We had another strong quarter, and the business is performing on track with our full-year plan,” said David Slater, President and CEO. “We continue to make great progress advancing organic projects from our backlog, with $0.6 billion of projects reaching final investment decisions during the second quarter.”
Slater noted the following significant business updates:
| • | Reached a final investment decision on Guardian Pipeline “G3” expansion of approximately 210 MMcf/d |
|---|---|
| • | Finalized our investment plan for the initial phase of modernization across our new interstate pipelines |
| --- | --- |
| • | Achieved an investment-grade credit rating with all three rating agencies |
| --- | --- |
| • | Established a record high quarterly gathering volume for our Haynesville system |
| --- | --- |
“Our second quarter results put us in a strong position to meet our financial goals for 2025 and we are reaffirming our 2025 Adjusted EBITDA guidance of $1.095 to $1.155 billion and our 2026 Adjusted EBITDA early outlook range of $1.155 to $1.225 billion,” said Jeff Jewell, Executive Vice President and CFO.
The company has scheduled a conference call to discuss results for 9:00 a.m. ET (8:00 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 888.596.4144, and the toll number is 646.968.2525; the passcode is 9881735. 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 2025 and 2026 Adjusted EBITDA guidance. The reconciliation of net income to Adjusted EBITDA as projected for full-year 2025 and 2026 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; changes in global trade policies and tariffs; global supply chain disruptions; actions taken by third-party operators, producers, processors, transporters and gatherers; changes in expected production from Expand Energy and other third parties in our areas of operation; demand for natural gas gathering, transmission, storage, transportation and water services; the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels; our ability to successfully and timely implement our business plan; our ability to complete organic growth projects on time and on budget; our ability to finance, complete, or successfully integrate acquisitions; our ability to realize the anticipated benefits of the Midwest Pipeline Acquisition and our ability to manage the risks of the Midwest Pipeline Acquisition; the price and availability of debt and equity financing; restrictions in our existing and any future credit facilities and indentures; the effectiveness of our information technology and operational technology systems and practices to detect and defend against evolving cyber attacks on United States critical infrastructure; changing laws regarding cybersecurity and data privacy, and any cybersecurity threat or event; operating hazards, environmental risks, and other risks incidental to gathering, storing and transporting natural gas; geologic and reservoir risks and considerations; natural disasters, adverse weather conditions, casualty losses and other matters beyond our control; the impact of outbreaks of illnesses, epidemics and pandemics, and any related economic effects; the impacts of geopolitical events, including the conflicts in Ukraine and the Middle East; labor relations and markets, including the ability to attract, hire and retain key employee and contract personnel; large customer defaults; changes in tax status, as well as changes in tax rates and regulations; the effects and associated cost of compliance with existing and future laws and governmental regulations, such as the Inflation Reduction Act and the One Big Beautiful Bill Act; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to pipeline safety, climate change and greenhouse gas emissions; changes in laws and regulations or enforcement policies, including those relating to construction and operation of new interstate gas pipelines, ratemaking to which our pipelines may be subject, or other non-environmental laws and regulations; our ability to qualify for federal income tax credits by Clean Fuels Gathering; our ability to develop low carbon business opportunities and deploy 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, 2024 and our reports and registration statements filed from time to time with the SEC.
The above list of factors is not exhaustive. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section entitled “Risk Factors” in our Annual Report for the year ended December 31, 2024, 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.<br><br> <br>Reconciliation of Reported to Operating Earnings (non-GAAP, unaudited) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||||||||||
| June 30, | March 31, | |||||||||||||||
| 2025 | 2025 | |||||||||||||||
| 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 | $ | 107 | $ | — | $ | — | $ | 107 | $ | 108 | $ | — | $ | — | $ | 108 |
| Six Months Ended | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| 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 | $ | 215 | $ | — | $ | — | $ | 215 | $ | 193 | $ | — | $ | — | $ | 193 |
| (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<br> the respective segments and deductibility of specific operating adjustments | |||||||||||||||
| --- | --- |
| DT Midstream, Inc.<br><br> <br>Reconciliation of Reported to Operating Earnings per diluted share ^(1)^ (non-GAAP, unaudited) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||||||||||
| June 30, | March 31, | |||||||||||||||
| 2025 | 2025 | |||||||||||||||
| Reported Earnings | Pre-tax Adjustments | Income Taxes^(2)^ | Operating Earnings | Reported Earnings | Pre-tax Adjustments | Income Taxes ^(2)^ | Operating Earnings | |||||||||
| (per share) | ||||||||||||||||
| Adjustments | $ | — | $ | — | $ | — | $ | — | ||||||||
| Net Income Attributable to DT Midstream | $ | 1.04 | $ | — | $ | — | $ | 1.04 | $ | 1.06 | $ | — | $ | — | $ | 1.06 |
| Six Months Ended | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Reported Earnings | Pre-tax Adjustments | Income Taxes ^(2)^ | Operating Earnings | Reported Earnings | Pre-tax Adjustments | Income Taxes ^(2)^ | Operating Earnings | |||||||||
| (per share) | ||||||||||||||||
| Adjustments | $ | — | $ | — | $ | — | $ | — | ||||||||
| Net Income Attributable to DT Midstream | $ | 2.10 | $ | — | $ | — | $ | 2.10 | $ | 1.97 | $ | — | $ | — | $ | 1.97 |
| (1) | Per share amounts are divided by Weighted Average Common Shares Outstanding — Diluted, as noted on the Consolidated Statements of Operations | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | 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<br> the respective segments and deductibility of specific operating adjustments | |||||||||||||||
| --- | --- |
| DT Midstream, Inc.<br><br> <br>Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA (non-GAAP, unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | March 31, | June 30, | June 30, | |||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||
| Consolidated | (millions) | |||||||||||
| Net Income Attributable to DT Midstream | $ | 107 | $ | 108 | $ | 215 | $ | 193 | ||||
| Plus: Interest expense | 40 | 40 | 80 | 79 | ||||||||
| Plus: Income tax expense | 34 | 35 | 69 | 64 | ||||||||
| Plus: Depreciation and amortization | 63 | 63 | 126 | 103 | ||||||||
| Plus: EBITDA from equity method investees^(1)^ | 64 | 73 | 137 | 142 | ||||||||
| Less: Interest income | — | (1 | ) | (1 | ) | (1 | ) | |||||
| Less: Earnings from equity method investees | (30 | ) | (37 | ) | (67 | ) | (85 | ) | ||||
| Less: Depreciation and amortization attributable to noncontrolling interests | (1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||
| Adjusted EBITDA | $ | 277 | $ | 280 | $ | 557 | $ | 493 | ||||
| (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<br> equity method investees to EBITDA from equity method investees follows: | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| June 30, | March 31, | June 30, | June 30, | |||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||
| (millions) | ||||||||||||
| Earnings from equity method investees | $ | 30 | $ | 37 | $ | 67 | $ | 85 | ||||
| Plus: Depreciation and amortization attributable to equity method investees | 19 | 22 | 41 | 41 | ||||||||
| Plus: Interest expense attributable to equity method investees | 15 | 14 | 29 | 16 | ||||||||
| EBITDA from equity method investees | $ | 64 | $ | 73 | $ | 137 | $ | 142 |
| DT Midstream, Inc.<br><br> <br>Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA<br><br> <br>Pipeline Segment (non-GAAP, unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | March 31, | June 30, | June 30, | |||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||
| Pipeline | (millions) | |||||||||||
| Net Income Attributable to DT Midstream | $ | 93 | $ | 92 | $ | 185 | 145 | |||||
| Plus: Interest expense | 11 | 13 | 24 | 25 | ||||||||
| Plus: Income tax expense | 29 | 30 | 59 | 48 | ||||||||
| Plus: Depreciation and amortization | 28 | 28 | 56 | 37 | ||||||||
| Plus: EBITDA from equity method investees^(1)^ | 64 | 73 | 137 | 142 | ||||||||
| Less: Interest income | — | (1 | ) | (1 | ) | (1 | ) | |||||
| Less: Earnings from equity method investees | (30 | ) | (37 | ) | (67 | ) | (85 | ) | ||||
| Less: Depreciation and amortization attributable to noncontrolling interests | (1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||
| Adjusted EBITDA | $ | 194 | $ | 197 | $ | 391 | $ | 309 | ||||
| (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<br> equity method investees to EBITDA from equity method investees follows: | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| June 30, | March 31, | June 30, | June 30, | |||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||
| (millions) | ||||||||||||
| Earnings from equity method investees | $ | 30 | $ | 37 | $ | 67 | $ | 85 | ||||
| Plus: Depreciation and amortization attributable to equity method investees | 19 | 22 | 41 | 41 | ||||||||
| Plus: Interest expense attributable to equity method investees | 15 | 14 | 29 | 16 | ||||||||
| EBITDA from equity method investees | $ | 64 | $ | 73 | $ | 137 | $ | 142 |
| DT Midstream, Inc.<br><br> <br>Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA<br><br> <br>Gathering Segment (non-GAAP, unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||
| June 30, | March 31, | June 30, | June 30, | |||||
| 2025 | 2025 | 2025 | 2024 | |||||
| Gathering | (millions) | |||||||
| Net Income Attributable to DT Midstream | $ | 14 | $ | 16 | $ | 30 | $ | 48 |
| Plus: Interest expense | 29 | 27 | 56 | 54 | ||||
| Plus: Income tax expense | 5 | 5 | 10 | 16 | ||||
| Plus: Depreciation and amortization | 35 | 35 | 70 | 66 | ||||
| Less: Interest income | — | — | — | — | ||||
| Adjusted EBITDA | $ | 83 | $ | 83 | $ | 166 | $ | 184 |
| DT Midstream, Inc.<br><br> <br>Reconciliation of Net Income Attributable to DT Midstream to Distributable Cash Flow (non-GAAP, unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | March 31, | June 30, | June 30, | |||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||
| Consolidated | (millions) | |||||||||||
| Net Income Attributable to DT Midstream | $ | 107 | $ | 108 | $ | 215 | $ | 193 | ||||
| Plus: Interest expense | 40 | 40 | 80 | 79 | ||||||||
| Plus: Income tax expense | 34 | 35 | 69 | 64 | ||||||||
| Plus: Depreciation and amortization | 63 | 63 | 126 | 103 | ||||||||
| Less: Earnings from equity method investees | (30 | ) | (37 | ) | (67 | ) | (85 | ) | ||||
| Less: Depreciation and amortization attributable to noncontrolling interests | (1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||
| Plus: Dividends and distributions from equity method investees | 30 | 48 | 78 | 125 | ||||||||
| Less: Cash interest expense | (76 | ) | — | (76 | ) | (74 | ) | |||||
| Less: Cash taxes | (4 | ) | 2 | (2 | ) | (3 | ) | |||||
| Less: Maintenance capital investment ^(1)^ | (6 | ) | (8 | ) | (14 | ) | (13 | ) | ||||
| Distributable Cash Flow | $ | 157 | $ | 250 | $ | 407 | $ | 387 | ||||
| (1) | Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate<br> incremental earnings. | |||||||||||
| --- | --- |
#
Exhibit 99.2
2 Safe Harbor Statement New slide 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; changes in global trade policies and tariffs; global supply chain disruptions; actions taken by third-party operators, producers, processors, transporters and gatherers; changes in expected production from Expand Energy and other third parties in our areas of operation; demand for natural gas gathering, transmission, storage, transportation and water services; the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels; our ability to successfully and timely implement our business plan; our ability to complete organic growth projects on time and on budget; our ability to finance, complete, or successfully integrate acquisitions; our ability to realize the anticipated benefits of the Midwest Pipeline Acquisition and our ability to manage the risks of the Midwest Pipeline Acquisition; the price and availability of debt and equity financing; restrictions in our existing and any future credit facilities and indentures; the effectiveness of our information technology and operational technology systems and practices to detect and defend against evolving cyber attacks on United States critical infrastructure; changing laws regarding cybersecurity and data privacy, and any cybersecurity threat or event; operating hazards, environmental risks, and other risks incidental to gathering, storing and transporting natural gas; geologic and reservoir risks and considerations; natural disasters, adverse weather conditions, casualty losses and other matters beyond our control; the impact of outbreaks of illnesses, epidemics and pandemics, and any related economic effects; the impacts of geopolitical events, including the conflicts in Ukraine and the Middle East; labor relations and markets, including the ability to attract, hire and retain key employee and contract personnel; large customer defaults; changes in tax status, as well as changes in tax rates and regulations; the effects and associated cost of compliance with existing and future laws and governmental regulations, such as the Inflation Reduction Act and the One Big Beautiful Bill Act; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to pipeline safety, climate change and greenhouse gas emissions; changes in laws and regulations or enforcement policies, including those relating to construction and operation of new interstate gas pipelines, ratemaking to which our pipelines may be subject, or other non-environmental laws and regulations; 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, 2024 and our reports and registration statements filed from time to time with the SEC. The above list of factors is not exhaustive. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section entitled “Risk Factors” in our Annual Report for the year ended December 31, 2024, 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.
Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 3 Second Quarter 2025 Accomplishments Strong financial performance Second quarter 2025 net income of $107 million and Adjusted EBITDA1 of $277 million Reached final investment decision (FID) on ~$0.6 billion of projects from our backlog Investment grade rated by all three agencies; upgraded by Moody’s and S&P in the second quarter Reaffirming 2025 and 2026 Adjusted EBITDA guidance range and early outlook of $1,095 - $1,155 million and $1,155 - $1,225 million, respectively Backlog of organic growth opportunities progressing ahead of schedule Reached FID on Guardian Pipeline “G3” expansion of ~210 MMcf/d Reached FID on initial phase of modernization across our new interstate pipelines Executed gathering agreements with private producers in each basin Successful development and construction activity Placed three gathering projects into service across our footprint In-flight construction projects continue to progress on schedule and on budget Angus Compressor Station – Viking Gas Transmission
Leading Organic Growth 5-7% long-term Adjusted EBITDA growth rate Self-funded and supported by ~$2.3B organic project backlog DTM Provides a Distinctive Investment Opportunity Premium, high-quality, pure play natural gas attributes compared to peers Leading Portfolio Mix ~70% Pipeline segment Pure play natural gas focus Premier Geographic Presence Top tier markets and basins Positioned to benefit from rising LNG and power demand Durable Contracting ~95% demand-based contracts1 Resilient cash flow with ~7-year average2 contract tenor Represents % of 2024 revenue contribution comprised of demand, MVC or flowing gas/proved developed producing reserves Overall portfolio weighted average contract tenor as of 12/31/2024, includes newly acquired Midwest pipeline portfolio whose anchor customers have renewal rights and have historically renewed DTM 2025 dividend based on annualized Q1 2025 Board-approved dividend ($0.82/share); DTM 2025E Adjusted EBITDA based on midpoint of 2025 guidance range Peer average of gas-focused peers (WMB, KMI, AM); 2025E values based on analyst estimate consensus as of 6/30/2025 Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix Represents 2025 expected Pipeline and Gathering segment Adjusted EBITDA contributions Peer average includes companies who have quantified and disclosed a project backlog, including: WMB, KMI, TRP, EPD, OKE, MPLX, ENB; Source: Peer company filings as of 12/31/2024 Investment Grade Strong Balance Sheet Investment grade rated by all three rating agencies DTM3 Gas-Focused Peers 4 10% 5% DTM3 Gas-Focused Peers 4 8% 3% Adjusted EBITDA5 CAGR 2021-2025E Dividend CAGR 2021-2025E Distinctive Business Mix and Backlog Business Mix as % of 2025E EBITDA6 Pipeline Gathering ~70% 4 ~30% Peer-leading Dividend and Adjusted EBITDA Growth Dividend increase of 12% in 2025 DTM Peer Average7 236% 106% Project Backlog as % of 2024 EBITDA
Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix The terminology and asset categorization used here are for accounting purposes only and do not reflect on the jurisdictional status of any particular asset 5 Second Quarter 2025 Financial Results Q1 2025 Q2 2025 $280 $277 Pipeline2 Gathering Planned rate stepdown on Guardian Pipeline effective April 1 Seasonality on interstate pipelines, including joint ventures Higher short-term revenues on LEAP and Stonewall 30% 70% Adjusted EBITDA1 (millions) segment % of total xx 30% 70%
Breakout represents 2025-2029 probability-weighted capex by project type 6 Executing on ~$2.3 billion Organic Project Backlog over 2025-2029 ~$0.6 billion of new commitments in the second quarter Pipeline 70% Gathering 20% ~$2.3 billion Capital Project Backlog1 5-8x Build Multiples ~$1.1 billion has reached FID ~$0.6 billion committed in Q2 2025 ~90% of new commitments in Pipeline segment
7 Reached Final Investment Decision on Guardian Pipeline Expansion “G3” Expansion increases the capacity of Guardian by ~15% Map Update In Progress Guardian Pipeline expansion increases delivery capacity into northern Illinois and Wisconsin markets ~210 MMcf/d expansion with expected Q4 2028 in-service date Expansion will be completed via a combination of compression and looping $345 to $375 million capital investment at 5-6x build multiple Anchored by investment-grade customer with a 20-year, negotiated rate contract GUARDIAN PIPELINE MIDWESTERN GAS TRANSMISSION VECTOR PIPELINE Joliet Guardian “G3” Expansion ~210 MMcf/d
Represents dates by which pipelines must file rate cases 8 Phase 1 of Modernization on Interstate Pipelines Reaches FID Significant investment in modernization projects will enhance system efficiency and reliability Initial phase predominantly focused on Guardian Pipeline Modernization enhancements will improve system efficiency and reliability for customers 2H 2027 expected in-service date Capital investment of $130 to $150 million will be recovered in next rate case Additional modernization opportunities Projects improve reliability and service quality for customers Investments will be recovered in future rate cases Rate Case Filing Timelines1 Guardian Pipeline Midwestern Gas Transmission Viking Gas Transmission 2H 2026 2H 2027 2H 2028
Growth Investment Projects in Progress Continue to advance and deliver on organic growth investments In progress project updates Placed in-service three gathering expansions across both operating regions on time and on budget LEAP Phase 4 ahead of schedule and under budget Reached FID for Guardian “G3” expansion Reached FID for Phase 1 of Interstate Pipelines Modernization Project1 Expected in-service dates Pipeline Haynesville LEAP expansion – Phase 4 – Ahead of schedule Q1 2026 Stonewall to Mountain Valley Pipeline (MVP) expansion 1H 2026 Midwestern Gas Transmission power plant lateral Q1 2026 Phase 1 Interstate Pipelines Modernization – New 2H 2027 Guardian Pipeline “G3” expansion – New Q4 2028 Gathering Appalachia Tioga Gathering expansion In-Service Haynesville Blue Union Gathering well pad expansion In-Service Haynesville Blue Union Gathering new producer expansions In-Service Appalachia Gathering System expansion – Phase 3 Q2 2025 – 1H 2026 Clean Fuels Gathering 2H 2025 9 1. All projects listed have reached a final investment decision
2025 guidance 2026 $400 - $460 10 2025 Capital Plan is Committed and 2026 is Advancing Self-funding organic growth projects from $2.3 billion capital backlog Growth capex (millions) Organic, demand-driven, capital investments Increasing committed capital to reflect new projects reaching FID Total committed investments of ~$615 million over 2025 and 2026 ~$1.1 billion of projects have reached FID Committed New Commitments Pre-FID ~$385 Committed ~$230 Committed
Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 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 103 million shares outstanding – diluted on June 30, 2025 and March 31, 2025 Definition and reconciliation of Distributable Cash Flow (non-GAAP) included in the appendix Includes contribution to equity method investees Growth capital reflects DT Midstream capital spend of $77 million less ~$6 million cash contribution from customers received in Q2 2025 11 Quarterly Financial Results Three months ended (millions, except EPS) June 30, 2025 March 31, 2025 Key drivers Adjusted EBITDA1 $277 $280 Pipeline segment $194 $197 Rate stepdown on Guardian; seasonality on interstate pipelines Gathering segment $83 $83 Operating Earnings2 $107 $108 Operating EPS2 $1.04 $1.06 Distributable Cash Flow3 $157 $250 Cash interest expense in Q2 Growth Capital4 $715 $63 Maintenance Capital $6 $8
12 Appendix
13 Gathering Volume Summary Haynesville continues strong ramp, achieving all-time high throughput in Q2 2025 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 +16% Haynesville throughput (bcf/d) Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 1.43 1.37 1.37 1.30 1.17 Northeast throughput (bcf/d) Appalachia Gathering Susquehanna Gathering Tioga Gathering Ohio Utica Gathering Blue Union Gathering Volumes in-line with plan for the year and driven by timing of producer activity Shoulder season maintenance in Q2 2025
Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix 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 103 million shares outstanding - diluted Definition and reconciliation of Distributable Cash Flow (non-GAAP) to net income included in the appendix Includes contribution to equity method investees 14 2025/2026 Guidance Summary (millions, except EPS) Guidance 2025 Adjusted EBITDA1 $1,095 - $1,155 2025 Operating Earnings2 $415 - $455 2025 Operating EPS2 $4.05 - $4.45 2025 Distributable Cash Flow3 $740 - $800 2025 Capital Expenditures4 $470 - $550 Growth Capital $400 - $460 Maintenance Capital $70 - $90 2026 Adjusted EBITDA (early outlook) $1,155 - $1,225
Interconnect provides a pathway to reach majority of terminals within the LNG corridor Source: Wood Mackenzie North America Gas Investment Horizon Outlook – April 2025 15 Leading Competitive Market Position to Serve Growing LNG Demand Competitive advantage from superior connectivity to basin supply and LNG markets 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 +12 Bcf/d Haynesville Supply Forecast (Bcf/d)2 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 +16 Bcf/d DTM’s Haynesville System Direct LNG Market Connections (Bcf/d)1 Sabine Pass Cameron Calcasieu Pass Plaquemines Golden Pass Port Arthur Woodside Louisiana Existing/Future LEAP Interconnect Capacity (Bcf/d) LNG terminal / market Transco 0.5 Industrial / LNG corridor1 Cameron 0.25 Cameron LNG, Port Arthur LNG Creole Trail 1.0 Sabine Pass LNG Texas Eastern 0.75 Calcasieu Pass LNG Targa 0.1 Industrial TC Energy Gillis Access 1.0 Industrial / Plaquemines LNG, Calcasieu Pass LNG Driftwood Line 200 (Future) 1.0 Louisiana LNG Cameron Expansion (Future) 0.25 Cameron LNG, Port Arthur LNG Total ~4.9 Bcf/d
Sources: Wood Mackenzie North America Gas Investment Horizon Outlook – April 2025 16 Strong US Demand and Production Fundamentals Two-thirds of demand growth will be served by Haynesville and Appalachia production U.S. Natural Gas Demand Forecast 2025 2030 48 61 +13 bcf/d Production Forecast – DTM Basins (bcf/d) Haynesville Appalachia 2025 2030 113 132 +19 Bcf/d (bcf/d) Power ResComm Industrial LNG Exports Net Mexican Exports Other
17 LEAP Phase 4 expansion running ahead of schedule Haynesville System to provide additional 0.2 Bcf/d of wellhead to Gulf Coast markets access LEAP capacity (Bcf/d) LEAP capacity (Bcf/d) In-service Original Phase 1 expansion Aug. 2023 Phase 2 expansion Jan. 2024 Phase 3 expansion Jun. 2024 Phase 4 expansion Q1 2026 Total Expansion potential 0.3 0.2 0.2 2.1 Capital efficient, lower-risk expansion provides timely access to coming LNG demand Project will provide ~0.2 Bcf/d incremental LEAP capacity, increasing capacity from 1.9 Bcf/d to 2.1 Bcf/d Project entails incremental compression and looping Expansion is underpinned by new long-term, demand-based contracts with two new LEAP customers Project expected to be in-service Q1 2026 Continuing discussions for additional expansions LEAP can be further expanded to serve growing Gulf Coast LNG and industrial corridor demand ~4 Haynesville System’s competitive advantage offers superior connectivity to basin supply and LNG markets DTM assets DTM treating plants LNG facilities Electric compression Operational Under development Acreage dedication LEAP Phase 4 Expansion +200 MMcf/d LNG Corridor
Disciplined storage site selection and stakeholder engagement Proximity to CO2 source and favorable sequestration geology Early engagement of local community and Louisiana (LA) DENR on key development activities Technical review of application is currently underway Validated formation structure and completed injectivity tests Secured key storage rights Third party expert analysis of Class V test well completed; confirming formation suitability LA DENR has commenced the formal technical review of our Class VI application Louisiana Department of Energy and Natural Resources 18 Louisiana Carbon Capture and Sequestration Project currently in formal technical review with the Louisiana DENR1 Project timeline Drilled Class V test well Expected Class VI well permit approval Final investment decision Expected Phase 1 project in-service Methodical project development approach Class V test well permit approved Evaluated Class V test well results Leveraging over 50 years of storage and pipeline development and operations experience Minimizing capital spend until we reach a final investment decision Current stage LA DENR Class VI permit requirements Capital deployment 2H 2025 LA DENR Class VI application technical review 1H 2027 2024
19 Non-GAAP Definitions Adjusted EBITDA and Distributable Cash Flow (DCF) are non-GAAP measures New slide 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 2025 or 2026 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.
20 Non-GAAP Definitions Operating Earnings and Operating Earnings per share are non-GAAP measures New slide 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.
New slide 21 Non-GAAP Reconciliations Reconciliation of Reported to Operating Earnings – DT Midstream Consolidated
Non-GAAP Reconciliations New slide Reconciliation of Reported to Operating Earnings per diluted share(1) – DT Midstream Consolidated 22
23 Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Non-GAAP Reconciliations
24 Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Pipeline Segment Non-GAAP Reconciliations
25 Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA Gathering Segment Non-GAAP Reconciliations
Non-GAAP Reconciliations 26 Reconciliation of Net Income Attributable to DT Midstream to Distributable Cash Flow