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DT Midstream Inc

For the period ended Dec 31, 2023. Filed Feb 16, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 16, 2024

DTM$113.66+0.7%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:001-40392

Delaware38-2663964
(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

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

Title of Each ClassTrading SymbolName of Exchange on which Registered
Common stock, par value $0.01DTMNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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. ☐

Indicate by check mark whether the registrant filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

On June 30, 2023, the aggregate market value of DT Midstream's voting common stock was approximately $4.8 billion (based on the New York Stock Exchange closing price on such date).

Number of shares of common stock outstanding at February 8, 2024:

DescriptionShares
Common stock, par value $0.0196,979,556

DOCUMENTS INCORPORATED BY REFERENCE

Certain information in DT Midstream's definitive Proxy Statement for our 2024 Annual Meeting of Common Shareholders to be held May 10, 2024, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the registrant’s fiscal year covered by this report on Form 10-K, is incorporated herein by reference to Part III (Items 10, 11, 12, 13, and 14) of this Form 10-K.

TABLE OF CONTENTS

Page
Definitions1
Forward-Looking Statements4
PART I
Items 1. and 2.Business and Properties6
Item 1A.Risk Factors23
Item 1B.Unresolved Staff Comments38
Item 1C.Cybersecurity38
Item 3.Legal Proceedings38
Item 4.Mine Safety Disclosures38
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities39
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41
Item 7A.Quantitative and Qualitative Disclosures About Market Risk51
Item 8.Financial Statements52
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87
Item 9A.Controls and Procedures87
Item 9B.Other Information87
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections87
PART III
Item 10.Directors, Executive Officers, and Corporate Governance88
Item 11.Executive Compensation88
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88
Item 13.Certain Relationships and Related Transactions, and Director Independence88
Item 14.Principal Accountant Fees and Services88
PART IV
Item 15.Exhibits and Financial Statement Schedules89
Signatures91
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.