DT Midstream, Inc.
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 30, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001842022-25-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001842022-25-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 70 current paragraphs.
49 unchanged; 19 reworded; 2 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Operating revenues increased $12 million for the three months ended September 30, 2025 primarily due to higher Blue Union Gathering volumes. Operating revenues increased $8 million for the nine months ended September 30, 2025 primarily due to higher Blue Union Gathering volumes of $22 million and operations at Ohio Utica Gathering of $12 million, partially offset by lower volumes at Susquehanna Gathering of $18 million and Appalachia Gathering of $6 million.
Current report
Other income increased $3 million for the three months ended September 30, 2025 primarily due to right-of-way income at Blue Union Gathering.
Removed paragraphs (3)
Previous report
Interest expense decreased $1 million for the six months ended June 30, 2025 primarily due to repayment of the Term Loan Facility during 2024, partially offset by higher interest on the 2034 Notes.
Previous report
Operating revenues decreased $1 million for the six months ended June 30, 2025 primarily due to lower Susquehanna Gathering volumes of $12 million and lower Appalachia Gathering volumes of $4 million, partially offset by higher firm revenue and a full six months of operations at Ohio Utica Gathering (which was placed into service in the second quarter of 2024) of $8 million, and higher Blue Union Gathering volumes of $7 million.
Previous report
Interest expense increased $2 million for the six months ended June 30, 2025 primarily due to higher interest related to the 2034 Notes, partially offset by repayment of the Term Loan Facility during 2024.
Reworded paragraphs (19)
Previous wording
For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended June 30, 2025 to the three months ended March 31, 2025, and the six months ended June 30, 2025 to the six months ended June 30, 2024, as applicable. The following table summarizes our consolidated financial results:
Current wording
For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended September 30, 2025 to the three months ended June 30, 2025, and the nine months ended September 30, 2025 to the nine months ended September 30, 2024, as applicable. The following table summarizes our consolidated financial results:
Previous wording
Operating revenues increased $7 million for the three months ended June 30, 2025 primarily due to new contracts on LEAP of $4 million and higher Stonewall volumes of $3 million. Operating revenues increased $129 million for the six months ended June 30, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition, new LEAP contracts and higher long term storage revenue.
Current wording
Operating revenues decreased $7 million for the three months ended September 30, 2025 primarily due to lower volumes on Stonewall of $4 million and lower LEAP short-term contract revenues of $1 million. Operating revenues increased $186 million for the nine months ended September 30, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition of $159 million, new LEAP contracts of $25 million and higher long-term storage revenue at Washington 10 Storage Complex of $7 million, partially offset by lower Bluestone revenue of $6 million.
Previous wording
Operation and maintenance expense increased $35 million for the six months ended June 30, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition, production-related operating expenses from the LEAP expansion and the impact of a change in segment mix on corporate overhead allocated to the Pipeline segment as a result of the Midwest Pipeline Acquisition.
Current wording
Operation and maintenance expense increased $50 million for the nine months ended September 30, 2025 primarily due to effects from the Midwest Pipeline Acquisition, including increases in direct operations, increases in corporate overhead and the acquisition's impact on corporate overhead segment mix of $46 million, as well as production-related operating expenses from the LEAP expansion of $8 million.
Previous wording
Depreciation and amortization expense increased $19 million for the six months ended June 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Current wording
Depreciation and amortization expense increased $28 million for the nine months ended September 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Previous wording
Taxes other than income increased $5 million for the six months ended June 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Current wording
Taxes other than income increased $7 million for the nine months ended September 30, 2025 primarily due to the Midwest Pipeline Acquisition.
Previous wording
Earnings from equity method investees decreased $7 million for the three months ended June 30, 2025 primarily due to lower seasonal short-term contract revenues of $3 million each at Millennium and Vector. Earnings from equity method investees decreased $18 million for the six months ended June 30, 2025 primarily due to higher interest expense from senior unsecured notes issued in the third quarter of 2024 of $12 million and higher property taxes, lower short-term revenue and higher maintenance expenses in 2025 at Millennium of $6 million.
Current wording
Earnings from equity method investees increased $4 million for the three months ended September 30, 2025 primarily due to higher seasonal short-term contract revenues of $2 million at Nexus and timing of maintenance projects at Millennium of $2 million. Earnings from equity method investees decreased $24 million for the nine months ended September 30, 2025 primarily due to higher interest expense from senior unsecured notes issued in the three months ended September 30, 2024 of $17 million and higher property taxes, lower short-term revenue and higher maintenance expenses in 2025 at Millennium of $7 million.
Previous wording
Income tax expense increased $11 million for the six months ended June 30, 2025 due to an increase in income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1. of this Form 10-Q.
Current wording
Income tax expense increased $15 million for the nine months ended September 30, 2025 due to an increase in income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1. of this Form 10-Q.
Previous wording
Operation and maintenance expense increased $17 million for the six months ended June 30, 2025 primarily due to a reduction in environmental contingent liabilities of $9 million in Q2 2024 at Appalachia Gathering, new assets placed into service and higher production-related operating expenses on Blue Union Gathering of $3 million and Clean Fuels Gathering operations of $3 million, partially offset by the impact of a change in segment mix on corporate overhead allocated to the Gathering segment.
Current wording
Operation and maintenance expense increased $6 million for the three months ended September 30, 2025 primarily due to higher production-related expenses at Blue Union Gathering of $4 million and higher operating expenses at Appalachia Gathering of $2 million. Operation and maintenance expense increased $23 million for the nine months ended September 30, 2025 primarily due to new assets placed into service and higher production-related operating expenses at Blue Union Gathering of $12 million, a reduction in environmental contingent liabilities of $9 million in the three months ended June 30, 2024 at Appalachia Gathering, and Clean Fuels Gathering operations of $3 million, partially offset by the Midwest Pipeline Acquisition's impact on corporate overhead segment mix.
Previous wording
Depreciation and amortization expense increased $4 million for the six months ended June 30, 2025 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering and Clean Fuels Gathering.
Current wording
Depreciation and amortization expense increased $7 million for the nine months ended September 30, 2025 primarily due to assets placed in service at Blue Union Gathering, Ohio Utica Gathering and Clean Fuels Gathering.
Previous wording
Income tax expense decreased $6 million for the six months ended June 30, 2025 primarily due to lower income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Current wording
Income tax expense decreased $5 million for the nine months ended September 30, 2025 primarily due to a decrease in income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Previous wording
For purposes of the following discussion, any increases or decreases refer to the comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024.
Current wording
For purposes of the following discussion, any increases or decreases refer to the comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024.
Previous wording
Net cash and cash equivalents from operating activities increased $26 million for the six months ended June 30, 2025 primarily due to an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets, partially offset by decreases in dividends received from equity method investees and decreases in net working capital changes.
Current wording
Net cash and cash equivalents from operating activities increased $95 million for the nine months ended September 30, 2025 primarily due to an increase in operating income of $119 million after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets, and a decrease in cash paid for income taxes, net of refunds received, of $4 million, partially offset by a decrease in dividends received from equity method investees of $18 million, a decrease of $7 million due to changes in net working capital and higher interest expense of $3 million.
Previous wording
Net cash and cash equivalents used for investing activities decreased $19 million for the six months ended June 30, 2025 primarily due to a decrease in cash used for plant and equipment expenditures and a purchase price adjustment for the Midwest Pipeline Acquisition, partially offset by lower distributions received from equity method investees.
Current wording
Net cash and cash equivalents used for investing activities increased $457 million for the nine months ended September 30, 2025 primarily due to lower distributions received from equity method investees of $433 million, due to the Millennium distribution in 2024 of $416 million, and an increase in cash used for plant and equipment expenditures of $35 million, partially offset by a purchase price adjustment for the Midwest Pipeline Acquisition of $10 million.
Previous wording
DT Midstream paid cash dividends on common stock of $158 million and $138 million during the six months ended June 30, 2025 and 2024, respectively. See Note 6, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Current wording
DT Midstream paid cash dividends on common stock of $241 million and $209 million during the nine months ended September 30, 2025 and 2024, respectively. See Note 6, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Previous wording
Net cash and cash equivalents used for financing activities increased $56 million for the six months ended June 30, 2025 primarily due to higher net repayments of borrowings under the Revolving Credit Facility, higher dividends paid on common stock and higher payroll taxes paid related to vested stock-based compensation.
Current wording
Net cash and cash equivalents used for financing activities decreased $371 million for the nine months ended September 30, 2025 primarily due to lower repayments on long-term debt of $399 million and higher net borrowings under the Revolving Credit Facility of $15 million, partially offset by higher dividends paid on common stock of $32 million and higher payroll taxes paid related to vested stock-based compensation of $17 million.
Previous wording
Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of June 30, 2025, we had $16 million of letters of credit outstanding and $25 million borrowings outstanding under our Revolving Credit Facility. We had approximately $1.0 billion of available liquidity as of June 30, 2025, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.
Current wording
Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of September 30, 2025, we had $17 million of letters of credit outstanding and no borrowings outstanding under our Revolving Credit Facility. We had approximately $1.1 billion of available liquidity as of September 30, 2025, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.
Previous wording
We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and the inability to access adequate capital could adversely impact future earnings and cash flows.
Current wording
We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet foreseeable future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and the inability to access adequate capital could adversely impact future earnings and cash flows.
Previous wording
The Credit Agreement covering the Revolving Credit Facility includes a maximum consolidated net leverage ratio covenant that DT Midstream must maintain. An Investment Grade Event under the Credit Agreement occurred on May 16, 2025. See Note 9, "Debt" and Note 10, "Commitments and Contingencies" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Current wording
The Credit Agreement covering the Revolving Credit Facility includes a maximum consolidated net leverage ratio covenant that DT Midstream must maintain. An Investment Grade Event under the Credit Agreement occurred on May 16, 2025. See Note 9, "Debt" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.
Previous wording
Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital expenditures, inclusive of $2 million in contributions to equity method investees, were $154 million for the six months ended June 30, 2025 primarily for expansions on Blue Union Gathering, Appalachia Gathering, Clean Fuels Gathering, Stonewall and LEAP. We anticipate total capital expenditures, inclusive of contributions to equity method investees, for the year ended December 31, 2025 of approximately $470 million to $550 million.
Current wording
Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital expenditures, inclusive of $3 million in contributions to equity method investees, were $298 million for the nine months ended September 30, 2025 primarily for expansions on Blue Union Gathering, Appalachia Gathering, LEAP, Clean Fuels Gathering and Stonewall. We anticipate total capital expenditures, inclusive of contributions to equity method investees, for the year ended December 31, 2025 of approximately $445 million to $485 million.