DT Midstream, Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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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.
FY2025 · Filed Feb 19, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-26.
0001842022-25-000003
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-19.
0001842022-26-000003
Item 7. 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 116 previous paragraphs and 111 current paragraphs.
71 unchanged; 38 reworded; 2 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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
expense of $8 million and lower interest income of $5 million.
Current report
See Note 7, "Income Taxes" and Note 16, "Acquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Removed paragraphs (6)
Previous report
Asset (gains) losses and impairments, net decreased $17 million for the year ended December 31, 2023 due to the 2022 one-time gain on sale of certain assets in the Utica Shale region. See Note 2, "Significant Accounting Policies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Previous report
•Our strategic joint development agreement with Mitsubishi Power Americas, Inc. to advance hydrogen development projects across the United States.
Previous report
In April 2022, we issued the 2032 Notes in aggregate principal amount of $600 million. We used the net proceeds from the sale of the 2032 Notes of $593 million to partially repay indebtedness under our Term Loan Facility.
Previous report
(a) Short-term borrowings under our Revolving Credit Facility can be extended up to the October 2027 expiration date.
Previous report
See Note 7, "Income Taxes" and Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Previous report
On December 31, 2024, we completed the Midwest Pipeline Acquisition, which resulted in an addition of $303 million to goodwill under the Pipeline reporting unit. This addition occurred after the completion of our annual impairment test as of October 1, 2024. As part of our year-end procedures, we performed a qualitative assessment of the goodwill balance, including the newly added goodwill from the acquisition, and determined there were no indicators of impairment as of December 31, 2024. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Reworded paragraphs (38)
Previous wording
We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.
Previous wording
The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines including related treatment plants and compression and surface facilities. This segment also includes our equity method investments. During the three months ended March 31, 2023, we completed the conversion of the Michigan System from gathering to dry gas transmission service and began providing services under a new long-term dry gas transmission contract. For the years ended December 31, 2024 and 2023, the Michigan System financial results are presented in the Pipeline segment. The activity for the year ended December 31, 2022 was for gathering services and therefore was not revised from presentation in the Gathering segment.
Current wording
The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines and compression and surface facilities. This segment also includes our equity method investments. The Midwest Pipeline Acquisition assets and results of operations after the December 31, 2024 acquisition date are presented in our Pipeline segment. Pipeline results and outlook are discussed below:
Previous wording
Operating revenues increased $66 million for the year ended December 31, 2024 primarily due to new LEAP long-term firm service revenue contracts of $55 million, higher long-term contracting rates and volumes at the Washington 10 Storage Complex of $9 million and higher volumes at Stonewall of $9 million, partially offset by lower volumes at Bluestone of $8 million. Operating revenues increased $38 million for the year ended December 31, 2023 primarily due to higher long-term and short-term storage contracting rates at the Washington 10 Storage Complex of $18 million, new transmission service contracts at the Michigan System of $16 million, and new LEAP long-term firm service revenue contracts of $10 million, partially offset by lower volumes at Bluestone of $2 million.
Current wording
Operating revenues increased $244 million for the year ended December 31, 2025 primarily due to activity from the interstate pipelines acquired in the Midwest Pipeline Acquisition of $212 million, new LEAP contracts of $31 million and higher long-term storage revenue at Washington 10 Storage Complex of $9 million, partially offset by lower Bluestone volumes of $7 million. Operating revenues increased $66 million for the year ended December 31, 2024 primarily due to new LEAP long-term firm service revenue contracts of $55 million, higher long-term contracting rates and volumes at the Washington 10 Storage Complex of $9 million and higher volumes at Stonewall of $9 million, partially offset by lower volumes at Bluestone of $8 million.
Previous wording
Operation and maintenance expense increased $13 million for the year ended December 31, 2024 primarily due to higher production-related operating expenses from the expansion of LEAP and acquisition related costs for the Midwest Pipeline Acquisition. Operation and maintenance expense increased $1 million for the year ended December 31, 2023 primarily due to new transmission service contracts at the Michigan System, partially offset by increased capitalized labor and overhead.
Current wording
Operation and maintenance expense increased $66 million for the year ended December 31, 2025 primarily due to effects from the Midwest Pipeline Acquisition, including increases in direct operations of $25 million, increases in corporate overhead and the acquisition's impact on corporate overhead segment mix of $36 million, as well as production-related operating expenses from the LEAP expansion of $9 million. Operation and maintenance expense increased $13 million for the year ended December 31, 2024 primarily due to higher production-related operating expenses from the expansion of LEAP and acquisition related costs for the Midwest Pipeline Acquisition.
Previous wording
Depreciation and amortization expense increased $5 million for the year ended December 31, 2024 primarily due to new LEAP assets placed into service. Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new transmission service assets at the Michigan System and new LEAP assets placed into service.
Current wording
Depreciation and amortization expense increased $37 million for the year ended December 31, 2025 primarily due to the Midwest Pipeline Acquisition. Depreciation and amortization expense increased $5 million for the year ended December 31, 2024 primarily due to new LEAP assets placed into service.
Previous wording
Taxes other than income increased $7 million for the year ended December 31, 2024 primarily due to LEAP assets placed into service.
Current wording
Taxes other than income increased $5 million for the year ended December 31, 2025 primarily due to an increase in property taxes due to the Midwest Pipeline Acquisition. Taxes other than income increased $7 million for the year ended December 31, 2024 primarily due to LEAP assets placed into service.
Previous wording
Interest expense decreased $8 million for the year ended December 31, 2024 primarily due to lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024, partially offset by lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes. Interest expense decreased $2 million for the year ended December 31, 2023 primarily due to higher capitalized interest on higher construction in progress during 2023, partially offset by higher borrowings and rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes.
Current wording
Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense decreased $8 million for the year ended December 31, 2024 primarily due to lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024, partially offset by lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes.
Previous wording
Earnings from equity method investees decreased $15 million for the year ended December 31, 2024 primarily due to higher interest expense from new senior unsecured notes at Millennium and a full year of interest expense from senior unsecured notes at NEXUS. Earnings from equity method investees increased $27 million for the year ended December 31, 2023 primarily due to higher earnings from Millennium of $19 million from our higher ownership percentage and a goodwill impairment at Generation of $7 million in 2022. Additionally, NEXUS had increased contract rates and additional customers offset by higher interest expense from new senior unsecured notes. On October 7, 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium from National Grid. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
Earnings from equity method investees decreased $24 million for the year ended December 31, 2025 primarily due to higher interest expense from senior unsecured notes issued by Millennium in the three months ended September 30, 2024 of $16 million and higher property taxes, lower short-term revenue and higher maintenance expenses at Millennium of $7 million. Earnings from equity method investees decreased $15 million for the year ended December 31, 2024 primarily due to higher interest expense from new senior unsecured notes at Millennium and a full year of interest expense from senior unsecured notes at NEXUS.
Previous wording
Loss from financing activities increased $3 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year. Loss from financing activities decreased $6 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
Current wording
Loss from financing activities increased $3 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the year.
Previous wording
Income tax expense increased $32 million for the year ended December 31, 2024 primarily due to higher income before income taxes and deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation. Income tax expense increased $13 million for the year ended December 31, 2023 due to higher income before income taxes in 2023. Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
Current wording
Income tax expense increased $14 million for the year ended December 31, 2025 due to an increase in income before income taxes, partially offset by deferred tax remeasurements for changes in state tax rates and apportionment factors related to the Midwest Pipeline Acquisition in 2024. Income tax expense increased $32 million for the year ended December 31, 2024 primarily due to higher income before income taxes and deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation.
Previous wording
We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.
Current wording
We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include expansion opportunities on the DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.
Previous wording
The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. Gathering results and outlook are discussed below:
Current wording
The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. The Clean Fuels Gathering assets and results of operations after the July 1, 2024 acquisition date are presented in our Gathering segment. Gathering results and outlook are discussed below:
Previous wording
Operating revenues decreased $7 million for the year ended December 31, 2024 primarily due to lower volumes and recovery of production-related operating expenses on Blue Union Gathering of $19 million and lower Susquehanna Gathering volumes of $16 million, partially offset by a full year of operations at Ohio Utica Gathering of $18 million and higher Appalachia Gathering volumes of $12 million. Operating revenues decreased $36 million for the year ended December 31, 2023 primarily due to lower Blue Union Gathering revenues of $50 million, lower Michigan System gathering services of $6 million, and lower Susquehanna Gathering volumes of $3 million, partially offset by higher Appalachia Gathering volumes of $21 million driven primarily by new contracts resulting from the expansion in 2023. Lower Blue Union Gathering revenues were driven primarily by lower deficiency fees of $23 million, lower recovery of production-related operating expenses of $12 million, lower rates of $9 million and lower production volumes of $5 million.
Current wording
Operating revenues increased $18 million for the year ended December 31, 2025 primarily due to new Blue Union Gathering contracts of $18 million, higher Blue Union Gathering volumes of $15 million, higher volumes and deficiency fees due to expansion at Ohio Utica Gathering of $11 million and higher volumes at Tioga Gathering of $5 million, partially offset by lower volumes at Susquehanna Gathering of $22 million and Appalachia Gathering of $9 million. Operating revenues decreased $7 million for the year ended December 31, 2024 primarily due to lower volumes and recovery of production-related operating expenses on Blue Union Gathering of $19 million and lower Susquehanna Gathering volumes of $16 million, partially offset by a full year of operations at Ohio Utica Gathering of $18 million and higher Appalachia Gathering volumes of $12 million.
Previous wording
Operation and maintenance expense decreased $14 million for the year ended December 31, 2024 primarily due to lower planned maintenance and production-related operating expenses on Blue Union Gathering of $18 million, partially offset by a full year of operations at Ohio Utica Gathering. Operation and maintenance expense decreased $23 million for the year ended December 31, 2023 primarily due to lower Blue Union Gathering expenses of $14 million driven by lower production-related operating expenses, a reduction in Appalachia Gathering environmental contingent liabilities of $6 million, and increased capitalized labor and overhead of $3 million.
Current wording
Operation and maintenance expense increased $19 million for the year ended December 31, 2025 primarily due to new assets placed into service and higher production-related operating expenses at Blue Union Gathering of $20 million and a reduction in environmental contingent liabilities of $9 million at Appalachia Gathering in 2024, partially offset by the Midwest Pipeline Acquisition’s impact on corporate overhead segment mix of $10 million. Operation and maintenance expense decreased $14 million for the year ended December 31, 2024 primarily due to lower planned maintenance and production-related operating expenses on Blue Union Gathering of $18 million, partially offset by a full year of operations at Ohio Utica Gathering.
Previous wording
Depreciation and amortization expense increased $22 million for the year ended December 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering, and Appalachia Gathering. Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new Blue Union Gathering and Appalachia Gathering assets placed into service.
Current wording
Depreciation and amortization expense increased $12 million for the year ended December 31, 2025 primarily due to assets placed in service at Blue Union Gathering, Ohio Utica Gathering and Clean Fuels Gathering. Depreciation and amortization expense increased $22 million for the year ended December 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering, and Appalachia Gathering.
Previous wording
Interest expense increased $11 million for the year ended December 31, 2024 primarily due to lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes issued in 2024. This increase was partially offset by lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024. Interest expense increased $15 million for the year ended December 31, 2023 primarily due to higher borrowings and interest rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes, partially offset by higher capitalized interest due to higher construction in progress during 2023.
Current wording
Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense increased $11 million for the year ended December 31, 2024 primarily due to lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes issued in 2024. This increase was partially offset by lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024.
Previous wording
Loss from financing activities increased $2 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year. Loss from financing activities decreased $7 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
Loss from financing activities increased $2 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the year.
Previous wording
Income tax expense increased $1 million for the year ended December 31, 2024 primarily due to deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation, partially offset by lower income before income taxes. Income tax expense decreased $9 million for the year ended December 31, 2023 primarily due to lower income before income taxes in 2023. Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
Income tax expense decreased $7 million for the year ended December 31, 2025 due to decreases in income before income taxes and deferred tax remeasurements for changes in state tax rates and apportionment factors related to the Midwest Pipeline Acquisition in 2024. Income tax expense increased $1 million for the year ended December 31, 2024 primarily due to deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation, partially offset by lower income before income taxes.
Previous wording
We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, Tioga Gathering and Clean Fuels Gathering.
Current wording
We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, and Tioga Gathering.
Previous wording
We are subject to extensive U.S. federal, state, and local environmental regulations. Additional compliance costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply with such regulation could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures, and the replacement costs of aging pipelines and other facilities.
Current wording
We are subject to U.S. federal, state, and local laws and environmental regulations, including laws and regulations relating to pipeline safety, climate change and GHG emissions. Additional compliance costs may result as the effects of various substances on the environment and human health are studied and laws and regulations are developed and implemented. Actual costs to comply with such laws and regulations could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures, and the replacement costs of aging pipelines and other facilities.
Previous wording
In 2024, we completed the Clean Fuels Acquisition and advanced our carbon capture and sequestration project in Louisiana through completion of the Class V test well. The carbon capture and sequestration Class VI permit application was transferred to the Louisiana Department of Energy and Natural Resources in February 2024, and we are awaiting the completion of their review.
Current wording
In 2024, we completed the Clean Fuels Acquisition and advanced our carbon capture and sequestration project in Louisiana through completion of the Class V test well. The carbon capture and sequestration Class VI permit application moved to formal technical review with the Louisiana Department of Conservation and Energy in July 2025, and we are awaiting the completion of that review.
Previous wording
•Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions;
Current wording
•Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions; and
Previous wording
•Our Clean Fuels Gathering project to capture fugitive methane emissions; and
Current wording
•Our Clean Fuels Gathering project to capture fugitive methane emissions.
Previous wording
Capital project investments have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section below. DT Midstream published our third annual Corporate Sustainability Report in 2024. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.
Current wording
Capital project investments have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section below. DT Midstream published our fourth annual Corporate Sustainability Report in 2025. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.
Previous wording
Net cash and cash equivalents from operating activities increased $73 million for the year ended December 31, 2023 primarily due to a decrease in cash paid for taxes, net changes in working capital, an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, amortization of operating lease right-of-use assets, and assets (gains) losses and impairments, and an increase in dividends received from equity method investees. These increases were partially offset by an increase in interest expense.
Current wording
Net cash and cash equivalents from operating activities increased $104 million for the year ended December 31, 2025 primarily due to an increase in operating income of $176 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 $7 million, partially offset by a decrease of $44 million due to changes in net working capital, a decrease in dividends received from equity method investees of $23 million, higher interest
Previous wording
On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "Acquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Previous wording
Net cash and cash equivalents used for investing activities decreased $503 million for the year ended December 31, 2023 primarily due to the acquisition of an additional 26.25% ownership interest in the Millennium from National Grid in 2022 and higher distributions received from equity method investees in 2023, including the NEXUS distribution noted above. This change was partially offset by an increase in cash used for plant and equipment expenditures for expansions on LEAP, Blue Union Gathering, Appalachia Gathering, and Ohio Utica Gathering, and a decrease in proceeds from the sale of notes receivable.
Current wording
Net cash and cash equivalents used for investing activities decreased $709 million for the year ended December 31, 2025 primarily due to cash consideration for the Midwest Pipeline Acquisition in 2024, partially offset by lower distributions received from equity method investees of $423 million, due to the Millennium distribution in 2024 of $416 million, and an increase in cash used for plant and equipment expenditures of $76 million.
Previous wording
In November 2024, we issued 4,168,750 common shares for net proceeds of approximately $406 million. DT Midstream paid cash dividends on common stock of $280 million, $263 million, and $244 million during the years ended December 31, 2024, 2023 and 2022, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Current wording
In November 2024, we issued 4,168,750 common shares for net proceeds of approximately $406 million. DT Midstream paid cash dividends on common stock of $324 million, $280 million, and $263 million during the years ended December 31, 2025, 2024 and 2023, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Previous wording
Net cash and cash equivalents used for financing activities of $452 million for the year ended December 31, 2023 increased as compared to net cash and cash equivalents from financing activities of $58 million for the year ended December 31, 2022. The increase was primarily due to higher net repayments of borrowings under the Revolving Credit Facility, higher dividends paid on common stock, and lower proceeds from the issuance of long-term debt. The increase was partially offset by lower repayments of long-term debt.
Current wording
Net cash and cash equivalents used for financing activities of $509 million for the year ended December 31, 2025 decreased as compared tonet cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024. The decrease was primarily due to proceeds received in 2024 from the issuance of common shares and from the issuance of the 2034 Notes, higher dividends paid on common stock of $44 million, higher payroll taxes paid related to vested stock-based compensation of $19 million and lower net borrowings under the Revolving Credit Facility of $135 million, partially offset by lower repayments on long-term debt of $399 million and higher contributions from noncontrolling interests of $7 million.
Previous wording
Net cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024 increased as compared to net cash and cash equivalents used for financing activities of $452 million for the year ended December 31, 2023. The increase was primarily due to proceeds received from the issuance of common shares, proceeds received from the issuance of the 2034 Notes, and lower net repayments of borrowings under the Revolving Credit Facility, partially offset by the repayment of the Term Loan Facility and higher dividends paid on common stock.
Current wording
Net cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024 increased as compared tonet cash and cash equivalents used for financing activities of $452 million for the year ended December 31, 2023. The increase was primarily due to proceeds received from the issuance of common shares, proceeds received from the issuance of the 2034 Notes, and lower net repayments of borrowings under the Revolving Credit Facility, partially offset by the repayment of the Term Loan Facility and higher dividends paid on common stock.
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 December 31, 2024, we had $16 million of letters of credit outstanding and $150 million borrowings outstanding under our Revolving Credit Facility. We had approximately $902 million of available liquidity as of December 31, 2024, 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 December 31, 2025, we had $17 million of letters of credit outstanding and no borrowings outstanding under our Revolving Credit Facility. We had approximately $1 billion of available liquidity as of December 31, 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 future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and an inability to access adequate capital could adversely impact future earnings and cash flows.
Previous wording
Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. We believe that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors. During the year ended December 31, 2024, our credit rating was upgraded to investment-grade by Fitch Ratings and our outlook was upgraded to positive by both Moody's and S&P.
Current wording
Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. We believe that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors. During the year ended December 31, 2025, our credit rating was upgraded to investment grade by both Moody’s Ratings and S&P Global Ratings, and the Company remained investment grade with Fitch Ratings following its 2024 upgrade. As a result, DT Midstream has achieved investment grade rating with all three major credit rating agencies.
Previous wording
(b) Excludes $19 million of unamortized debt issuance costs.
Current wording
(a) Excludes $15 million of unamortized debt issuance costs.
Previous wording
(c) Excludes $1 million of unamortized debt discount and $11 million of unamortized debt issuance costs.
Current wording
(b) Excludes $1 million of unamortized debt discount and $10 million of unamortized debt issuance costs. These were formerly secured notes whose collateral was released on May 16, 2025 following an Investment Grade Event under the respective indentures. In the event of a Reversion Event (as defined in the respective indentures), the collateral is required to be reinstated in accordance with the respective indentures.
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 $5 million in contributions to equity method investees, were $355 million for the year ended December 31, 2024 primarily for expansions on Blue Union Gathering, Ohio Utica Gathering, LEAP and Appalachia Gathering. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. 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 investments were $431 million for the year ended December 31, 2025, inclusive of $5 million in contributions to equity method investees and $426 million in plant and equipment expenditures. These were primarily related to expansions on Blue Union Gathering, Appalachia Gathering, LEAP, Clean Fuels Gathering, Stonewall and Ohio Utica Gathering. We anticipate total capital investments, inclusive of contributions to equity method investees, for the year ended December 31, 2026 of approximately $490 million to $570 million.
Previous wording
In accordance with business combination accounting guidance, the assets acquired and liabilities assumed in an acquired business are measured at their estimated fair values at the acquisition date. As discussed in the Regulation paragraph below, these acquired FERC-regulated pipelines are accounted for under ASC 980, and thus, the fair value of assets acquired and liabilities assumed subject to these provisions approximate their regulated basis, and therefore no fair value adjustments have been reflected related to these amounts. Customer relationship intangible assets are not subject to rate making and cost recovery provisions, and therefore do include fair value adjustments. Determining the fair value of these items required management's judgment and involved the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. Changes to these estimates and assumptions could result in material changes to the fair value of assets and liabilities as of the acquisition date. For income tax purposes, the transaction is treated as a taxable deemed asset acquisition. Accordingly, the majority of deferred income tax assets and liabilities of the acquired entities are eliminated as the tax bases were increased to fair market value which equals net book value.
Current wording
In accordance with business combination accounting guidance, the assets acquired and liabilities assumed in an acquired business are measured at their estimated fair values at the acquisition date. As discussed in the Regulation paragraph below, the FERC-regulated pipelines acquired in the Midwest Pipeline Acquisition are accounted for under ASC 980, and thus, the fair value of assets acquired and liabilities assumed subject to these provisions approximate their regulated basis, and therefore no fair value adjustments have been reflected related to these amounts. Customer relationship intangible assets are not subject to rate making and cost recovery provisions, and therefore do include fair value adjustments. Determining the fair value of these items required management's judgment and involved the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. During the year ended December 31, 2025, the Company recorded measurement period adjustments related to the Midwest Pipeline Acquisition as additional information became available and the purchase price allocation was finalized. For income tax purposes, the transaction is treated as a taxable deemed asset acquisition. Accordingly, the majority of deferred income tax assets and liabilities of the acquired entities are eliminated as the tax bases were increased to fair market value which equals net book value.
Previous wording
Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of the FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980, Regulated Operations for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. These entities are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our regulated businesses. We believe that currently available facts support the continued use of regulatory accounting and that all regulatory assets and liabilities are recoverable or refundable in the current regulatory environment.
Current wording
Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) charged to and collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980 for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. These entities are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our regulated businesses. We believe that currently available facts support the continued use of regulatory accounting and that all regulatory assets and liabilities are recoverable or refundable in the current regulatory environment.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Pipeline results and outlook are discussed below: