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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):
December 6, 2023
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 Symbol(s) |
|
Name of Exchange on 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 7.01. | Regulation FD Disclosure. |
DT Midstream, Inc. (“DT
Midstream”) will meet with investors on December 7, 2023. A copy of the slide presentation from the meetings is furnished
as Exhibit 99.1 to this report and will be available on DT Midstream’s website, www.dtmidstream.com,
on December 6, 2023.
In accordance with General Instruction
B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
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 “Cautionary
Statement Concerning 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: December 6, 2023
DT MIDSTREAM, INC.
(Registrant) |
by |
|
/s/ Jeffrey Jewell |
|
Name: Jeffrey Jewell |
|
Title: Chief Financial Officer |
Wells Fargo Midstream and Utilities Symposium
December 7, 2023
DT Midstream
Safe Harbor Statement
This presentation contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. These forward-looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, business prospects, outcomes of regulatory proceedings, market conditions, and other matters, based on what we believe to be reasonable assumptions and on information currently available to us.
Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "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; global supply chain disruptions; actions taken by third-party operators, processors, transporters and gatherers; changes in expected production from Southwestern 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; the price and availability of debt and equity financing; restrictions in our existing and any future credit facilities and indentures; the effectiveness of the Company's 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; 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 of 2022; changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to climate change and greenhouse gas emissions; 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; the qualification of the spin-off of DT Midstream from DTE Energy ("the Spin-Off") as a tax-free distribution; the allocation of tax attributes from DTE Energy in accordance with the agreement that governs the respective rights, responsibilities and obligations of DTE Energy and DT Midstream after the Spin-Off with respect to all tax matters; and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022 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, 2022, 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.
2
DT Midstream Investment Thesis
Clean assets, clean balance sheet, clean story
Integrated and well-positioned assets
Haynesville / Appalachia dry gas focus
Assets providing wellhead to market service
Directly serving growing LNG export demand
Highly contracted cash flows
Long-term take-or-pay contracts
Committed to a durable and growing dividend
No direct commodity exposure
Strong balance sheet with low leverage
Self-funded investment program
No significant near-term debt maturities
Low and declining leverage
Mature environmental, social and governance leadership
Executing on energy transition projects
Committed to 30% emissions reduction by 2030 and net zero by 2050
3
DT Midstream Asset Footprint
Integrated platform in the leading dry gas basins serving growing domestic and LNG demand
Pipelines connect world-class basins to high-quality markets
~900 miles of FERC-regulated interstate pipelines that have interconnections with multiple interstate pipelines and LDCs
Gas storage assets with 94 Bcf of capacity
~600 miles of intrastate and lateral pipelines
DTM assets currently provide ~2.3 Bcf/d of access to LNG export terminals
Gathering assets serve the most prolific dry-gas basins in North America
Dry gas gathering assets serving growing gas production in the premier, low-cost production areas of the Marcellus / Utica and Haynesville
~700 miles of pipe, 106 compressor units with 215,000 horsepower and ~2.2 Bcf/d of treating capacity
4
Consistent track record of growth through commodity cycles
DTM has highly contracted cash flows and no direct commodity exposure
Historical Adjusted EBITDA1 growth
(millions)
+20% CAGR
$841
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Natural gas price down cycle
Natural gas price down cycle
1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) included in the appendix; years prior to 2022 exclude proportional interest from equity method investees
5
Significant LNG Export Demand Growth Expected Over the Next Decade
~11 Bcf/d of Louisiana Gulf Coast area LNG export growth through 20331
US LNG export capacity
(bcf/d)
32
28
24
20
16
12
8
4
0
+16 Bcf/d
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Sabine Pass
Cameron
Calcasieu Pass
Golden Pass
Plaquemines
Delfin
Port Arthur
Cove Point
Corpus Christi
Freeport
Rio Grande
Elba Island
1. Represents growth from annual average level in 2023
Source: Wood Mackenzie North America Gas Investment Horizon Outlook - October 2023
6
Strong Long-term Production Outlook in Both Basins
Haynesville and Appalachia production is expected to experience significant growth over the next decade
Historical production
(bcf/d) Haynesville Appalachia
60
50
40
30
20
10
0
2018
2019
2020
2021
2022
2023
DUC inventory1
Haynesville
415
663
751
Appalachia
666
875
747
Production forecast
(bcf/d) Haynesville Appalachia
+18 bcf/d
49
15
34
2023
67
27
40
2033
1. Drilled but uncompleted (DUC) wells data reflects year end inventory. Data through October 2023
Sources: EIA, S and P Global Commodity Insights, and Wood Mackenzie North America Gas Investment Horizon Outlook - October 2023
7
Capital Allocation Approach
Preserve balance sheet strength
Deleveraging into mid-3x's (proportional) / low 3x's (on-balance sheet) over the 5-year period
Committed to long-term 4x leverage ratio ceiling
Durable and growing dividend
+15% dividend increase since the Spin-Off
2.4x dividend coverage, with financial policy of a 2x coverage ratio floor
Invest in accretive organic growth projects
Deploy capital at attractive 5-8x build multiples1
Strong organic growth project backlog
Maintain financial flexibility
Strong value creation optionality to pursue the most accretive use of excess cash flow (i.e., growth investments, increased dividend, share buybacks, and/or debt reduction)
1. New project build multiples differ based on business segments (i.e., pipeline vs gathering)
8
2023-2027 Overall Growth Capital Outlook
Opportunity for excess free cash flow allocation in 2024
2023-2027 capital outlook
(Growth capex) Committed capital
~$0.8 billion committed capital in 2023/2024
$700 - $750 million1
2023 guidance
2024
Additional organic growth opportunities.
$1.7 - $2.2 billion
2023 - 2027 guidance
Committed to preserving balance sheet strength and achieving an investment grade credit rating
Investments in 2024 will be funded via cash flow after dividends
Excess cash flow in 2024 will likely be deployed towards debt reduction if additional growth opportunities do not reach a final investment decisions
Expect to end 2024 with an on-balance sheet leverage ratio of 3.6x or lower
Proportional leverage ratio2 of 4.0x or lower
1. DTM's investment in 2023 is net of a ~$60 million customer contribution
2. Leverage ratio is inclusive of proportional debt at our joint venture equity method investees
9
Strong Organic Opportunities Across Our Existing Footprint
Asset
2023-2027 commercial focus
Overview
Pipeline
LEAP
Active discussions for expansions up to ~3 Bcf/d
Connecting growing Haynesville supply with growing LNG demand
Stonewall
Active discussions with existing and new customers for expansion opportunities
Providing incremental Appalachia pipeline takeaway to East Coast LNG and Gulf Coast markets
NEXUS
Generation Pipeline interconnection
New supply connections; hydraulic optimization
Providing Ohio utility and industrial corridor access to NEXUS supply
Millennium
Recently completed open season for potential expansion opportunity
Enabling additional supply into New York and New England markets through compression expansion
Gathering
Blue Union
Active discussions for gathering and treating expansion opportunities
Serving growing production from existing customers; step out expansions to connect new customers
Appalachia Gathering
Active discussions for further expansion
Serving growing production from existing customers
Ohio Utica
Initial buildout of new trunkline and gathering network
Emerging resource development in Ohio Utica
Tioga
Active discussions regarding full-scale development
Supporting new drilling activity in undeveloped acreage
Energy Transition
Carbon Capture and Sequestration
Continue to advance Louisiana CCS opportunity towards final investment decision
New project development
Permanently sequestering CO2 from DTM treating assets; supported by 45Q tax credit
Leveraging strong expertise to advance CCS in new regions
Hydrogen
Advance hydrogen hub project concepts
Work with strategic partner to identify and advance development opportunities
Commercializing hydrogen transportation, storage and production
10
Growth Investment Summary
Projects are on schedule and on budget
Contracted growth investments
Project
In-service date(s)
Pipeline
Haynesville LEAP pipeline expansion Phase 1
In-service
Haynesville LEAP pipeline expansion Phase 2
Mechanically complete
Haynesville LEAP pipeline expansion Phase 3
Q3 2024
Haynesville LEAP Gillis Access interconnect
Q2 2024
Gathering
Appalachia Gathering System expansion Phase 2
Q4 2023
Haynesville Blue Union expansion
Q3 2022 Q1 2024
Ohio Utica System
Q1 2024
Haynesville Blue Union Carthage area connection
Q2 2024
Key project updates
LEAP Phase 2 expansion mechanically complete; ready for in-service on January 1, 2024
LEAP Phase 3 pipeline crossings complete
Ohio Utica System trunkline construction completed
Appalachia Gathering and Blue Union expansions are all on schedule
Ohio Utica System
11
Ohio Utica System Initial Trunkline Construction Completed
Overall construction progressing ahead of schedule
Emerging associated gas resource development area
Initial gathering backbone buildout of >200 MMcf/d capacity
Expected DTM investment1 of ~$100 million for 2023-2024
~5x build multiple at full run-rate
Trunkline construction completed in December 2023; compression expected Q1 2024
Customer is a large-cap investment-grade producer that has an advantaged cost structure via sizeable minerals ownership within ~430k total net acres
Strong commercial structure
Long-term contract, dedication, and minimum volume commitment that protects project economics
Volume expected to ramp over 18 to 24 months
Opportunity for significant future development
Potential large-scale, multi-year natural gas gathering buildout
Integration with DTM downstream assets (e.g., NEXUS, Vector, and W10 Storage), providing access to premium markets
1. DTM's investment is net of customer contribution
12
Phase 2 LEAP Expansion Mechanically Complete Early
Capacity available for firm service starting January 1, 2024
Phase 3 LEAP expansion on-track and on-budget to increase capacity from 1.7 Bcf/d to 1.9 Bcf/d
All pipeline crossings completed
Project includes a combination of looping and compression
Expansion is underpinned by a take-or-pay contract
In active discussions for additional expansions
Capital efficient, lower-risk expansions provide timely access to growing LNG demand
LEAP can be further expanded up to ~3 Bcf/d
Haynesville / Louisiana Gulf Coast
DTM assets
DTM treating plants
Blue Union expansion build
Electric compression
LNG facilities
Operational
Under development
Contracted LEAP capacity (Bcf/d)
Original
1.0
Phase 1 expansion
0.3
Phase 2 expansion
0.4
Phase 3 expansion
0.2
Total
1.9
Full expansion opportunity
3.0
In-service
Aug. 2023
Jan. 2024
Q3 2024
13
DTM Assets are Strategically Located to Support Growing Demand
LEAP is directly interconnected to ~6 Bcf/d of incremental new LNG export demand growth
1
2
Adding new supply and demand connectivity to Haynesville system to support LNG demand wave
1 New 400 MMcf/d supply interconnect with 3rd-party processing plant in Carthage area on Blue Union; in-service date of Q2 2024
2 Building new 1 Bcf/d interconnect with Gillis Access project on LEAP; in-service date of Q2 2024
Increasing LEAP's market interconnections by ~40%
LEAP interconnects
Capacity (Bcf/d)
LNG facility / market
Transco
0.5
Louisiana Industrial / LNG corridor
Cameron
0.25
Cameron LNG
Creole Trail
1.0
Sabine Pass LNG
Texas Eastern
0.75
Calcasieu Pass LNG
Targa
0.1
Industrial
Total
2.6 Bcf/d
TC Energy Gillis Access (Q2 2024)
1.0
Louisiana Industrial / LNG corridor
Total future
3.6 Bcf/d
14
Louisiana Carbon Capture and Sequestration
Advancing our energy transition platform
Louisiana CCS project area
DTM assets
Operating DTM treating plants
DTM treating plant under construction
Utilizing CO2 from DTM owned treating facilities
Leveraging our strong expertise and integrated asset platform
Project scope includes capture equipment, a new CO2 pipeline and storage development
Targeting geological storage formation within 30-40 miles of DTM's treating plants and capacity of over 1 million metric tons per annum
Class VI application review is proceeding as planned
Dual benefit of attractive organic growth and meaningful emissions reduction
Economics are fully supported by 45Q tax credit
Supports carbon neutral "wellhead to water" service offering on LEAP
Reduces DTM emissions in pursuit of net zero by 2050
Project Timeline
Class VI well permit application filed
Q4 2022
Class V test well permit application filed
Q2 2023
Drill Class V well
Q1 2024
Final investment decision
1H 2024
Expected Class VI well permit approval
Q4 2024
Expected project in-service
Q4 2025
15
Committed to a Leading ESG Program
Environmental
Continuing to advance CCS opportunity in Louisiana
Advancing hydrogen development opportunities with strategic partnership and participation in hydrogen hub initiatives
Social
Established $4 million charitable fund for community investment
Implemented talent management program that seeks diverse and creative talent
Continue to strengthen safety standards and protocols based on industry best practices
Governance
Independent and diverse board
Long-term incentive plans tied to total shareholder return
Board committee focused on ESG
The use by DT Midstream of any MSCI ESG Research LLC or its affiliates ("MSCI") data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of DT Midstream by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided 'as-is' and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
16
Committed to Strong Governance Practices
Best-in-class governance practices
Structured as C-Corp with separate CEO and Chairman
Long-term incentive plans tied to total shareholder return targets
Board committee focused on ESG initiatives
Broad range of experience and diversity
Board diversity
~71% independent
~43% gender or racially diverse
DT Midstream Board Composition
Robert Skaggs, Jr.
Chairman
Stephen Baker
Lead Independent Director
Angela Archon
Director
David Slater
President and CEO
Peter Tumminello
Director
Elaine Pickle
Director
Dwayne Wilson
Director
17
Executing on our plan to be net zero by 2050
Our approach
Utilize existing technologies to actively reduce emissions from operations including
Electric compression
Methane monitoring and reduction equipment
Renewable natural gas connections
Develop low carbon commercial projects that offer the dual benefit of reducing our emissions
Carbon capture and sequestration
Hydrogen
Key initiatives
Announced first-of-its-kind "wellhead to water" carbon neutral expansion of our Haynesville assets
Filed Class VI well permit application for our Louisiana carbon capture and sequestration (CCS) project
Formed a strategic partnership with Mitsubishi Power to develop hydrogen infrastructure projects
Installed Project Canary methane monitoring services and joined Cheniere's Quantify, Monitor, Report and Verify (QMRV) program to assess GHG emissions
Joined ONE Future to assist industry efforts to reduce methane emissions
January 2021
Announced net zero by 2050 goal
30% emissions reduction goal by 2030
Net zero by 2050
18
Focused on Impactful Sustainability Initiatives
2023 Corporate Sustainability Report Highlights
MSCI upgraded DTM to the second highest ESG rating of "AA"
Reduced year-over-year employee safety incident rate by 43%
Doubled the percentage of ethnically diverse leadership
Increased workforce diversity by 44%
Created Chief Diversity Officer role to champion diversity initiatives
2,752 volunteer hours logged by employees to support local communities
Sustainability and Climate Risks integrated into Enterprise Risk Management
99% compressor availability delivers best in class customer service
Link to full report: Corporate Sustainability Report 2023
19
Appendix DT Midstream
2023/2024 Guidance Summary
(millions, except EPS)
Current guidance
2023
Adjusted EBITDA1
$905 - $925
Operating Earnings2
$340 - $356
Operating EPS2
$3.50 - $3.66
Distributable Cash Flow3
$650 - $675
Capital Expenditures4
$730 - $790
Growth Capital4
$700 - $750
Maintenance Capital
$30 - $40
2024
Adjusted EBITDA (early outlook)
$920 - $970
1. Definition and reconciliation of Adjusted EBITDA (non-GAAP) to net income included in the appendix
2. Definition and reconciliation of Operating Earnings and Operating Earnings per Share (non-GAAP) to reported earnings included in this appendix; EPS calculation based on average share count of approximately 97 million shares outstanding - diluted
3. Definition and reconciliation of Distributable Cash Flow (non-GAAP) included in the appendix
4. Includes contribution to equity method investees; guidance range is net of a ~$60 million customer contribution
21
Non-GAAP Definitions
Adjusted EBITDA and Distributable Cash Flow (DCF) are non-GAAP measures
Adjusted EBITDA is defined as GAAP net income attributable to DT Midstream before expenses for interest, taxes, depreciation and amortization, 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 2023 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.
22
Non-GAAP Definitions
Operating Earnings and Operating Earnings per share are non-GAAP measures
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.
23
Non-GAAP Reconciliations
Reconciliation of net income attributable to DT Midstream to Adjusted EBITDA
(millions)
2022
Net income attributable to DT Midstream
$370
Plus: Interest expense
137
Plus: Income tax expense
100
Plus: Depreciation and amortization
170
Plus: Loss from financing activities
13
Plus: EBITDA from equity method investees1
217
Plus: Adjustments for non-routine items2
(10)
Less: Interest income
(3)
Less: Earnings from equity method investees
(150)
Less: Depreciation and amortization attributable to noncontrolling interests
(3)
Adjusted EBITDA
$841
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 equity method investees to EBITDA from equity method investees follows:
2022
Earnings from equity method investees
$150
Plus: Depreciation and amortization from equity method investees
56
Plus: Interest expense attributable to equity method investees
11
EBTDA from equity method investees
$217
2. Adjusted EBITDA calculation excludes certain items we consider non-routine. For the year ended December 31, 2022, adjustments for non-routine items include a $17 million gain on sale of certain assets in the Utica shale region, partially offset by an equity method investee goodwill impairment of $7 million.
24
v3.23.3
Cover
|
Dec. 06, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 06, 2023
|
Entity File Number |
1-40392
|
Entity Registrant Name |
DT Midstream, Inc.
|
Entity Central Index Key |
0001842022
|
Entity Tax Identification Number |
38-2663964
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
500 Woodward Ave
|
Entity Address, Address Line Two |
Suite 2900
|
Entity Address, City or Town |
Detroit
|
Entity Address, State or Province |
MI
|
Entity Address, Postal Zip Code |
48226-1279
|
City Area Code |
(313)
|
Local Phone Number |
402-8532
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
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DT Midstream (NYSE:DTM)
過去 株価チャート
から 8 2024 まで 9 2024
DT Midstream (NYSE:DTM)
過去 株価チャート
から 9 2023 まで 9 2024