DTM

New in FY2025

• Alternative fuel sources such as coal, fuel oils, or nuclear energy, as well as technological advances and renewable sources of energy, could reduce demand for natural gas in our markets and have an adverse effect on our business.
• Expand Energy accounted for approximately 45% of our operating revenues for the year ended December 31, 2025.
• Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many operational hazards, including (i) damage to pipelines, facilities, equipment, environmental controls and surrounding properties, including damage resulting from landslide and ground movement slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs or production curtailments due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.
• Failure to successfully complete or realize the projected benefits of acquisitions, divestitures, and other strategic transactions may adversely affect our future results.
• From time to time, the Company may undertake strategic transactions.
• The success of acquisitions and other transactions, depends in part on the Company’s ability to successfully complete and realize the anticipated benefits of such transactions.
• The Company’s ability to meet our objectives with respect to acquisitions, divestitures, and other strategic transactions may depend, as applicable, on our ability to identify suitable acquisition targets, buyers or counterparties; negotiate favorable financial and other contractual terms; obtain all necessary regulatory approvals on the terms expected; and complete those transactions.
• In addition, difficulties in integrating businesses and/or employees may result in the failure to realize anticipated results, benefits, and synergies in the expected timeframes, in operational challenges, and in the diversion of management’s attention from ongoing business concerns, as well as in unforeseen expenses associated with the transactions, which may have an adverse impact on our financial condition and results of operations.
• Expansion projects that are expected to be accretive, may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.
• We regularly review our portfolio of businesses and pursue growth through expansion that we expect to be accretive to our distributive cash flow, improve our business profile, and add to the backlog of future growth opportunities.
• However, even if we complete expansion projects that we believe will be accretive, these expansion projects may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.
• Any expansion project involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when undertaking expansion projects for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new service areas or new geographic areas.
• The approval process for storage and transportation projects located in the Northeast has become increasingly challenging, as such projects in this region tend to face heightened opposition and permitting scrutiny.
• In addition, FERC has periodically considered to, and could in the future revisit, its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change.
• As of December 31, 2025, we had outstanding approximately $3.35 billion of senior notes and no borrowings under our Revolving Credit Facility.
• We are unable to predict changes in interest rates which are affected by factors beyond our control.
• Upon the occurrence of the Investment Grade Event, certain negative covenants in our existing senior notes were terminated and the negative covenants in our Revolving Credit Facility were automatically amended to create additional flexibility for DT Midstream and its subsidiaries such that (i) the indebtedness negative covenant remains applicable solely to restrict DT Midstream’s restricted subsidiaries, (ii) the former restriction related to prepayments of junior indebtedness has fallen away, and (iii) the remaining negative covenants, including those related to liens, mergers, consolidations, liquidations or dissolutions, sales, transfers or other dispositions, investments, acquisitions, loans or advances, dividends and distributions or repurchases of capital stock, entering into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream, and transactions with affiliates, were amended automatically to provide for flexibility customary for investment grade companies.
• Rising inflation in the future could have an adverse impact on our operating and capital costs, which have historically increased with the market during inflationary periods and may continue to increase as a result of inflationary impacts on product costs, labor rates, and domestic transportation.
• We may not be able to fully offset these inflation increases by raising prices for our services, which could materially adversely affect our business, financial condition and results of operations.
• If our intangible assets, goodwill, property, plant and/or equipment become impaired, we may be required to record a charge to earnings.
• Our intangible assets, goodwill, property, plant, and equipment are also reviewed whenever events or circumstances indicate that the carrying value of these assets may not be recoverable.
• If the carrying value of any of our intangible assets, goodwill, property, plant, and/or equipment is determined to be not recoverable, we may take a non-cash impairment charge, which could materially adversely affect our business, financial condition and results of operations.
• These completed, ongoing or proposed studies on the environmental aspects of hydraulic fracturing, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing or other regulatory mechanisms aimed at imposing more stringent requirements on hydraulic fracturing.
• Certain state and U.S. federal regulatory agencies have focused on, or are focused on a possible connection between hydraulic fracturing-related activities and the increased occurrence of seismic activity.
• Army Corps of Engineers published a proposal to reissue multiple nationwide permits, including NWP 12, but a final rule reissuing NWP 12 has not yet been published.
• If key provisions of the Waste Prevention Rule or similar restrictions become effective, they could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals.
• While the prior presidential administration had placed a temporary pause on the authorization of new LNG terminals, impacting LNG projects in various stages of planning and review, the current presidential administration has lifted this pause and the Department of Energy has been directed to review LNG export applications as expeditiously as possible.
• Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that seek to reduce GHGs emissions and the EPA, based on its findings that emissions of GHGs cause, or contribute to, air pollution which may reasonably be anticipated to endanger public health or welfare, has adopted regulations under existing provisions of the U.S. federal Clean Air Act that, among other things, restrict emissions of GHGs and require the monitoring and reporting of GHG emissions from specified onshore and offshore production sources and onshore treating sources in the U.S. on an annual basis.
• 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.
• Department of Transportation, through PHMSA, has adopted regulations requiring pipeline operators to comply with a number of operational and maintenance requirements, including to continuously survey pipeline assets, conduct leakage surveys, and repair certain conditions.
• Additionally, these requirements require operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in an HCA.
• PHMSA regulations also require assessment and repairs outside of HCAs in MCAs.
• Certain portions of our systems, particularly our DTM Interstate Transportation, Northern Michigan, and storage assets, have been in operation for many years, with some portions being more than 50 years old.
• We published our fourth annual Corporate Sustainability Report in 2025, which detailed how we seek to manage our operations responsibly and ethically, as well as strategies and goals associated with reducing our environmental impact.
• We believe providing disclosure on these topics in our Corporate Sustainability Report increases our transparency to our stakeholders and complements the disclosures regarding our contributions to sustainable development in this Form 10-K.
• On November 7, 2024, the DHS's Transportation Security Administration issued a notice of proposed rulemaking seeking to impose cybersecurity requirements on certain pipeline facilities entitled "Enhancing Surface Cyber Risk Management." The Transportation Security Administration has not provided a timeframe for issuance of a final rule and the rulemaking has been classified as a long-term action in DHS’s regulatory agenda.
• New data privacy and cybersecurity laws add additional complexity, requirements, restrictions and potential legal risk, and compliance programs may require additional investment in resources, and could impact strategies and availability of previously useful data.
• Cyberattacks are becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering, AI-powered attacks, and other attempts to gain unauthorized access to data for purposes of extortion or malfeasance.

Gone since FY2024

• Alternative fuel sources such as electricity, coal, fuel oils, or nuclear energy, as well as technological advances and renewable sources of energy, could reduce demand for natural gas in our markets and have an adverse effect on our business.
• Expand Energy accounted for approximately 56% of our operating revenues for the year ended December 31, 2024.
• Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many operational hazards, including (i) damage to pipelines, facilities, equipment, environmental controls and surrounding properties, including damage resulting from landslide and ground movement slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.
• Failure to successfully combine our business with the assets acquired in the Midwest Pipeline Acquisition, or an inaccurate estimate by us of the benefits to be realized from the Midwest Pipeline Acquisition, may adversely affect our future results.
• On December 31, 2024, we closed our transaction with ONEOK pursuant to which DT Midstream acquired 100% of the equity interests of Guardian, Midwestern and Viking.
• The Midwest Pipeline Acquisition involves potential risks, including: • failure to attract and retain skilled professional and technical employees could adversely affect operations; • the failure to realize expected profitability, growth or accretion; • environmental or regulatory compliance matters or liabilities; • title or permit issues; • uncertainty associated with future rate-making proceedings with FERC; • the diversion of management’s attention; • the incurrence of substantial maintenance capital or other expenses; • the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and • the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
• The expected benefits from the Midwest Pipeline Acquisition may not be realized if our estimates of the potential revenues associated with the interests acquired by us in the Midwest Pipeline Acquisition are materially inaccurate or if we failed to identify operating problems or liabilities associated with the underlying pipeline systems prior to closing.
• The accuracy of our estimates of the potential cash flows generated by the acquired assets is inherently uncertain.
• Although we conducted due diligence in connection with the Midwest Pipeline Acquisition, DT Midstream cannot assure investors that this diligence surfaced all material issues that may arise as a result of the Midwest Pipeline Acquisition.
• Additionally, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
• If problems are identified in the future, the purchase agreement for the Midwest Pipeline Acquisition provides for limited recourse against the seller.
• If any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits of the Midwest Pipeline Acquisition may not be fully realized, if at all, and our future financial performance, results of operations and cash available for distribution could be negatively impacted.
• Expansion projects or acquisitions that are expected to be accretive, including our Midwest Pipeline Acquisition, may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.
• We regularly review our portfolio of businesses and pursue growth through expansions and acquisitions that we expect to be accretive, and we believe the Midwest Pipeline Acquisition will be accretive to our distributive cash flow, improve our business profile, and add to the backlog of future growth opportunities.
• However, even if we complete expansion projects or acquisitions that we believe will be accretive, these expansion projects or acquisitions may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.
• Any expansion project or acquisition involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when making acquisitions for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build or acquire; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new service areas or new geographic areas.
• The approval process for storage and transportation projects located in the Northeast has become increasingly challenging, due in part to state and local concerns related to unregulated exploration and production and gathering activities in new production areas, including the Marcellus/Utica formations.
• In addition, FERC could modify its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change.
• As of December 31, 2024, we had outstanding approximately $2.1 billion of senior notes, $1.25 billion of senior secured notes and $150 million of borrowings under our Revolving Credit Facility.
• From early 2022 through late 2023, in response to growing signs of inflation, the Federal Reserve increased interest rates rapidly.
• Although the Federal Reserve reduced the federal funds rate in late 2024, we are unable to predict changes in interest rates which are affected by factors beyond our control.
• Additionally, we have recently entered into amendments to our Revolving Credit Facility that, among other things, permitted us to incur certain customary bridge loans, extended the maturity date and implemented customary "limited condition transactions provisions", enabling us to enter into future acquisitions and other transactions with the conditionality to the consummation thereof subject only to customary "SunGard" conditions, which provide additional financing certainty and reduce the number of conditions required.
• Rising inflation in the future could have an adverse impact on our operating costs, which have historically increased with the market during inflationary periods and may continue to increase as a result of inflationary impacts on product costs, labor rates, and domestic transportation.
• We may not be able to fully offset these inflation increases by raising prices for our services, which could result in downward pressure on our results of operations.
• If our intangible assets or goodwill become impaired, we may be required to record a charge to earnings.
• Our intangible assets and goodwill are also reviewed whenever events or circumstances indicate that the carrying value of these assets may not be recoverable.
• If the carrying value of any of our intangible assets or goodwill is determined to be not recoverable, we may take a non-cash impairment charge, which could materially adversely affect our business, financial condition and results of operations.
• These completed, ongoing or proposed studies on the environmental aspects of hydraulic fracturing, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing or other regulatory mechanisms.
• Certain state and U.S. federal regulatory agencies are also focused on a possible connection between hydraulic fracturing-related activities and the increased occurrence of seismic activity.
• While a new version might be proposed in early 2025, the position of the new presidential administration is not yet clear.
• For example, an Executive Order was issued on January 27, 2021 ("Tackling the Climate Crisis at Home and Abroad") that included provisions directing the Secretary of the Interior to pause approval of new oil and natural gas leases on public lands pending completion of a comprehensive review and reconsideration of U.S. federal oil and gas permitting and leasing practices and directing the heads of U.S. federal agencies to take steps to ensure that, to the extent consistent with applicable law, federal funding is not directly subsidizing fossil fuels.
• Over the past four years, the Department of the Interior has issued various regulations, with portions implementing the provisions of the Inflation Reduction Act pertaining to oil and gas leasing.
• These regulations include the so-called Waste Prevention Rule, which would strictly limit releases of methane from oil and gas drilling on public lands.
• This could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals.
• The new presidential administration may return to a robust oil and gas leasing program and re-visit the Waste Prevention Rule as well as a number of other rules that may impact our customers.
• While the prior presidential administration had placed a temporary pause on the authorization of new LNG terminals, impacting LNG projects in various stages of planning and review, the new presidential administration has lifted this pause and the Department of Energy has been directed to review LNG export applications as expeditiously as possible.
• Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that seek to reduce GHGs emissions and the EPA, based on its findings that emissions of GHGs present a danger to public health and the environment, has adopted regulations under existing provisions of the U.S. federal Clean Air Act that, among other things, restrict emissions of GHGs and require the monitoring and reporting of GHG emissions from specified onshore and offshore production sources and onshore treating sources in the U.S. on an annual basis.
• FERC is currently considering modifications to its long-standing Certificate Policy Statement that currently governs its granting of certificate authority for the construction of proposed interstate natural gas infrastructure, whether new or expanded.
• 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.

and 9 more.