UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

Title of Each Class

Trading ~~Symbol(s)~~Symbol

Name of Exchange on which Registered

Common stock, par value $0.01

DTM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ☐

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

Number of shares of common stock outstanding at ~~September 30, 2021:~~March 31, 2022:


Description						Shares
Common stock, par value $0.01						~~96,732,466~~96,734,024

Unless the context otherwise requires, references to "we," "us," "our," ~~"Registrant",~~"Registrant," or the "Company" and words of similar ~~import~~importance refer to DT Midstream and, unless otherwise specified, its consolidated subsidiaries and its unconsolidated joint ventures. As used in this Form 10-Q, the terms and definitions below have the following meanings:


~~AGS~~Antero						Antero Resources Corporation and/or its affiliates

Appalachia Gathering System ~~a natural~~						A 137-mile pipeline delivering Marcellus shale gas ~~asset located in Pennsylvania~~to the Texas Eastern Pipeline and ~~West Virginia, which DT Midstream owns 100%~~Stonewall Gas Gathering

ASU						Accounting Standards Update issued by the FASB

Bcf						Billion cubic feet of natural gas

Blue Union						Blue Union Gathering System, a ~~349-mile~~358-mile gathering system delivering shale gas production from the Haynesville formation of Louisiana to markets in the Gulf Coast region

Bluestone						Bluestone Gathering Lateral Pipeline, a 65-mile lateral pipeline gathering Marcellus shale gas to the Millennium Pipeline and the Tennessee Pipeline

~~BTU~~Columbia Pipeline						~~British thermal unit, heat value (energy content) of fuel~~Columbia Gas Transmission, LLC, owned by TC Energy Corporation

COVID-19						Coronavirus disease of 2019

Distribution						Pro rata distribution to DTE Energy shareholders of all of the outstanding common stock of DT Midstream upon the Separation

DT Midstream						DT Midstream, Inc., formerly known as DTE Gas Enterprises, LLC, and its consolidated subsidiaries

DTE Energy						DTE Energy Company, the consolidating entity of DT Midstream prior to the Separation


FASB						Financial Accounting Standards Board

FERC						Federal Energy Regulatory Commission

GAAP						Generally Accepted Accounting Principles in the United States

Generation Pipeline						~~Generation Pipeline, a~~A 25-mile intrastate pipeline located in northern Ohio and owned by NEXUS

Haynesville system						System is comprised of LEAP, Blue Union and associated facilities

LEAP						Louisiana Energy Access Project gathering lateral pipeline, a 155-mile pipeline gathering Haynesville shale gas ~~production from the Haynesville formation of Louisiana~~ to markets in the Gulf Coast region

LIBOR						London Inter-Bank Offered Rates

Millennium Pipeline						A 263-mile interstate pipeline and compression facilities owned by Millennium Pipeline Company, LLC serving markets in the ~~Northeast~~northeast Marcellus region, in which DT Midstream owns an approximate 26% interest

~~MMBtu~~						~~One million BTU~~

NYSE						New York Stock Exchange

NEXUS						NEXUS Gas Transmission, LLC, a joint venture which owns (i) a 256-mile interstate pipeline and three compression facilities transporting Utica and Marcellus shale gas to Ohio, Michigan and Ontario market centers and ~~owns~~(ii) Generation Pipeline, in which DT Midstream owns a 50% interest

SEC						U.S. Securities and Exchange Commission

~~SGG~~						~~Stonewall Gas Gathering Lateral Pipeline, a 68-mile gas gathering pipeline located in West Virginia, in which DT Midstream owns an 85% interest~~

Separation						The separation or ~~"Spin-Off"~~Spin-Off of DT Midstream from DTE Energy, effective July 1, 2021

South Romeo						South Romeo Gas Storage Corporation, a joint venture which owns the Washington 28 Storage Complex, in which DT Midstream owns a 50% interest and is the operator

Southwestern						Southwestern Energy Company and/or its affiliates (including Indigo Minerals, LLC)

Stonewall Gas Gathering						Stonewall Gas Gathering Lateral Pipeline, a 68-mile pipeline in which DT Midstream owns an 85% interest, gathering gas from Appalachia Gathering System for delivery to the Columbia Pipeline

Susquehanna Gathering System						A 198-mile pipeline delivering Marcellus shale gas production to Bluestone

Tax Matters Agreement						The agreement that governs the respective rights, responsibilities and obligations of DTE Energy and DT Midstream after the Separation with respect to all tax matters



Tennessee Pipeline						Tennessee Gas Pipeline Company, LLC, owned by Kinder Morgan, Inc.

Texas Eastern Pipeline						Texas Eastern Transmission, LP, owned by Enbridge Inc.

Topic 606						FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended

U.S.						Unites States of America

USD						United States Dollar ($)

Vector Pipeline						A 348-mile interstate pipeline and five compression facilities connecting Illinois, Michigan, and Ontario market centers, in which DT Midstream owns a 40% interest

VIE						Variable Interest Entity

This Form 10-Q should be read in its entirety. This Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements ~~as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018~~ and with ~~the~~ Management's Discussion and Analysis included in ~~the~~ DT ~~Midstream Registration Statement~~Midstream's 2021 Annual Report on Form ~~10 (File No. 001-40392) as filed with the SEC on May 26, 2021.~~10-K.

FORWARD-LOOKING STATEMENTS

Certain information presented herein includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of DT Midstream. Words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," ~~"confident"~~"confident," and other words of similar meaning in connection with a discussion of future operating or financial performance may signify 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:

•risks related to the Separation, including dependence on DTE Energy and the risk that transition services provided by DTE Energy could adversely affect our business and that the transaction may not achieve some or all of the anticipated benefits;

•changes in general economic conditions;

•competitive conditions in our industry;

•global supply chain disruptions;

•actions taken by third-party operators, processors, transporters and gatherers;

•changes in expected production from Southwestern, ~~Energy Company and/or its affiliates (including Indigo Minerals, LLC),~~ Antero ~~Resources Corporation and/or its affiliates~~ 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;

•competition from the same and alternative energy sources;

•our ability to successfully implement our business plan;

•our ability to complete organic growth projects on time and on budget;

•our ability to complete acquisitions;

•the price and availability of debt and equity financing;

•restrictions in our existing and any future credit ~~facilities;~~facilities and indentures;

•energy efficiency and technology trends;

•changing laws regarding cyber security and data privacy and any cyber security threat or event;

•operating hazards, environmental risks and other risks incidental to gathering, storing and transporting natural gas;

•changes in environmental laws, regulations or enforcement policies, including laws and regulations relating to climate change and greenhouse gas emissions;

•natural disasters, adverse weather conditions, casualty losses and other matters beyond our control;

•the impact of outbreaks of illnesses, epidemics and pandemics, including the COVID-19 pandemic and the economic effects of the pandemic;

•~~interest rates;~~the ongoing conflict between Ukraine and Russia;

•the impact of inflation on our business;

•large customer defaults;

•changes in tax status, as well as changes in tax rates and regulations;

•intent to develop low carbon business opportunities and deploy greenhouse gas reducing technologies;

•the effects of existing and future laws and governmental regulations;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices;

•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 ~~outcome of property tax assessment appeals;~~

•~~the~~ qualification of the Separation as a tax-free Distribution;

•the allocation of tax attributes from DTE Energy in accordance with the Tax Matters Agreement; and

•our ability to achieve the benefits that we expect to achieve as an independent publicly traded ~~company; and~~

•~~our dependence on DTE Energy to provide us with certain services following the Separation.~~company.

The above list of factors is not exhaustive. New factors emerge from time to time. DT Midstream cannot predict what factors may arise or how such factors may cause actual results to vary materially from those stated in 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.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations

~~See Notes to Consolidated Financial Statements (Unaudited)~~

~~DT Midstream, Inc.~~

~~Consolidated Statements of Comprehensive Income~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Net Income $ 77 $ 105 $ 229 $ 252
Foreign currency translation and unrealized gain on derivatives, net of tax — 1 1 1
Other Comprehensive Income — 1 1 1
Comprehensive Income 77 106 230 253
Less: Comprehensive Income Attributable to Noncontrolling Interests 3 4 9 9
Comprehensive Income Attributable to DT Midstream $ 74 $ 102 $ 221 $ 244

See Notes to Consolidated Financial Statements (Unaudited)

Consolidated Statements of ~~Financial Position~~Comprehensive Income

September 30, December 31,
2021 2020
(millions)
ASSETS
Current Assets
Cash and cash equivalents $ 128 $ 42
Accounts receivable (net of no allowance for expected credit loss for each period end)
Third party 146 123
Related party — 3
Notes receivable
Due from DTE Energy — 263
Third party 5 11
Related party 4 —
Deferred property taxes 6 24
Other 21 17
310 483
Investments
Investments in equity method investees 1,687 1,691
Property
Property, plant, and equipment 4,075 3,981
Accumulated depreciation (592) (511)
3,483 3,470
Other Assets
Goodwill 473 473
Long-term notes receivable
Third party 4 15
Related party — 4
Operating lease right-of-use assets 41 45
Customer relationships and other intangible assets, net 2,097 2,140
Other 32 21
2,647 2,698
Total Assets $ 8,127 $ 8,342


	Three Months Ended
	March 31,
	2022		2021
	(millions)
Net Income	$	84	$	81
Foreign currency translation and unrealized gain on derivatives, net of tax	—		1
Other Comprehensive Income	—		1
Comprehensive Income	84		82
Less: Comprehensive Income Attributable to Noncontrolling Interests	3		3
Comprehensive Income Attributable to DT Midstream	$	81	$	79

See Notes to Consolidated Financial Statements (Unaudited)

Consolidated Statements of Financial Position


	March 31,		December 31,

	2022		2021
	(millions)
ASSETS
Current Assets
Cash and cash equivalents	$	281	$	132
Accounts receivable (net of $— allowance for expected credit loss for each period end)
Third party	119		169
Notes receivable
Third party	5		5
Related party	—		4
Deferred property taxes	19		25
Other	18		25
	442		360
Investments
Investments in equity method investees	1,679		1,691

Property
Property, plant, and equipment	4,129		4,109
Accumulated depreciation	(647)		(619)
	3,482		3,490
Other Assets
Goodwill	473		473
Long-term notes receivable
Third party	1		2
Related party	4		—
Operating lease right-of-use assets	32		36
Intangible assets, net	2,068		2,082
Other	30		32
	2,608		2,625
Total Assets	$	8,211	$	8,166

See Notes to Consolidated Financial Statements (Unaudited)

Consolidated Statements of Financial Position

~~See Notes to Consolidated Financial Statements (Unaudited)~~

~~DT Midstream, Inc.~~

~~Consolidated Statements of Cash Flows~~

~~(Unaudited)~~
Nine Months Ended
September 30,
2021 2020
(millions)
Operating Activities
Net Income $ 229 $ 252
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization 124 111
Deferred income taxes 76 87
Earnings from equity method investees (90) (77)
Dividends from equity method investees 98 106
Asset (gains) losses and impairments, net 17 (4)
Changes in assets and liabilities:
Accounts receivable, net (20) (16)
Accounts payable — Third party 1 (4)
Accounts payable — Related party (10) (3)
Interest payable 28 —
Other current and noncurrent assets and liabilities 11 2
Net cash and cash equivalents from operating activities 464 454
Investing Activities
Plant and equipment expenditures (96) (440)
Proceeds from sale of assets 2 —
Distributions from equity method investees 6 2
Contributions to equity method investees (11) (30)
Notes receivable due from DTE Energy 263 (122)
Notes receivable — Third party and Related party (1) (11)
Net cash and cash equivalents from (used for) investing activities 163 (601)
Financing Activities
Issuance of long-term debt, net of discount and issuance costs 3,047 —
Repayment of long-term debt (2) —
Short-term borrowings (repayment of borrowings) from DTE Energy (3,175) 286
Borrowings under the Revolving Credit Facility 25 —
Repayment of borrowings under the Revolving Credit Facility (25) —
Payment of Revolving Credit Facility issuance fees (7) —
Acquisition-related deferred payment — (380)
Distributions to noncontrolling interests (13) (10)
Dividend to DTE Energy (501) —
Contributions from DTE Energy 110 260
Net cash and cash equivalents (used for) from financing activities (541) 156
Net Increase in Cash and Cash Equivalents 86 9
Cash at Beginning of Period 42 46
Cash, Cash Equivalents and Restricted Cash at End of Period (a)
$ 128 $ 55
(a) Includes no Restricted cash at September 30, 2021 and $15 million in Restricted cash at September 30, 2020.
Supplemental disclosure of cash information
Cash paid for:
Interest, net of interest capitalized $ 50 $ 82
Income taxes 2 1
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accruals $ 20 $ 62

See Notes to Consolidated Financial Statements (Unaudited)

Consolidated Statements of Cash Flows


	Three Months Ended
	March 31,
	2022		2021
	(millions)
Operating Activities
Net Income	$	84	$	81
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization	42		41
Amortization of operating lease right-of-use assets	5		4
Deferred income taxes	22		28
Earnings from equity method investees	(36)		(32)
Dividends from equity method investees	48		38
Asset (gains) losses and impairments, net	—		(1)
Changes in assets and liabilities:
Accounts receivable, net	50		14
Accounts payable — Third party	(2)		(5)
Accounts payable — Related party	—		1
Interest payable	22		—
Other current and noncurrent assets and liabilities	(1)		(6)
Net cash and cash equivalents from operating activities	234		163
Investing Activities
Plant and equipment expenditures	(20)		(27)
Distributions from equity method investees	2		3
Contributions to equity method investees	—		(1)
Notes receivable repaid by DTE Energy	—		12
Notes receivable — Third party and Related party	1		(4)
Net cash and cash equivalents used for investing activities	(17)		(17)
Financing Activities

Repayment of long-term debt	(3)		—
Repayment of borrowings from DTE Energy	—		(154)



Repurchase of common stock	(3)		—
Distributions to noncontrolling interests	(4)		(6)
Dividends paid on common stock	(58)		—

Contributions from DTE Energy	—		1
Net cash and cash equivalents used for financing activities	(68)		(159)
Net Increase (Decrease) in Cash and Cash Equivalents	149		(13)
Cash and Cash Equivalents at Beginning of Period	132		42
Cash and Cash Equivalents at End of Period	$	281	$	29

Supplemental disclosure of cash information
Cash paid for:
Interest, net of interest capitalized	$	6	$	26
Income taxes	1		2
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accruals	$	9	$	13

See Notes to Consolidated Financial Statements (Unaudited)

Consolidated Statements of Changes in Stockholders' Equity/Member's Equity

Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests
Common Stock
Shares Amount Total
(millions, except shares)
Balance, December 31, 2020 — $ — $ 3,333 $ 751 $ (11) $ 155 $ 4,228
Net Income — — — 78 — 3 81
Reorganization to C Corporation (a)
1,000 — — — — — —
Distributions to noncontrolling interests — — — — — (6) (6)
Taxes and other adjustments — — (1) 2 — (1) —
Other comprehensive income, net of tax — — — — 1 — 1
Balance, March 31, 2021 1,000 $ — $ 3,332 $ 831 $ (10) $ 151 $ 4,304
Net Income — — — 68 — 3 71
Distributions to noncontrolling interests — — — — — (3) (3)
Issuance of common shares to DTE Energy (b)
96,731,466 1 — — — — 1
Dividend to DTE Energy — — — (501) — — (501)
Taxes and other adjustments — — 121 (12) — — 109
Balance, June 30, 2021 96,732,466 $ 1 $ 3,453 $ 386 $ (10) $ 151 $ 3,981
Net Income — — — 74 — 3 77
Dividends declared on common stock ($0.60 per common share) — — — (58) — — (58)
Distributions to noncontrolling interests — — — — — (4) (4)
Taxes and other adjustments — — (8) 1 — — (7)
Balance, September 30, 2021 96,732,466 $ 1 $ 3,445 $ 403 $ (10) $ 150 $ 3,989


				Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Common Stock
	Shares	Amount										Total
	(dollars in millions, shares in thousands)
Balance, December 31, 2021	96,734	$	1	$	3,450	$	431	$	(10)	$	149	$	4,021
Net Income	—	—		—		81		—		3		84
Dividends declared on common stock ($0.64 per common share)	—	—		—		(62)		—		—		(62)
Distributions to noncontrolling interests	—	—		—		—		—		(4)		(4)
Stock-based compensation	57	—		3		(1)		—		—		2
Repurchase of common stock	(57)	—		—		(3)		—		—		(3)


Balance, March 31, 2022	96,734	$	1	$	3,453	$	446	$	(10)	$	148	$	4,038


				Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
	Common Stock
	Shares	Amount										Total
	(dollars in millions, shares in thousands)
Balance, December 31, 2020	—	$	—	$	3,333	$	751	$	(11)	$	155	$	4,228
Net Income	—	—		—		78		—		3		81
Reorganization to C Corporation (a)	1	—		—		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(6)		(6)
Taxes and other adjustments	—	—		(1)		2		—		(1)		—
Other comprehensive income, net of tax	—	—		—		—		1		—		1
Balance, March 31, 2021	1	$	—	$	3,332	$	831	$	(10)	$	151	$	4,304

(a)Issuance of common shares at $0.01 par value upon conversion to C Corporation from a single member LLC.

~~(b)Issuance of common shares to DTE Energy in anticipation of the Separation.~~

See Notes to Consolidated Financial Statements (Unaudited)

~~DT Midstream, Inc.~~

~~Consolidated Statements of Changes in Stockholders' Equity/Member's Equity~~

Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests
Total
(millions)
Balance, December 31, 2019 $ 3,081 $ 501 $ (13) $ 155 $ 3,724
Net Income — 71 — 3 74
Distributions to noncontrolling interests — — — (3) (3)
Taxes and other adjustments (1) — — — (1)
Other comprehensive income (loss), net of tax — — (1) — (1)
Balance, March 31, 2020 $ 3,080 $ 572 $ (14) $ 155 $ 3,793
Net Income — 71 — 2 73
Distributions to noncontrolling interests — — — (3) (3)
Taxes and other adjustments 262 1 — — 263
Other comprehensive income, net of tax — — 1 — 1
Balance, June 30, 2020 $ 3,342 $ 644 $ (13) $ 154 $ 4,127
Net Income — 101 — 4 105
Distributions to noncontrolling interests — — — (4) (4)
Taxes and other adjustments (2) — — — (2)
Other comprehensive income, net of tax — — 1 — 1
Balance, September 30, 2020 $ 3,340 $ 745 $ (12) $ 154 $ 4,227

~~See Notes to Consolidated Financial Statements (Unaudited)~~

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 — SEPARATION, DESCRIPTION OF THE BUSINESS, AND BASIS OF PRESENTATION

~~On October 27, 2020,~~In connection with the Separation from DTE Energy, ~~announced that its Board of Directors had authorized the separation of the DTE midstream business, formerly known as~~on January 13, 2021, DTE Gas Enterprises, LLC, and its consolidated subsidiaries ~~("DT Midstream") from DTE Energy.~~

~~In connection with the Separation, on January 13, 2021, DTE Gas Enterprises, LLC~~ converted into a Delaware corporation pursuant to a statutory conversion and changed its name to DT Midstream, Inc. ("DT Midstream"). At the conversion, DT Midstream issued 1,000 shares of common stock at $0.01 par value to its parent, a subsidiary of DTE Energy. As DT Midstream was a single member LLC as of ~~September 30,~~December 31, 2020, and a corporation with stockholders' equity as of ~~September 30,~~March 31, 2021 and 2022, Consolidated Statements of Changes in Stockholders' Equity/~~Member’s~~Member's Equity are presented as of ~~September 30, 2021~~March 31, 2022 and ~~September 30, 2020.~~2021. In June 2021, the DT Midstream Board of Directors authorized the issuance of an additional 96,731,466 common shares to DTE Energy in anticipation of the Separation, for a total of 96,732,466 common shares issued and outstanding.

~~In June 2021, in order to facilitate the Separation and settle short-term borrowings due to DTE Energy,~~ DT Midstream is authorized to issue 50,000,000 shares of preferred stock at $0.01 par value. No preferred stock was issued long-term debt in the form of $2.1 billion senior notes and a $1.0 billion term loan facility. Using the debt proceeds, net of discount and issuance costs of $53 million, DT Midstream made the following cash payments:

•~~Settled Short-term borrowings due to DTE Energy as of June 30, 2021 of $2,537 million~~

•~~Settled Accounts receivable due from DTE Energy and Accounts payable due to DTE Energy as of June 30, 2021 for net cash of $9 million~~

•~~Provided a one-time special dividend to DTE Energy of $501 million~~or outstanding at March 31, 2022.

On July 1, 2021, DTE Energy completed the Separation through the distribution of 96,732,466 shares of DT Midstream common stock to DTE Energy shareholders of record as of 5:00 p.m. ET on June 18, 2021 (the "record date"). DTE Energy shareholders received one share of DT Midstream common stock for every two shares of DTE Energy common stock held at the close of business on the record date, with certain shareholders receiving cash in lieu of fractional shares of DT Midstream common stock.

shareholders. Following the Separation on July 1, 2021, DT Midstream became an independent public company listed under the symbol "DTM" on the NYSE. DTE Energy no longer retains any ownership in DT Midstream.

In order to govern the ongoing relationships between DT Midstream and DTE Energy after the Separation and to facilitate an orderly transition, the parties entered into a series of agreements including the following:

•~~Separation and Distribution Agreement –~~ sets forth the principal actions to be taken in connection with the Separation, including the transfer of assets and assumption of liabilities, among others, and sets forth other agreements governing aspects of the relationship between DTE Energy and DT Midstream.

•~~Transition Services Agreement ("TSA") –~~ allows for DTE Energy to provide DT Midstream with specified services for a limited time and no longer than 24 months following the Separation, including support for accounting, tax, legal, human resources, informational technology, and various other administrative and operational services. Prior to the termination of the TSA, DT Midstream will establish standalone functions to provide services currently received from DTE Energy, or will obtain such services from unaffiliated third parties.

•~~Tax Matters Agreement –~~ ~~governs the respective rights, responsibilities and obligations of DTE Energy and DT Midstream after the Separation with respect to all tax matters.~~

•~~Employee Matters Agreement –~~ ~~addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to DT Midstream employees.~~

In addition, DT Midstream has various commercial agreements with DTE Energy and its subsidiaries. These agreements include certain pipeline, gathering, and storage services and operating and maintenance agreements.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Operation and maintenance for the three and nine months ended September 30, 2021 include approximately $1 million and $20 million, respectively, of Separation related transaction costs for legal, accounting, auditing and other professional services. DT Midstream expects to incur immaterial additional transaction costs in the fourth quarter in conjunction with the completed Separation.

Description of the Business

DT Midstream is an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. The Company provides multiple, integrated natural gas services to customers through 2 primary segments: (i) Pipeline, which includes interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes gathering systems and related treatment plants and compression and surface facilities. DT Midstream's pipeline segment also includes interests in equity method investees which own and operate interstate pipelines, many of which have connectivity to DT Midstream’s assets.

DT Midstream’s core assets connect demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to production areas of the Haynesville and Marcellus/Utica ~~and Haynesville~~ dry natural gas formations in the ~~Appalachian~~Gulf Coast and ~~Gulf Coast~~Appalachian Basins, respectively.

Basis of Presentation

The Consolidated Financial Statements and Notes to Consolidated Financial Statements as of and for periods subsequent to July 1, 2021, the date of the Separation, reflect the consolidated financial position, results of operations and cash flows for DT Midstream as an independent company. GAAP requires management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from DT Midstream’s estimates. DT Midstream believes the assumptions underlying these financial statements are reasonable.

Prior to the Separation, DT Midstream operated as a consolidated entity of DTE Energy and not as a standalone company. For the periods prior to the Separation, the Consolidated Financial Statements and Notes to Consolidated Financial Statements were prepared on a carve-out basis using the consolidated financial statements and accounting records of DTE Energy. The carve-out basis financial statements represent the historical financial position, results of operations, and cash flows of DT Midstream as they were historically managed in accordance with GAAP and reflect significant assumptions and allocations. The carve-out financial statements may not include all expenses that would have been incurred had DT Midstream existed as a standalone entity. Certain prior-period amounts have been reclassified to conform to current-year presentation.

GAAP requires management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from DT Midstream’s estimates. DT Midstream believes the assumptions underlying these financial statements are reasonable.

In DT Midstream's opinion, the accompanying unaudited Consolidated Financial Statements include all adjustments, consisting of only normal recurring adjustments, necessary to present a fair statement of our financial position as of ~~September 30, 2021,~~March 31, 2022, results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ statement of changes in stockholders' equity/member's equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and cash flows for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. The balance sheet as of December 31, ~~2020~~2021 was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, ~~2021.~~2022. The Consolidated Financial Statements should be read in conjunction with the DT Midstream Consolidated Financial Statements and ~~the~~ Notes to Consolidated Financial Statements included in ~~the Registration Statement~~DT Midstream's 2021 Annual Report on Form ~~10 (File No. 001-40392) as filed with the SEC on May 26, 2021.~~10-K.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Cost Allocations

~~The Consolidated Financial Statements of~~Prior to the Separation, DT Midstream ~~include~~received monthly allocations of general corporate expenses offrom DTE Energy ~~that have historically been allocated monthly to DT Midstream and~~which were classified within the appropriate Consolidated Statements of Operations line item. ~~Corporate allocations include expenses~~Operation and maintenance for the three months ended March 31, 2021 included approximately $10 million of Separation related ~~to labor and benefits, professional fees, shared assets~~transaction costs for legal, accounting, auditing and other expenses related to DTE Energy's corporate functions that provided support to DT Midstream. The allocation methodology utilized is consistent with the legacy allocation process, which allocates costs based on cost drivers. Cost drivers represent units of work that best reflect the consumption of resources within a specific corporate support function for a business group, and include time studies, activity-based metrics, headcount, and other allocation methods. DT Midstream believes this combination of cost drivers appropriately allocates costs attributable to our business.professional services. Effective July 1, 2021, with the completion of the Separation, DT Midstream no longer receives corporate allocations from DTE Energy.

Corporate allocation amounts from DTE Energy ~~support services are provided through the TSA.~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Operation and maintenance $ — $ 6 $ 32 $ 18
Total DTE Energy corporate allocations $ — $ 6 $ 32 $ 18
were as follows:


	Three Months Ended
	March 31,
	2021
	(millions)
Operation and maintenance	$	16

Total DTE Energy corporate allocations	$	16

Cash Management

DT Midstream's sources of liquidity include cash generated from operations and available borrowings under our Revolving Credit Facility. DT Midstream began investing in money market cash equivalents in August 2021.

Prior to the Separation, DT Midstream’s sources of liquidity included cash generated from operations and loans obtained through DTE Energy’s corporate-wide cash management program ("cash management program"), including a working capital loan agreement. Cash was managed centrally, with certain net earnings reinvested in, and working capital requirements met from, existing liquid funds. As a subsidiary of DTE Energy, DT Midstream’s bank accounts were set up as zero balance accounts held by DTE Energy. Cash was swept in and out of the bank’s accounts daily in order to achieve a zero balance at the close of each workday. Net DT Midstream cash inflows or outflows were settled daily against the notes receivable or borrowings, as applicable, with DTE Energy.

Cash and cash equivalents held by DTE Energy at the corporate level were not attributed to DT Midstream for any of the periods presented. Only cash amounts specifically attributable to DT Midstream are reflected in the accompanying Consolidated Statements of Financial Position. For the periods presented, these amounts included cash held by consolidated entities with noncontrolling interests, which were not managed as part of the cash management program.

Notes receivable and borrowings with DTE Energy arising from the working capital loan agreement have been presented as assets and liabilities, respectively, on the Consolidated Statements of Financial Position. DTE Energy receivables and payables were classified as "related party" on the Consolidated Statements of Financial Position, given that their historical method of settlement is cash. The classification of these items as current or noncurrent is dependent on the due date of the asset or obligation.

DT Midstream had $3,175 million in Short-term borrowings due to DTE Energy and $263 million in Notes receivable due from DTE Energy at December 31, 2020. In the second quarter 2021, DTE Energy and DT Midstream amended the working capital loan agreements to combine all outstanding notes receivable and borrowings with DTE Energy into a single agreement with a net Short-term borrowing due to DTE Energy. Upon issuance of the senior notes and Term Loan Facility in June 2021, DT Midstream repaid the Short-term borrowing due to DTE Energy. See Note 6, "Debt" for further information regarding the external debt issuances.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Prior to the Separation, interest expense recorded in the Consolidated Statements of Operations is primarily related to interest on the Short-term borrowings due to DTE Energy. DT Midstream incurred interest expense on Short-term borrowings due to DTE Energy of $32 million and $90 million for the three and nine months ended September 30, 2020, respectively, and $43 million for the nine months ended September 30, 2021. The working capital loan agreement had interest rates of 3.3% and 3.9% for 2021 and 2020, respectively, and a term of one year. No interest expense on Short-term borrowings due to DTE Energy was incurred after the Separation. Effective July 1, 2021, DT Midstream no longer ~~participates~~participated in the cash management program and the working capital loan ~~agreement~~ was terminated.

~~Income Taxes~~

As discussed above, on July 1, 2021 DT Midstream completed the Separation from DTE Energy. For periods prior to the Separation, the results of DT Midstream’s operations were included in the consolidated federal and state income tax returns filed (and to be filed) by DTE Energy. After DTE Energy files its consolidated income tax returns for 2021, we anticipate there will be a settlement or adjustments to tax attributes (if any) between DT Midstream and DTE Energy in accordance with the terms of the Tax Matters Agreement for the first half of 2021 prior to the Separation.

For periods prior to the Separation, the income tax provision has been presented on a stand-alone basis as if DT Midstream filed separate federal, state, local, and foreign income tax returns, referred to as the separate return method. Consequently, certain income taxes currently payable or receivable are deemed to have been contributed to or distributed from DT Midstream, through Stockholders' Equity/Member's Equity, in the period that the liability or asset arose. Differences (if any) between the carrying value of assets and liabilities (including deferred taxes) prior to the Separation versus post Separation were recorded as contributed capital. DT Midstream’s income taxes, as presented in the comparative financial statements, may not be indicative of the income taxes that DT Midstream will generate in the future.

Principles of Consolidation

DT Midstream consolidates all majority-owned subsidiaries and investments in entities in which we have a controlling influence. Non-majority owned investments are accounted for using the equity method of accounting when DT Midstream is able to significantly influence the operating policies of the investee. When DT Midstream does not influence the operating policies of an investee, the equity investment is measured at fair value, if readily determinable, or if not readily determinable, at cost less impairment, if applicable. DT Midstream eliminates all intercompany balances and transactions.

DT Midstream evaluates whether an entity is a VIE whenever reconsideration events occur. DT Midstream consolidates VIEs for which we are the primary beneficiary. If DT Midstream is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, DT Midstream considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. DT Midstream performs ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

The maximum risk exposure for consolidated VIEs is reflected on DT Midstream’s Consolidated Statements of Financial Position. For non-consolidated VIEs, the maximum risk exposure of DT Midstream is generally limited to its investment, notes receivable, future funding commitments, and amounts which it has guaranteed.

DT Midstream owns an 85% interest in the ~~SGG~~Stonewall Gas Gathering VIE, which owns and operates midstream natural gas assets. ~~SGG~~Stonewall Gas Gathering has contracts in which certain construction risk was designed to pass-through to customers, with DT Midstream retaining operational and customer default risk. DT Midstream is the primary beneficiary of ~~SGG,~~Stonewall Gas Gathering, therefore ~~SGG~~Stonewall Gas Gathering is consolidated. DT Midstream owns a 50% interest in the South Romeo VIE and is the primary beneficiary, therefore South Romeo is consolidated.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the major items in the Consolidated Statements of Financial Position for consolidated VIEs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DT Midstream holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE's obligations have been excluded from the table below.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Amounts for consolidated VIEs are as follows:


							March 31,		December 31,

		September 30, 2021		December 31, 2020			2022		2021
		(millions)					(millions)
ASSETS (a)	ASSETS (a)					ASSETS (a)
Cash	Cash	$	28	$	34	Cash	$	21	$	23
Accounts receivable — third party	Accounts receivable — third party	8		8		Accounts receivable — third party	8		8
Other current assets	Other current assets	1		2		Other current assets	3		3
Intangible assets, net	Intangible assets, net	516		527		Intangible assets, net	509		513
Property, plant and equipment, net	Property, plant and equipment, net	407		411		Property, plant and equipment, net	406		408
Goodwill	Goodwill	25		25		Goodwill	25		25
		$	985	$	1,007		$	972	$	980

LIABILITIES (a)	LIABILITIES (a)					LIABILITIES (a)
Accounts payable and other current liabilities	Accounts payable and other current liabilities	$	2	$	2	Accounts payable and other current liabilities	$	5	$	5
Other noncurrent liabilities	Other noncurrent liabilities	4		5		Other noncurrent liabilities	4		4
		$	6	$	7		$	9	$	9

(a)Amounts shown are 100% of the consolidated VIEs' assets and liabilities.

Prior to the third quarter 2021, NEXUS was classified as a VIE. NEXUS was not consolidated as DT Midstream was not the primary beneficiary, and DT Midstream accounted for its ownership interest in NEXUS under the equity method of accounting. In the third quarter 2021, it was determined NEXUS is capable of financing its own operations without additional subordinated financial support. As a result, it was concluded that NEXUS was no longer a VIE due to sufficient equity at risk to finance its activities. DT Midstream will continue to account for its ownership interest in NEXUS under the equity method of accounting.

DT Midstream has a variable interest in an investment in certain assets in the Utica shale region that is accounted for as a Note receivable — Third party. DT Midstream does not have an ownership interest in the entity and is not the primary beneficiary. The maximum risk exposure is limited to amounts DT Midstream has funded, which are accounted for as a note receivable, ~~or committed~~and DT Midstream does not have any future funding commitments related to ~~fund for joint development activities.~~this investment. See Note 2, "Significant Accounting Policies – Financing Receivables" to the Consolidated Financial Statements for additional discussion.

Amounts for non-consolidated VIEs are as follows:


		September 30, 2021		December 31, 2020			March 31,	December 31,
		(millions)
Investments in equity method investees		$	—	$	1,349
							2022	2021
							(millions)

Notes receivable — current	Notes receivable — current	5		11		Notes receivable — current	5	5
Notes receivable — noncurrent	Notes receivable — noncurrent	4		15		Notes receivable — noncurrent	1	2
Future funding commitments		$	—	$	21

Related Parties

Transactions between DT Midstream and DTE Energy prior to the Separation, as well as all transactions between DT Midstream and its equity method investees, have been presented as related party transactions in the accompanying Consolidated Financial Statements.

1513

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Equity Method Investments

Investments in non-consolidated affiliates that are not controlled by DT Midstream, but over which we have significant influence, are accounted for using the equity method of accounting. Under the equity method, investments are recorded at historical cost as an asset and adjusted for capital contributions, dividends and distributions received, and the Company's share of the investee's earnings or losses, which are recorded as Earnings from equity method investees on the Consolidated Statements of Operations. DT Midstream's equity method investments are periodically evaluated for certain factors that may be indicative of other-than-temporary impairment. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, DT Midstream’s share of the underlying equity in the net assets of the investees exceeded the carrying amounts of ~~Investments~~investments in equity method investees by ~~$17~~$24 million and ~~$13~~$32 million, respectively. The difference will be amortized over the life of the underlying assets. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, DT Midstream's consolidated retained earnings balance includes undistributed earnings from equity method investments of ~~$83~~$74 million and ~~$94~~$84 million, respectively.

Equity method investees are described below:

Investments As of % Owned As of
September 30,
2021 December 31, 2020 September 30,
2021 December 31, 2020
Equity Method Investee
(millions)
NEXUS $ 1,345 $ 1,349 50% 50%
Vector Pipeline 137 134 40% 40%
Millennium Pipeline 205 208 26% 26%
Total investments in equity method investees $ 1,687 $ 1,691


	Investments As of				% Owned As of
	March 31,		December 31,		March 31,	December 31,

Equity Method Investee	2022		2021		2022	2021


	(millions)
NEXUS	$	1,339	$	1,348	50%	50%
Vector Pipeline	136		136		40%	40%
Millennium Pipeline	204		207		26%	26%
Total investments in equity method investees	$	1,679	$	1,691

For further information by segment, see Note 9,10, "Segment and Related ~~Information."~~Information" to the Consolidated Financial Statements.

The following table presents summarized financial information of non-consolidated equity method investees in which DT Midstream owns 50% or less. The amounts included below represent 100% of the results of continuing operations of such entities.

Summarized income statement data is as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Operating revenues $ 180 $ 172 $ 546 $ 524
Operating expenses 92 97 281 290
Net Income $ 80 $ 67 $ 239 $ 209

~~Property taxes~~

An equity investee is currently in a property tax appeal. The equity investee has accrued its best estimate of the probable property tax liability net of payments made in accordance with applicable laws. The actual amount of any settlement could be materially more or less than the amount currently accrued which could result in a material cash payment and impact earnings from equity method investees.


	Three Months Ended
	March 31,
	2022		2021
	(millions)
Operating revenues	$	198	$	187
Operating expenses	$	94	$	94
Net Income	$	95	$	84

1614

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid money market investments with remaining maturities of three months or less, when purchased. Cash equivalents are stated at cost, which approximates fair value.

Financing Receivables

Financing receivables are primarily composed of trade accounts receivable and notes ~~receivable, and unbilled revenue.~~receivable. DT Midstream's financing receivables are stated at net realizable value.

DT Midstream regularly monitors the credit quality of its financing receivables by reviewing credit quality indicators and monitoring for triggering events, such as a credit rating downgrade or bankruptcy. Credit quality indicators include, but are not limited to, credit agency ratings where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, DT Midstream has determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have rated the counterparty as investment grade. If credit ratings are not available, DT Midstream utilizes other credit quality indicators to determine the risk level associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have rated the counterparty as below investment grade if, due to favorable information on other credit quality indicators, DT Midstream has determined the risk level to be similar to that of an investment grade counterparty. Internal grade 2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.

The following table presents DT Midstream's third party and related party notes receivable by year of origination, classified by internal grade of credit quality. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through ~~September 30, 2021.~~March 31, 2022.


		Year of Origination									Year of Origination
		2021		2020		2019 and prior		Total			2022		2021		2020 and prior		Total
		(millions)									(millions)
Notes receivable	Notes receivable									Notes receivable
Internal grade 1 (a)	Internal grade 1 (a)	$	—	$	—	$	4	$	4	Internal grade 1 (a)	$	—	$	—	$	4	$	4
Internal grade 2	Internal grade 2	—		—		—		—		Internal grade 2	—		—		6		6
Internal grade 3	Internal grade 3	—		—		9		9		Internal grade 3	—		—		—		—
Total Notes receivable — Third party and Related party	Total Notes receivable — Third party and Related party	$	—	$	—	$	13	$	13	Total Notes receivable — Third party and Related party	$	—	$	—	$	10	$	10

__________________________________

(a)Related party

Notes receivable are typically considered delinquent (past due) when payment is not received for periods ranging from 60 to 120 days. DT Midstream ceases accruing interest income (nonaccrual status) and may either write off or establish an allowance for credit loss for the note receivable when it is expected that all principal or interest amounts due will not be collected in accordance with the note's contractual terms. In determining an allowance for credit losses for or the write off of notes receivable, DT Midstream considers the historical payment experience and other factors that are expected to have a specific impact on collection from the counterparty, including existing and future economic conditions.

Cash payments received for notes receivable on nonaccrual status that do not bring the account contractually current are first applied to contractually owed past due interest, with any remainder applied to principal. Recognition of interest income is generally resumed when the note receivable becomes contractually current.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

DT Midstream has an investment in certain assets in the Utica shale region which is accounted for as a Note receivable — Third party. In the second quarter 2021, we assessed the note receivable for expected loss ~~due to lower than expected actual volumes~~ and ~~proceeds received, and reduced forecasted volumes based on data made available in the second quarter 2021. As a result of the discounted cash flow analysis, in the second quarter 2021, we~~ recorded a $19 million loss on the note receivable to Asset (gains) losses and impairments, net on the Consolidated Statement of Operations. Additionally, DT Midstream ceased accruing interest on the note receivable balance and reclassified the note to an Internal grade 3 receivable. AsSubsequently, as cash payments ~~are~~were received, ~~in future periods,~~ a portion ~~will be~~was recognized as interest income. In the first quarter 2022, we reclassified the note to an Internal grade 2 receivable based on our updated risk assessment. It is possible that significant decreases in forecasted production volumes or commodity prices could result in additional losses on the Note receivable – Third party.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

There are no ~~other~~ notes receivable on nonaccrual status as of ~~September 30, 2021.~~

March 31, 2022. There are no past due financing receivables for DT Midstream as of ~~September 30, 2021.~~March 31, 2022.

For trade accounts receivable, the customer allowance for expected credit loss is calculated based on specific review of future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, historical loss rates, customer trends and other relevant factors that may affect our ability to collect are also considered. Receivables are written off on a specific identification basis and determined based on the specific circumstances of the associated receivable. Uncollectible expense (recovery) was zero for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022 and ~~zero and $2 million~~2021.

There is no allowance for ~~the three and nine months ended September 30, 2020, respectively.~~

~~DT Midstream has been monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. As~~expected credit loss related to Notes Receivable or Accounts Receivable as of ~~September 30, 2021, the impact on collectability of DT Midstream’s receivables has not been material.~~March 31, 2022 or December 31, 2021.

Operation and ~~maintenance~~Maintenance

Operation and maintenance is primarily comprised of costs for labor, outside services, materials, compression, purchased natural gas, operating lease costs, and other operating and maintenance costs. Corporate allocations from DTE Energy, including Separation related transaction costs for legal, accounting, auditing and other professional services DTE Energy incurred for the benefit of DT Midstream, are also included in Operation and ~~maintenance.~~

~~Depreciation and amortization~~

~~Depreciation and amortization is related to Property, plant and equipment and Customer relationships and other intangible assets, net, used in our transportation, storage and gathering businesses.~~

~~Income taxes~~

~~In accordance with GAAP, DT Midstream records income taxes during the interim period using an estimated annual effective tax rate ("ETR") and recognizes specific events discretely as they occur.~~

~~The interim ETRs of DT Midstream are 27%~~maintenance for ~~both~~ the three months ended September 30, 2021 and 2020, and 26% and 27% for the nine months ended September 30, 2021 and 2020, respectively. The difference between the interim ETR and federal statutory rate of 21% is primarily related to state income taxes.

~~Earnings per share~~

The DT Midstream Board of Directors authorized the issuance of an additional 96,731,466 common shares to DTE Energy on June 30, 2021 in anticipation of the Separation, for a total of 96,732,466 common shares issued and outstanding. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented based on Net Income attributable to DT Midstream. For the three and nine months ended September 30, 2021 and 2020, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

Basic earnings per share is calculated by dividing Net Income attributable to DT Midstream by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. Restricted stock units and performance shares that are dilutive are included in the determination of weighted average shares outstanding. Restricted stock units and performance shares do not receive cash dividends, as such, these awards are not considered participating securities.March 31, 2021.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as amended. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) - Scope, as amended. The amendments in ~~this update~~these updates provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance can be applied prospectively from any date beginning March 12, 2020 through December 31, 2022. The optional relief is temporary and cannot be applied to contract modifications and hedging relationships entered into or evaluated after December 31, 2022. DT Midstream presently has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications.

~~In July 2021, the FASB issued ASU No. 2021-05,~~ ~~Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments~~. The amendments in this update modify lease classification requirements for lessors, providing that lease contracts with variable lease payments that do not depend on a reference index or a rate should be classified as operating leases if they would have been classified as a sales-type or direct financing lease and resulted in the recognition of a selling loss at lease commencement. The ASU is effective for DT Midstream for fiscal years beginning after December 15, 2021, and interim periods therein. Early adoption is permitted. DT Midstream is currently assessing the impact of this standard on our Consolidated Financial Statements.

NOTE 4 — REVENUE

Significant Accounting Policy

Revenue is measured based upon the consideration specified in a contract with a customer at the time when performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service or a series of distinct goods or services to the customer. DT Midstream's revenues generally consist of services related to the gathering, transportation, and storage of natural gas. Revenue is recognized when performance obligations are satisfied by transferring control over a service to a customer, which occurs when the service is provided to the customer. When a customer simultaneously receives and consumes the product or service provided, revenue is recognized over time. Alternatively, if it is determined that the criteria for recognition of revenue over time is not met, the revenue is considered to be recognized at a point in time.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Disaggregation of Revenue

The following is a summary of revenues disaggregated by segment:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Pipeline (a)
$ 77 $ 72 $ 227 $ 185
Gathering $ 135 $ 131 $ 390 $ 361
Total operating revenues $ 212 $ 203 $ 617 $ 546


	Three Months Ended
	March 31,
	2022		2021
	(millions)
Pipeline (a)	$	77	$	75
Gathering	138		122

Total operating revenues	$	215	$	197

~~______________________________________~~__________________________________

(a)Includes revenues outside the scope of Topic 606 primarily related to contracts accounted for as leases of $3$2 million for ~~both~~ the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020, and $7 million for both the nine months ended September 30, 2021 and 2020.~~2021.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~Deferred Revenue~~Contract Liabilities

The following is a summary of ~~deferred revenue~~contract liability activity:


	2022
	(millions)
Balance at January 1 ~~2021~~	$	2228
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period	41
Revenue recognized that was included in the ~~deferred revenue~~ balance at the beginning of the period	~~(2)~~(3)

Balance at ~~September 30, 2021~~March 31	$	2426

The ~~deferred revenues~~contract liabilities at DT Midstream generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied. Performance obligations associated with ~~deferred revenues~~contract liabilities include providing services related to customer prepayments. ~~Deferred revenues~~Contract liabilities associated with these services are recognized when control has transferred to the customer.

The following table presents ~~deferred revenue~~contract liability amounts as of ~~September 30, 2021~~March 31, 2022 that are expected to be recognized as revenue in future periods:


		(millions)			(millions)
Remainder of 2021		$	1
2022		5
Remainder of 2022				Remainder of 2022	$	7
2023	2023	3		2023	3
2024	2024	3		2024	3
2025	2025	3		2025	3
2026 and thereafter		9
2026				2026	3
2027 and thereafter				2027 and thereafter	7
Total	Total	$	24	Total	$	26

Transaction Price Allocated to the Remaining Performance Obligations

In accordance with optional exemptions available under Topic 606, DT Midstream does not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which the amount of revenue recognized depends upon DT Midstream's invoices for actual goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Such contracts consist of various types of performance obligations, including the delivery of midstream services. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at the contract inception. Contract lengths vary from cancellable to multi-year.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

The following table presents revenue amounts related to fixed consideration associated with unsatisfied performance obligations as of ~~September 30, 2021~~March 31, 2022 that are expected to be recognized as revenue in future periods:


		(millions)			(millions)
Remainder of 2021		$	22
2022		87
Remainder of 2022				Remainder of 2022	$	67
2023	2023	79		2023	86
2024	2024	68		2024	75
2025	2025	63		2025	65
2026 and thereafter		126
2026				2026	45
2027 and thereafter				2027 and thereafter	80
Total	Total	$	445	Total	$	418

NOTE 5 — EARNINGS PER SHARE AND DIVIDENDS

Basic earnings per share is calculated by dividing Net Income attributable to DT Midstream by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. Restricted stock units and performance shares including dividend equivalents on those grants are dilutive and included in the determination of weighted average shares outstanding. Restricted stock units and performance shares do not receive cash dividends, as such, these awards are not considered participating securities.

DT Midstream issued 1,000 shares of common stock at $0.01 par value to its parent, a subsidiary of DTE Energy, in January 2021. The DT Midstream Board of Directors authorized the issuance of an additional 96,731,466 common shares to DTE Energy on June 30, 2021 for a total of 96,732,466 common shares issued and outstanding at the Separation date. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods prior to the Separation presented based on Net Income attributable to DT Midstream. For the period ended March 31, 2021, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

The following is a reconciliation of DT Midstream's basic and diluted earnings per share calculation:


	Three Months Ended March 31,
	2022		2021
	(millions, except per share amounts)
Basic and Diluted Earnings per Common Share
Net Income Attributable to DT Midstream	$	81	$	78
Average number of common shares outstanding — basic	96.7		96.7

Incremental shares attributable to:
Average dilutive restricted stock units and performance share awards	0.3		—
Average number of common shares outstanding — diluted	97.0		96.7

Basic Earnings per Common Share	$	0.84	$	0.80
Diluted Earnings per Common Share	$	0.84	$	0.80

DT Midstream declared the following cash dividends:


Quarters Ended	Quarterly Dividend				Dividend Payment Date
	(per-share)		(millions)
2021
September 30	$	0.60	$	58	October 2021
December 31	$	0.60	$	58	January 2022
2022
March 31	$	0.64	$	62	April 2022

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 56— INCOME TAXES

Effective Tax Rates

DT Midstream records income taxes during the interim period using an estimated annual effective tax rate ("ETR") and recognizes specific events discretely as they occur.

The interim ETRs of DT Midstream are 23% and 27% for the three months ended March 31, 2022 and 2021, respectively. The difference between the interim ETR and federal statutory rate of 21% is primarily related to state income taxes. The reduction in the ETR for the first quarter 2022, as compared to the first quarter 2021, is primarily driven by the remeasurement of state deferred taxes.

NOTE 7 — FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. DT Midstream makes certain assumptions it believes that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. DT Midstream believes it uses valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. DT Midstream classifies fair value balances based on the fair value hierarchy defined as follows:

•Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that DT Midstream has the ability to access as of the reporting date.

•Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the assets or liabilities or indirectly observable through corroboration with observable market data.

•Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments:


		September 30, 2021								December 31, 2020									March 31, 2022								December 31, 2021
		Carrying		Fair Value						Carrying		Fair Value							Carrying		Fair Value						Carrying		Fair Value
		Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3			Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3
		(millions)																	(millions)
Cash equivalents (a)	Cash equivalents (a)	$	50	$	—	$	50	$	—	$	—	$	—	$	—	$	—	Cash equivalents (a)	$	210	$	—	$	210	$	—	$	50	$	—	$	50	$	—
Short-term notes receivable	Short-term notes receivable																	Short-term notes receivable
Due from DTE Energy		—		—		—		—		263		—		—		292
Third party	Third party	5		—		—		5		11		—		—		11		Third party	5		—		—		5		5		—		—		5
Related party	Related party	4		—		—		4		—		—		—		—		Related party	—		—		—		—		4		—		—		4
Long-term notes receivable	Long-term notes receivable																	Long-term notes receivable
Third party	Third party	4		—		—		4		15		—		—		15		Third party	1		—		—		1		2		—		—		2
Related party	Related party	—		—		—		—		4		—		—		4		Related party	4		—		—		4		—		—		—		—
Short-term borrowings due to DTE Energy		—		—		—		—		3,175		—		—		3,517

Long-term debt (b)	Long-term debt (b)	$	3,047	$	—	$	3,145	$	—	$	—	$	—	$	—	$	—	Long-term debt (b)	$	3,043	$	—	$	2,988	$	—	$	3,046	$	—	$	3,163	$	—

______________________________________

(a)~~Measured~~Money market cash equivalents are measured and recorded at fair value on a recurring basis.

(b)Includes debt due within one year. Carrying value represents principal of ~~$3,098~~$3,092 million, net of unamortized debt discounts and issuance costs.

The fair values of DT Midstream’s non-publicly traded notes receivable due from DTE Energy and short-term borrowings due to DTE Energy were based on an internally developed model and are classified as Level 3 within the fair value hierarchy. As described in Note 2, "Significant Accounting Policies", the fair value of the Notes receivable - third party as of September 30, 2021 was based on a discounted cash flow analysis performed in the second quarter 2021.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

NOTE 68 — DEBT

~~Debt Issuances~~

~~On June 9, 2021,~~ DT Midstream issued senior unsecured notes of $1.1 billion in aggregate principal amount due June 15, 2029 (the "2029 Notes") and $1.0 billion in aggregate principal amount due June 15, 2031 (the "2031 Notes"). On June 10, 2021, DT Midstream entered into aMidstream's Credit Agreement (the "Credit Agreement") ~~that~~ provides for a $1.0 billion 7-year term loan facility (the "Term Loan Facility") and a $750 million 5-year secured revolving credit facility (the "Revolving Credit Facility").

Long-Term Debt

DT Midstream's long-term debt outstanding included:


					September 30,						March 31,		December 31,
Title	Title	Type	Interest Rate	Maturity Date	2021		Title	Type	Interest Rate	Maturity Date	2022		2021
					(millions)						(millions)
2029 Notes	2029 Notes	Senior Notes (a) (c)	4.125%	2029	$	1,100	2029 Notes	Senior Notes (b)	4.125%	2029	$	1,100	$	1,100
2031 Notes	2031 Notes	Senior Notes (a) (c)	4.375%	2031	1,000		2031 Notes	Senior Notes (b)	4.375%	2031	1,000		1,000
Term Loan Facility	Term Loan Facility	Term Loan Facility (a)	Variable (b)	2028	998		Term Loan Facility	Term Loan Facility	Variable (a)	2028	992		995
					3,098						3,092		3,095
Unamortized debt discount	Unamortized debt discount				(5)		Unamortized debt discount				(4)		(4)
Unamortized debt issuance costs	Unamortized debt issuance costs				(46)		Unamortized debt issuance costs				(45)		(45)
Long-term debt due within one year	Long-term debt due within one year				(10)		Long-term debt due within one year				(10)		(10)
Total Long-term debt					$	3,037
Long-term debt (net of current portion)							Long-term debt (net of current portion)				$	3,033	$	3,036

______________________________

(a) Debt proceeds were used for the repayment of short-term borrowings due to DTE Energy to facilitate the Separation of DT Midstream, as well as a one-time special dividend provided to DTE Energy. See Note 1, "Separation, Description of the Business, and Basis of Presentation" to the Consolidated Financial Statements for additional information.

~~(b)~~ Variable rate is LIBOR plus 2.00%, where LIBOR will not be less than 0.50%. The Term Loan Facility includes ~~$900~~$95 million with a one-month LIBOR interest period which ended April 29, 2022 and $897 million with a six-month LIBOR interest period ending ~~December 31, 2021 and $98 million with a six-month LIBOR interest period ending March 31,~~June 30, 2022.

~~(c)~~(b) Interest payable semi-annually in arrears each June 15 and December ~~15, commencing December 15, 2021.~~15.

~~The following table presents the scheduled debt maturities, excluding any unamortized discount on debt:~~

Remainder of 2021 2022 2023 2024 2025 2026 and Thereafter Total
(millions)
Debt maturities $ 3 10 10 10 10 3,055 $ 3,098

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Short-Term Credit Arrangements and Borrowings

The following table presents the availability under the Revolving Credit Facility:


	~~September 30,~~March 31,
	~~2021~~2022
	(millions)
Total availability
Revolving Credit Facility, expiring June 2026	$	750
Amounts outstanding
Revolving Credit Facility borrowings~~(a)~~	—
Letters of credit	8
	8
Net availability	$	742

~~______________________________~~

~~(a) Interest rate on amounts outstanding is LIBOR plus 2.00%.~~

Borrowings under the Revolving Credit Facility are used for general corporate purposes and letter of credit issuances to support DT Midstream's future operations and liquidity. The Revolving Credit Facility incurred issuance fees of $7 million, net of amortization, that are included in Other noncurrent assets on DT Midstream's Consolidated Statements of Financial Position as of September 30, 2021. These fees are being amortized over the term of the Revolving Credit Facility. On July 1, 2021, DT Midstream borrowed $25 million under the Revolving Credit Facility which was repaid on August 2, 2021.

The Credit Agreement covering the Term Loan Facility and Revolving Credit Facility includes financial covenants that DT Midstream must maintain. These covenants restrict the ability of DT Midstream and its subsidiaries to incur additional indebtedness and guarantee indebtedness, create or incur liens, engage in mergers, consolidations, liquidations or dissolutions, sell, transfer or otherwise dispose of assets, make investments, acquisitions, loans or advances, pay dividends and distributions or repurchase capital stock, prepay, redeem or repurchase certain junior indebtedness, enter into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream or the ability of DT Midstream and its restricted subsidiaries to incur liens on assets and enter into certain transactions with affiliates. The Term Loan Facility requires the maintenance of a minimum debt service coverage ratio of 1.1 to 1, and the Revolving Credit Facility requires maintenance of (i) a maximum consolidated net leverage ratio of 5 to 1, and (ii) a minimum interest coverage ratio of no less than 2.5 to 1. The debt service coverage ratio means the ratio of annual consolidated EBITDA to debt service, as defined in the Credit Agreement. The consolidated net leverage ratio means the ratio of net debt determined in accordance with GAAP to annual consolidated EBITDA. The interest coverage ratio means the ratio of annual consolidated EBITDA to annual interest expense, as defined in the Credit Agreement. At ~~September 30, 2021,~~March 31, 2022, the debt service coverage ratio, the consolidated net leverage ratio and the interest coverage ratio was 5.9 to 1, ~~4.1~~3.8 to 1 and 6.0 to 1, respectively, and DT Midstream was in compliance with these financial covenants.

Debt Issuances — Subsequent Event

On April 11, 2022, DT Midstream issued 4.300% senior secured notes of $600 million in aggregate principal amount due April 2032 (the "2032 Notes"). The Notes were issued by DT Midstream, and are guaranteed by certain of DT Midstream's subsidiaries and secured by a first priority lien on certain assets of DT Midstream and its subsidiary guarantors that secure DT Midstream's existing credit facilities. DT Midstream used the net proceeds from the sale of the 2032 Notes to partially repay existing indebtedness under our Term Loan Facility.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 79 — COMMITMENTS AND CONTINGENCIES

From time to time, DT Midstream is subject to legal, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits and pending judicial matters. DT Midstream cannot predict the final disposition of such proceedings. DT Midstream regularly reviews legal matters and records provisions for claims that we can estimate and are considered probable of loss. The amount or range of reasonably possible losses is not anticipated to, either individually or in the aggregate, materially adversely affect DT Midstream’s business, financial condition and results of operations.

In certain limited circumstances, DT Midstream enters into contractual guarantees. DT Midstream may guarantee another entity's obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. Additionally, DT Midstream may provide indirect guarantees for the indebtedness of others. In connection with the Separation, DT Midstream assumed guarantees ~~from DTE Energy~~ valued at ~~$17~~$7 million as of ~~September 30, 2021. Payments~~March 31, 2022. Payment under these guarantees are considered remote. DT Midstream did not have any guarantees of other parties' obligations as of ~~September 30, 2021.~~

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

March 31, 2022.

Vector Pipeline Line of Credit

In July 2021 and in conjunction with the Separation, DT Midstream assumed the Vector Pipeline line of credit from DTE Energy. DT Midstream became the lender under the revolving term credit facility to Vector Pipeline, the borrower, in the amount of Canadian $70 million. The credit facility was initially executed in response to the passage of Canadian regulations requiring oil and gas pipelines to demonstrate their financial ability to respond to a catastrophic event and exists for the sole purpose of satisfying these regulations. Vector Pipeline may only draw upon the facility if the funds are required to respond to a catastrophic event. The maximum potential payout at ~~September 30, 2021~~March 31, 2022 is USD ~~$55~~$56 million. The funding of a loan under the terms of the credit facility is considered remote.

Environmental Contingencies

In order to comply with certain state environmental regulations, DT Midstream has an obligation to restore pipeline right-of-way slope failures that may arise in the ordinary course of business in the Utica and Marcellus shale region. Slope restoration expenditures are typically capital in nature. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, DT Midstream had accrued contingent liabilities of ~~$21~~$20 million ~~and $23 million, respectively,~~ for future slope restoration expenditures. The accrual is included in Other current liabilities and Other liabilities in the Consolidated Statements of Financial Position. DT Midstream believes the accrued amounts are sufficient to cover estimated future expenditures.

~~COVID-19 Pandemic~~

DT Midstream is actively monitoring the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on operating costs, customer demand, and recoverability of assets that could materially impact DT Midstream’s financial results.

There have been no material adjustments or reserves deemed necessary to the financial statements as of September 30, 2021 as a result of COVID-19. DT Midstream cannot predict the future impacts of the COVID-19 pandemic on the Consolidated Financial Statements, as developments involving COVID-19 and its related effects on economic and operating conditions remain highly uncertain.

~~NOTE 8 — STOCK-BASED COMPENSATION~~

Prior to the Separation, DT Midstream employees participated in DTE Energy's Long-Term Incentive Plan. At the Separation, outstanding DT Midstream employee restricted stock awards and performance share awards were modified or settled as follows:

•~~DTE Energy restricted stock awards were converted into DT Midstream restricted stock units;~~

•~~DTE Energy settled two-thirds of the 2019 performance share awards and one-third of the 2020 performance share awards; and~~

•~~Remaining unsettled DTE Energy performance share awards were converted into DT Midstream performance share awards.~~

The restricted stock and performance awards were converted using a formula designed to preserve the fair value of the awards immediately prior to the Separation. All converted awards retained the vesting schedule of the original awards. The conversion of the restricted stock and performance awards qualified as an accounting modification under GAAP. The pre- and post- Separation fair value of the awards was compared and any incremental fair value was added to the original grant date fair value of the awards. The Separation modification gave rise to incremental fair value of approximately $1 million for the performance share awards granted in January 2021 and is reflected in the compensation cost charged to income and the unrecognized compensation cost described below. The Separation modification did not give rise to incremental fair value for any other converted restricted stock or performance share awards.

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The DT Midstream, Inc. Long-Term Incentive Plan ("DT Midstream Plan") began on the Separation date. The DT Midstream Plan permits the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares, and performance units to employees and members of its Board of Directors. As a result of a grant of a restricted stock award, a settlement of restricted stock units or performance shares, or by exercise of a participant's stock option, DT Midstream may deliver common stock from its authorized but unissued common stock and/or from outstanding common stock acquired by or on behalf of DT Midstream in the name of the participant. Key provisions of the DT Midstream Plan are:

•Authorized limit is 3,000,000 shares of common stock. The authorized limit increases annually on January 1 by the lesser of 1,750,000 shares of common stock or the amount determined by the DT Midstream Board of Directors; and

•~~Prohibits the grant of a stock option with an exercise price that is less than the fair market value of DT Midstream's stock on the grant date.~~

The following table summarizes the components of stock-based compensation for DT Midstream. Prior to the Separation, DT Midstream received an allocation of costs from DTE Energy associated with stock-based compensation. Allocated costs for the three and nine months ended September 30, 2020 and the first six months of 2021 are included in the table below. No costs were allocated after July 1, 2021.

~~The following table presents allocated costs through June 30, 2021 and costs incurred directly by DT Midstream subsequent to June 30, 2021:~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Stock-based compensation expense $ 3 $ 2 $ 7 $ 5
Tax benefit 1 1 2 1

~~Restricted Stock Units~~

Restricted stock units awarded under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive shares of DT Midstream common stock, a cash payment, or any combination of cash and common stock at the end of the vesting period, which is generally ~~three~~ or four years. Restricted stock units are deemed to be equity awards. During the vesting period, the recipient of the restricted stock unit has no shareholder rights. During the period beginning on the grant date and ending on the vesting date, the number of restricted stock units will be increased, assuming full dividend reinvestment at the fair market value on the dividend payment date.

~~The restricted stock units are recorded at cost that approximates fair value on the grant date. The cost is amortized to compensation expense on a graded vesting schedule over the vesting period.~~

~~The following table summarizes DT Midstream's restricted stock unit activity for the nine months ended September 30, 2021:~~

Restricted
Stock Units Weighted Average
Grant Date
Fair Value
Balance at December 31, 2020 — $ —
Converted at Separation 102,043 35.53
Grants 356,481 43.22
Forfeitures — —
Balance at September 30, 2021 458,524 $ 41.51

~~DT Midstream, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~Performance Share Awards~~

Performance shares awarded under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive a cash payment, shares of common stock or a combination thereof. The final value of the award is determined by the achievement of certain performance objectives and market conditions. The awards vest at the end of a specified period, usually three years. The DT Midstream stock price and number of probable shares attributable to market conditions for such equity awards are fair valued only at the grant date. For the awards converted at the Separation, the grant date fair value was based on DTE Energy stock price and market conditions at grant date.

During the vesting period, the recipient of a performance share award has no shareholder rights. During the period beginning on the date the performance shares are awarded and ending on the certification date of the performance objectives, the number of performance shares awarded will be increased, assuming full dividend reinvestment at the fair market value on the dividend payment date. The cumulative number of performance shares will be adjusted to determine the final payment based on the performance objectives achieved. Performance share awards are nontransferable and are subject to risk of forfeiture.

~~The following table summarizes DT Midstream's performance share activity for the nine months ended September 30, 2021:~~

Performance Shares Weighted Average
Grant Date
Fair Value
Balance at December 31, 2020 — $ —
Converted at Separation 290,544 40.52
Forfeitures — —
Balance at September 30, 2021 290,544 $ 40.52

~~Unrecognized Compensation Costs~~

As of September 30, 2021, DT Midstream had $24 million of total unrecognized compensation cost related to non-vested stock incentive plan arrangements. The cost is expected to be recognized over a weighted-average period of 2.34 years.

DT Midstream, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 910 — SEGMENT AND RELATED INFORMATION

DT Midstream sets strategic goals, allocates resources, and evaluates performance based on the following structure:

Pipeline segment ~~formerly titled Pipeline and Other,~~ owns and operates interstate and intrastate natural gas pipelines, storage systems, and natural gas gathering lateral pipelines. The segment also has interests in equity method investees that own and operate interstate natural gas pipelines. The segment is engaged in the transportation and storage of natural gas for intermediate and end user customers. ~~The definition and composition of the segment was not impacted by the segment title change and remains consistent with prior periods.~~

Gathering segment owns and operates gas gathering systems. The segment is engaged in collecting natural gas from points at or near customers’ wells for delivery to plants for processing, to gathering pipelines for further gathering, or to pipelines for transportation, as well as associated ancillary services, including compression, dehydration, gas treatment, water impoundment, water storage, water transportation and sand mining.

Inter-segment billing for goods and services exchanged between segments is based upon contracted prices of the provider. Inter-segment billings were not significant for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

The following table presents financial data by business segment:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
		(millions)									(millions)
Operating Revenues:
Operating Revenues										Operating Revenues
Pipeline	Pipeline	$	77	$	72	$	227	$	185	Pipeline	$	77	$	75
Gathering	Gathering	135		131		390		361		Gathering	138		122
Total	Total	$	212	$	203	$	617	$	546	Total	$	215	$	197

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
(millions)
Net Income Attributable to DT Midstream by Segment:
Pipeline $ 41 $ 42 $ 127 $ 114
Gathering 33 59 93 129
Total $ 74 $ 101 $ 220 $ 243


	Three Months Ended
	March 31,
	2022		2021
	(millions)
Net Income Attributable to DT Midstream by Segment
Pipeline	$	48	$	42
Gathering	33		36
Total	$	81	$	78

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our results of operations and financial condition should be read in conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements and notes thereto, which are included in the ~~Registration Statement~~DT Midstream 2021 Annual Report on Form ~~10 (File No. 001-40392)as filed with the SEC on May 26, 2021~~10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the midstream industry and our business and financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors."

~~The Separation~~Our Business

~~On October 27, 2020, DTE Energy announced that its Board~~We are an owner, operator, and developer of ~~Directors had authorized~~an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities, and gathering systems and related treatment plants and compression and surface facilities. We also own joint venture interests in equity method investees which own and operate interstate pipelines, many of which have connectivity to our wholly owned assets.

Our core assets connect demand centers in the ~~separation~~Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to production areas of the ~~DTE midstream business, formerly known as DTE Gas Enterprises, LLC,~~Haynesville and ~~its consolidated subsidiaries ("DT Midstream", "we", "our", "us") from DTE Energy.~~

~~In June 2021, in order to facilitate the Separation and settle short-term borrowings due to DTE Energy, we issued long-term debt~~Marcellus/Utica dry natural gas formations in the ~~form of $2.1 billion senior notes~~Gulf Coast and ~~a $1.0 billion term loan facility. Using the debt proceeds, net of discount and issuance costs of $53 million, we made the following cash payments:~~Appalachian Basins, respectively.

•~~Settled Short-term borrowings due to DTE Energy as of June 30, 2021 of $2,537 million~~

•~~Settled Accounts Receivable due from DTE Energy and Accounts Payable due to DTE Energy as of June 30, 2021 for net cash of $9 million~~

•~~Provided a one-time special dividend to DTE Energy of $501 million~~The Separation

shareholders. Following the Separation on July 1, 2021, we became an independent public company listed under the symbol "DTM" on the NYSE. DTE Energy no longer retains any ownership in our company.

See Note 1, "Separation, Description of the Business, and Basis of Presentation" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP. The following sections provide ~~multiple, integrated natural gas services~~a detailed discussion of the operating performance and future outlook of our segments. Segment information, described below, includes intercompany revenues and expenses, as well as other income and deductions that are eliminated in the Consolidated Financial Statements.

In November 2020, the SEC issued a final rule to ~~customers through two primary segments: (i)~~modernize and simplify Management's Discussion and Analysis and certain financial disclosure requirements in SEC Regulation S-K. As permitted by this final rule, the analysis below reflects the optional approach to discuss results of operations in a sequential-quarter basis, which we believe will provide the most useful information to investors in assessing our quarterly results of operations going forward. Also, as required by the final rule, we have included the comparison of the current quarter to the prior-year quarter for this filing only, and we will cease to provide this comparison in future filings.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2022 to the three months ended December 31, 2021, or to the three months ended March 31, 2021, as applicable.

The following table summarizes our consolidated financial results:


	Three Months Ended
	March 31,		December 31,		March 31,
	2022		2021		2021
	(millions, except per share amounts)
Operating revenues	$	215	$	223	$	197
Net Income Attributable to DT Midstream	81		87		78
Diluted Earnings per Common Share	$	0.84	$	0.89	$	0.80

Operating revenues decreased compared to the three months ended December 31, 2021 in both our Pipeline ~~which includes~~and Gathering segments. Operating revenues increased compared to the three months ended March 31, 2021 in both our Pipeline and Gathering segments.


	Three Months Ended
	March 31,		December 31,		March 31,
	2022		2021		2021
	(millions)
Net Income Attributable to DT Midstream by Segment
Pipeline	$	48	$	51	$	42
Gathering	33		36		36
Total	$	81	$	87	$	78

Net income attributable to DT Midstream decreased $6 million compared to the three months ended December 31, 2021 due to lower earnings at both our Pipeline and Gathering segments. Net income attributable to DT Midstream increased $3 million compared to the three months ended March 31, 2021 due to higher earnings at our Pipeline segment, partially offset by lower earnings at our Gathering segment.

The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface ~~facilities,~~facilities. This segment also includes our equity method investments. Pipeline results and ~~(ii)~~outlook are discussed below:


	Three Months Ended
	March 31,		December 31,		March 31,
	2022		2021		2021
	(millions)
Operating revenues	$	77	$	80	$	75
Operation and maintenance	13		15		19
Depreciation and amortization	16		16		16
Taxes other than income	4		3		4

Operating Income	44		46		36
Interest expense	13		14		11
Interest income	—		—		(1)
Earnings from equity method investees	(36)		(36)		(32)
Other (income) and expense	—		—		(2)
Income Tax Expense	16		15		15
Net Income	51		53		45
Less: Net Income Attributable to Noncontrolling Interests	3		2		3
Net Income Attributable to DT Midstream	$	48	$	51	$	42

Operating revenues decreased $3 million compared to the three months ended December 31, 2021 primarily due to lower Stonewall Gas Gathering ~~which includes~~operating revenues as a result of decreased short-term contracts.

Operation and maintenance expense decreased $6 million compared to the three months ended March 31, 2021 primarily due to lower Separation related transaction costs of $5 million.

Earnings from equity method investees increased $4 million compared to the three months ended March 31, 2021 primarily due to higher revenue at NEXUS and Millennium Pipeline as a result of improved contracting.

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 future Haynesville system expansion (LEAP), completion of a new customer interconnection at Stonewall Gas Gathering, and additional growth related to our equity method investments.

The Gathering segment consists of our gathering systems and related treatment plants and compression and surface facilities. Gathering results and outlook are discussed below:


	Three Months Ended
	March 31,		December 31,		March 31,
	2022		2021		2021
	(millions)
Operating revenues	$	138	$	143	$	122
Operation and maintenance	48		51		31
Depreciation and amortization	26		26		25
Taxes other than income	4		2		3
Asset (gains) losses and impairments, net	—		—		(1)
Operating Income	60		64		64
Interest expense	18		17		15
Interest income	—		—		(2)
Other (income) and expense	—		1		1
Income Tax Expense	9		10		14
Net Income Attributable to DT Midstream	$	33	$	36	$	36

~~Our core assets connect demand centers~~Operating revenues decreased$5 million compared to the three months ended December 31, 2021 primarily due to lower Blue Union revenue and Susquehanna Gathering System production-related revenue. Operating revenues increased $16 million compared to the three months ended March 31, 2021 primarily due to higher Blue Union production-related revenue of $14 million and higher Appalachia Gathering System production-related revenue of $3 million.


Delaware						38-2663964
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)


		Page
	Definitions	1
	Filing Format	23
	Forward-Looking Statements	23
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	DT Midstream Con solidated Financial Stateme nts (Unaudited)	45
	Notes to Consolidated Financial Statements (Unaudited)	11
	Note 1 — Separation, Description of the Business, and Basis of Presentation	11
	Note 2 — Significant Accounting Policies	1715
	Note 3 — New Accounting Pronouncements	1916
	Note 4 — Revenue	1916
	Note 5 — ~~Fair Value~~Earnings Per Share and Dividends	2118
	Note 6 — In come Taxes	19
	Note 7 — Fa ir Value	19
	Note 8 — Debt	20
	Note 9 — Commitments and Contingencies	22
	Note 7 10 — ~~Commitments~~Segment and ~~Contingencies~~Related I nformation	23
	~~Note 8~~ — ~~Stock-~~B ~~ased Compensation~~	24
	~~Note~~ 9 ~~— Segment and Related Information~~	27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2824
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3532
Item 4.	Controls and Procedures	3633
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3734
Item 1A.	Risk Factors	3734
Item 2.	Purchases of DTM Equity Securities by the Issuer and Affiliated Purchasers	34
Item 6.	Exhibits	3835
	Signatures	3936


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance at December 31, 2020	—	$	—
Converted at Separation	102,043	35.53
Grants	356,481	43.22
Forfeitures	—	—

Balance at September 30, 2021	458,524	$	41.51


	Performance Shares	Weighted Average Grant Date Fair Value
Balance at December 31, 2020	—	$	—
Converted at Separation	290,544	40.52

Forfeitures	—	—

Balance at September 30, 2021	290,544	$	40.52


	Number of Shares Purchased (a)	Average Price Paid per Share (a)		Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Average Price Paid per Share		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1-31, 2022	—	$	—	—	$	—	—
February 1-28, 2022	—	—		—	—		—
March 1-31, 2022	57,445	$	55.00	57,445	$	55.00	67,555
Total	57,445			57,445


Exhibit Number						Description

						(i) Exhibits incorporated by reference:

3.1						Amended and Restated Certificate of Incorporation of DT Midstream, Inc., effective July 1, 2021 (Exhibit 3.1 to DT Midstream's Form 8-K filed July 1, 2021)

3.2						Amended and Restated Bylaws of DT Midstream, Inc., effective July 1, 2021 (Exhibit 3.2 to DT Midstream's Form 8-K filed July 1, 2021)

4.1						Indenture, dated as of June 9, 2021, among DT Midstream, Inc., the Guarantors and U.S. Bank National Association, as trustee. (Exhibit 4.1 to DT Midstream's Form 8-K filed June 10, 2021)

4.2						Indenture, dated as of April 11, 2022, among DT Midstream, Inc., the Guarantors and U.S. Bank Trust Company, National Association, as trustee. (Exhibit 4.1 to DT Midstream's Form 8-K filed April 11, 2022)

4.3						Pari Passu Intercreditor Agreement, dated as of April 11, 2022, among DT Midstream, Inc., the Guarantors, Barclays Bank PLC, as Credit Agreement Agent, and U.S. Bank Trust Company, National Association, as Notes Collateral Agent. (Exhibit 4.2 to DT Midstream's Form 8-K filed April 11, 2022)

						(ii) Exhibits filed herewith:

31.1						Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report

31.2						Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report

101.INS						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						XBRL Taxonomy Extension Schema

101.CAL						XBRL Taxonomy Extension Calculation Linkbase

101.DEF						XBRL Taxonomy Extension Definition Database

101.LAB						XBRL Taxonomy Extension Label Linkbase

101.PRE						XBRL Taxonomy Extension Presentation Linkbase

~~101~~104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

						(iii) Exhibits furnished herewith:

32.1						Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report

32.2						Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report


Date:	~~November~~May 5, ~~2021~~2022
			DT MIDSTREAM, INC.

		By:	/S/ JEFFREY A. JEWELL
			Jeffrey A. Jewell Chief Financial and Accounting Officer
			(Duly Authorized Officer)