Separation, Description of the Business, and Basis of Presentation | SEPARATION, DESCRIPTION OF THE BUSINESS, AND BASIS OF PRESENTATION The Separation On October 27, 2020, DTE Energy announced that its Board of Directors had authorized the separation of the DTE midstream business, formerly known as 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. 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 June 30, 2020 and a corporation with stockholder’s equity as of June 30, 2021, Consolidated Statements of Changes in Stockholder’s Equity/Member’s Equity are presented as of June 30, 2021 and June 30, 2020. 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 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 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. Following the Separation on July 1, 2021, DT Midstream became an independent public company listed under the symbol "DTM" on the NYSE and 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 that will continue after the Separation. These agreements include certain pipeline, gathering, and storage services and operating and maintenance agreements. 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 two 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 also has 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 Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins, respectively. Basis of Presentation DT Midstream has historically operated as a consolidated entity of DTE Energy and not as a standalone company. The Consolidated Financial Statements and Notes to Consolidated Financial Statements included herein are prior to the Separation and thus are 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 financial statements may not include all expenses that would have been incurred had DT Midstream existed as a standalone entity. DT Midstream is the parent holding company for the legal entities included in the Separation; therefore, these financial statements are presented on a consolidated basis. 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 June 30, 2021, results of operations for the three and six months ended June 30, 2021 and 2020, statement of changes in stockholder's equity/member's equity for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. The balance sheet as of December 31, 2020 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. 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 on Form 10 (File No. 001-40392) as filed with the SEC on May 26, 2021. Cost Allocations The Consolidated Financial Statements of DT Midstream include general corporate expenses of DTE Energy that have historically been allocated monthly to DT Midstream and classified within the appropriate Statement of Operations line item. Corporate allocations include expenses related to labor and benefits, professional fees, shared assets and other expenses related to DTE Energy's corporate functions that provided support to DT Midstream. The allocation methodology utilized for purposes of this carve-out 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. Effective July 1, 2021, with the completion of the Separation, DT Midstream no longer receives corporate allocations from DTE Energy. DTE Energy support services are provided through the TSA. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (millions) Operation and maintenance $ 16 $ 6 $ 32 $ 12 Total corporate allocations $ 16 $ 6 $ 32 $ 12 Corporate allocations for the three and six months ended June 30, 2021 include approximately $9 million and $19 million, respectively, of Separation related transaction costs for legal, accounting, auditing and other professional services DTE Energy incurred for the benefit of DT Midstream. DT Midstream expects to directly incur additional transaction costs in the third quarter in conjunction with the completed Separation. Cash Management Historically, DT Midstream’s sources of liquidity included cash generated from operations and, prior to the Separation, 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. After the Separation, our sources of liquidity include cash generated from operations and available borrowings under our Revolving Credit Facility. The 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 are 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 receivables 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, and had $3,047 million in external debt at June 30, 2021. See Note 6, "Debt" for further information regarding the external debt issuances. Prior to June 2021, 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 $17 million and $29 million for the three months ended June 30, 2021 and 2020, respectively and $43 million and $58 million for the six months ended June 30, 2021 and 2020, respectively. 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. Effective July 1, 2021, DT Midstream no longer participates in the cash management program and the working capital loan agreement was terminated. Income Taxes During the periods presented in the Consolidated Financial Statements, the results of DT Midstream’s operations were included in the consolidated federal income tax return and in a number of consolidated 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 between DT Midstream and DTE Energy under the Tax Matters Agreement related to income taxes for the first half of 2021 prior to the Separation. The income tax provision included in these Consolidated Financial Statements has been computed on a stand-alone basis as if DT Midstream filed separate federal, state, local, and foreign income tax returns for the periods presented, which is referred to as the separate return method. Use of the separate return method may result in differences in the DT Midstream standalone tax provisions and related deferred tax assets and liabilities as compared to the corresponding amounts for DT Midstream as presented in the DTE Energy Consolidated Financial Statements. Consequently, certain income taxes currently payable or receivable are deemed to have been contributed to or distributed from DT Midstream, through Stockholder's Equity/Member's Equity, in the period that the liability or asset arose. DT Midstream’s income taxes, as presented in the carve-out 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. A VIE refers to entities in which DT Midstream has a controlling influence regardless of the amount of ownership interests. 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 VIE, which owns and operates midstream natural gas assets. SGG 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, therefore SGG is consolidated. DT Midstream owns a 50% interest in the South Romeo VIE and is the primary beneficiary, therefore South Romeo is consolidated. The following table summarizes the major items in the Consolidated Statements of Financial Position for consolidated VIEs as of June 30, 2021 and December 31, 2020. 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. Amounts for consolidated VIEs are as follows: June 30, December 31, 2020 (millions) ASSETS (a) Cash $ 27 $ 34 Accounts receivable — third party 9 8 Other current assets 1 2 Intangible assets, net 520 527 Property, plant and equipment, net 407 411 Goodwill 25 25 $ 989 $ 1,007 LIABILITIES (a) Accounts payable and other current liabilities $ 3 $ 2 Other noncurrent liabilities 4 5 $ 7 $ 7 _____________________________________ (a) Amounts shown are 100% of the consolidated VIEs' assets and liabilities. DT Midstream has a variable interest in NEXUS. NEXUS is a VIE as it has insufficient equity at risk to finance its activities. DT Midstream is not the primary beneficiary, as the power to direct significant activities is shared between the owners of the equity interests. DT Midstream accounts 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. 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 to fund for joint development activities. See Note 2, "Significant Accounting Policies – Financing Receivables " for additional discussion. Amounts for non-consolidated VIEs are as follows: June 30, December 31, 2020 (millions) Investments in equity method investees $ 1,345 $ 1,349 Notes receivable — current 6 11 Notes receivable — noncurrent 5 15 Future funding commitments $ 17 $ 21 Related Parties Transactions between DT Midstream and DTE Energy, as well as transactions between DT Midstream and its equity method investees, have been presented as related party transactions in the accompanying Consolidated Financial Statements. 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. As of June 30, 2021 and December 31, 2020, DT Midstream’s share of the underlying equity in the net assets of the investees exceeded the carrying amounts of Investments in equity method investees by $11 million and $13 million, respectively. The difference will be amortized over the life of the underlying assets. As of June 30, 2021 and December 31, 2020, DT Midstream's consolidated retained earnings balance includes undistributed earnings from equity method investments of $88 million and $94 million, respectively. Equity method investees are described below: Investments As of % Owned As of June 30, December 31, 2020 June 30, December 31, 2020 Equity Method Investee (millions) NEXUS $ 1,345 $ 1,349 50% 50% Vector Pipeline 135 134 40% 40% Millennium Pipeline 206 208 26% 26% Total investments in equity method investees $ 1,686 $ 1,691 For further information by segment, see Note 8, "Segment and Related Information." The following table presents summarized financial information of non-consolidated equity method investees in which DT Midstream owns 50 percent 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (millions) Operating revenues $ 179 $ 168 $ 366 $ 352 Operating expenses 95 98 189 193 Net Income $ 75 $ 62 $ 159 $ 142 |