United States securities and exchange commission logo
August 2, 2022
Jeffrey Jewell
Chief Financial and Accounting Officer
DT Midstream, Inc.
500 Woodward Ave.
Suite 2900
Detroit, MI 48226-1279
Re: DT Midstream, Inc.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed February 25,
2022
File No. 001-40392
Dear Mr. Jewell:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Business and Properties, page 5
1. Please expand your
disclosure to address the suitability, adequacy, productive capacity,
and extent of
utilization of your principal physical properties for each period to comply
with Instruction 1 to
Item 102 of Regulation S-K.
Management's Discussion and Analysis
Results of Operations, page 40
2. Please expand your
discussion and analysis to address changes in revenues with reference
to both volumes and
prices to comply with Item 303(b)(2)(iii) of Regulation S-K.
For example, quantify
the volumes gathered, stored and transported for each period,
address the reasons for
material changes in volumes, and provide similar commentary on
Jeffrey Jewell
DT Midstream, Inc.
August 2, 2022
Page 2
the effects of material changes in unit prices as may pertain to
revenues reported for the
Pipeline and Gathering segments.
Financial Statements
Note 1 - Separation, Description of the Business, and Basis of Presentation,
page 60
3. We note that you report a change in capital structure in which DTE Gas
Enterprises, LLC
was converted into a Delaware corporation with the issuance of 1,000
common shares to
replace the member interests on January 13, 2021, and that an
incremental 96,731,466
common shares were issued to the parent or its shareholders, either
prior to or in
connection with the spin-off on July 1, 2021.
We see that you have given retrospective treatment to the issuance of
these shares in
computing and presenting EPS for all periods, consistent with the
guidance pertaining to
changes in capital structure in FASB ASC 260-10-55-12. However, you
have taken a
different approach in the Balance Sheets and Statements of Changes in
Stockholders
Equity on pages 57 and 59, which appears to be contrary to the
guidance in SAB Topic
4:C, Rule 3-04 of Regulation S-X, and FASB ASC 250-10-45-21.
Tell us how you propose to resolve these inconsistencies considering
the requirements
mentioned above in amendments to your annual and subsequent interim
reports, or explain
to us why you believe this guidance would not apply to you, if this is
your view.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or
Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
FirstName LastNameJeffrey Jewell Sincerely,
Comapany NameDT Midstream, Inc.
Division of
Corporation Finance
August 2, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName