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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
dtm-20221231_g1.gif
Commission File Number: 001-40392
DT Midstream, Inc.
Delaware38-2663964
(State or other jurisdiction of incorporation or organization)(I.R.S Employer Identification No.)
Registrant's address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279
Registrant's telephone number, including area code: (313) 402-8532
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Common stock, par value $0.01DTMNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes ☒    No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     Yes ☐    No ☒
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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
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☐
☐
☐
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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 filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐ No ☒
On June 30, 2022, the aggregate market value of DT Midstream's voting common stock was approximately $4.7 billion (based on the New York Stock Exchange closing price on such date).
Number of shares of common stock outstanding at February 10, 2023:
DescriptionShares
Common stock, par value $0.0196,888,357 
DOCUMENTS INCORPORATED BY REFERENCE
Certain information in DT Midstream's definitive Proxy Statement for its 2023 Annual Meeting of Common Shareholders to be held May 5, 2023, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the registrant’s fiscal year covered by this report on Form 10-K, is incorporated herein by reference to Part III (Items 10, 11, 12, 13, and 14) of this Form 10-K.



TABLE OF CONTENTS
Page



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

Appalachia Gathering System
A 139-mile pipeline delivering Marcellus shale gas to the Texas Eastern Pipeline and Stonewall Gas Gathering
ASUAccounting Standards Update issued by the FASB
Bcf/dBillion cubic feet of natural gas per day
Birdsboro Pipeline
A 14-mile interstate pipeline delivering gas supply to a gas-fired power plant in Pennsylvania
Blue Union
Blue Union Gathering System, a 355-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 and two compression facilities gathering Marcellus shale gas to the Millennium Pipeline and the Tennessee Pipeline
Columbia PipelineColumbia Gas Transmission, LLC, owned by TC Energy Corporation
COVID-19Coronavirus disease of 2019
Credit AgreementDT Midstream's Credit Agreement provides for the Term Loan Facility and Revolving Credit Facility
Distribution
Pro rata distribution to DTE Energy shareholders of all the outstanding common stock of DT Midstream upon the Separation
DT Midstream
DT Midstream, Inc., and its consolidated subsidiaries
DTE EnergyDTE Energy Company, the consolidating entity of DT Midstream prior to the Separation
EPAU.S. Environmental Protection Agency
ESGEnvironmental, social and corporate governance
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
GAAPGenerally Accepted Accounting Principles in the United States
Generation Pipeline
A 25-mile intrastate pipeline located in northern Ohio and owned by NEXUS
Haynesville SystemSystem is comprised of LEAP, Blue Union and associated facilities
Information Statement
Information Statement filed as Exhibit 99.1 to the Form 10 in connection with the Separation, as filed with the Securities and Exchange Commission on May 26, 2021
LDCsLocal distribution companies
LEAP
Louisiana Energy Access Project gathering lateral pipeline, a 155-mile pipeline gathering Haynesville shale gas to markets in the Gulf Coast region
LIBORLondon Inter-Bank Offered Rates
LNG
Liquefied natural gas
Michigan Gathering System
A 328-mile pipeline system in northern Michigan
Millennium Pipeline
A 263-mile interstate pipeline and compression facilities owned by Millennium Pipeline Company, LLC serving markets in the northeast and supply from the northeast Marcellus region. Historically, DT Midstream owned a 26.25% interest in Millennium Pipeline. On October 7, 2022, DT Midstream purchased an additional 26.25% interest, which increased DT Midstream's total ownership interest to 52.50%
MVCsMinimum volume commitments
National GridNational Grid Millennium LLC
NYSENew York Stock Exchange
1


DEFINITIONS
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 (ii) Generation Pipeline, in which DT Midstream owns a 50% interest
Project Canary
Project Canary, a Denver-based Public Benefit Corp, is a provider of independent environmental performance certification and continuous emissions monitoring technology
Revolving Credit Facility
DT Midstream's secured revolving credit facility issued under the Credit Agreement
SECSecurities and Exchange Commission
SeparationThe separation and spin-off of DT Midstream from DTE Energy, effective July 1, 2021
Separation and Distribution Agreement
The Separation and Distribution Agreement with DTE Energy was established before the Distribution to set forth DT Midstream's agreements with DTE Energy regarding the principal actions to be taken in connection with the Separation, as well as other agreements that govern aspects of DT Midstream's relationship with DTE Energy following the Separation
SOFRSecured Overnight Financing Rate
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
Southwestern EnergySouthwestern Energy Company and/or its affiliates
Stonewall Gas Gathering
Stonewall Gas Gathering Lateral Pipeline, a 68-mile pipeline in which DT Midstream owns an 85% interest, gathering Marcellus/Utica natural gas 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 PipelineTennessee Gas Pipeline Company, LLC, owned by Kinder Morgan, Inc.
Term Loan FacilityDT Midstream's term loan facility issued under the Credit Agreement
Texas Eastern Pipeline
Texas Eastern Transmission, LP, owned by Enbridge Inc.
Tioga Gathering System
A 3-mile pipeline delivering production gas to the Dominion Transmission interconnect
Topic 606FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended
U.S.United States of America
USDUnited 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
VIEVariable Interest Entity
Washington 10 Storage Complex
A storage system located in Michigan with 94 Bcf of storage capacity, in which DT Midstream owns a 91% interest
2029 NotesSenior unsecured notes of $1.1 billion in aggregate principal amount due June 2029
2031 NotesSenior unsecured notes of $1.0 billion in aggregate principal amount due June 2031
2032 NotesSenior secured notes of $600 million in aggregate principal amount due April 2032


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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," 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:
•changes in general economic conditions, including increases in interest rates and the impact of inflation on our business;
•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 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 finance, complete, or successfully integrate acquisitions;
•the price and availability of debt and equity financing;
•restrictions in our existing and any future credit facilities and indentures;
•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, and any related economic effects;
•the ongoing conflict between Russia and Ukraine, including resulting commodity price volatility and risk of cyber-based attacks;
•labor relations and markets, including the ability to attract, hire and retain key employee and contract personnel;
•large customer defaults;
•changes in tax status, as well as changes in tax rates and regulations;
•ability to develop low carbon business opportunities and deploy greenhouse gas reducing technologies;
•the effects of existing and future laws and governmental regulations;
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FORWARD-LOOKING STATEMENTS
•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 Separation as a tax-free Distribution; and
•the allocation of tax attributes from DTE Energy in accordance with the Tax Matters Agreement.
The above list of factors is not exhaustive. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause actual results to vary materially from those stated in forward-looking statements. 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.
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PART I

Items 1. and 2. Business and Properties
General
DT Midstream was incorporated in the state of Delaware in 2021. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to such reports are available free of charge through the Investors page of DT Midstream's website: www.dtmidstream.com, as soon as reasonably practicable after they are filed with or furnished to the SEC. Additionally, the public may read and copy any materials the Registrant files electronically with the SEC at www.sec.gov.
The DT Midstream Code of Conduct, Board of Directors' Code of Ethics, Board of Directors' Governance Guidelines, Board of Directors' Committee Charters, and Categorical Standards for Director Independence are also posted on DT Midstream's website. The information on DT Midstream's website is not part of this report or any other report that DT Midstream files with, or furnishes to, the SEC.
Business Overview
We are an owner, operator, and developer of 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 including related treatment plants and compression and surface facilities, and gathering systems including related treatment plants, and compression and surface facilities. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.
Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin, and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation. We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, LDCs, electric power generators, industrials, and national marketers.
We believe that our properties are generally in good condition, well maintained and are suitable and adequate to carry on our business at capacity for the foreseeable future.
The Separation
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. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
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2022 Executive Summary
During the year ended December 31, 2022, DT Midstream's accomplishments and business developments included:
•Attained Net Income Attributable to DT Midstream of $370 million for the year ended December 31, 2022;
•Declared total cash dividends of $2.56 per common share for the year ended December 31, 2022;
•Continued the Haynesville System expansion (LEAP) and reached the final investment decision on phases 2 and 3;
•Purchased an additional 26.25% ownership interest in Millennium Pipeline from National Grid for $552 million;
•Placed into service the Stonewall Gas Gathering and Appalachia Gathering System expansions and executed agreements to further expand the Appalachia Gathering System;
•Issued senior secured notes in aggregate principal amount of $600 million and used the net proceeds of $593 million to partially repay indebtedness under our Term Loan Facility;
•Amended the Credit Agreement to increase the Revolving Credit Facility commitments by $250 million to aggregate commitments of $1.0 billion and extend the maturity date to October 2027;
•Named the top-rated company in the MASTIO 8th edition industry-wide Midstream Customer Value and Loyalty Benchmarking Study;
•Published our inaugural Corporate Sustainability Report in the second quarter 2022. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K; and
•Advanced carbon capture and sequestration in Louisiana through filing the Class VI well permit application with the EPA in the fourth quarter 2022.

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Our Strategy
Our principal business objective is to safely and reliably operate and develop natural gas assets across our premier footprint. Our proven leadership and highly engaged employees have an excellent track record. Prospectively, we intend to continue this track record by executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Additionally, we intend to develop low carbon business opportunities and deploy greenhouse gas reducing technologies as part of our goal of being leading environmental stewards in the midstream industry, and we are executing on a plan to achieve net zero carbon emissions by 2050.
Our strategy is premised on the following principles:
•Disciplined capital deployment in assets supported by strong fundamentals. New capital spending will continue to go through a rigorous review process to ensure that it is accretive and deployed to assets serving high quality, low cost resources with proximity to strong demand centers, meeting our strategic criteria and expected returns.
•Capitalize on asset integration and utilization opportunities. We intend to leverage the scale and scope of our large asset platforms, our services, and our capabilities to increase efficiency across our portfolio and in the strategically situated natural gas basins in which we operate.
•Pursue economically attractive opportunities. We intend to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships with our customers.
•Grow cash flows supported by long-term firm service revenue contracts. We will continue pursuing opportunities that increase the demand-based component of our contract portfolio and will focus on obtaining additional long-term firm service commitments from customers, which may include fixed demand charges, MVCs and acreage dedications.
•Provide exceptional service to our customers. We will continue to provide safe, highly reliable, timely and cost-competitive service, which is a key distinguishing competitive advantage.
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Our Operations and Business Segments
DT Midstream sets strategic goals, allocates resources, and evaluates performance based on the following two segments: Pipeline and Gathering. For financial information by segment for the last three years, see Note 14, "Segment and Related Information," to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Southwestern Energy accounted for approximately 65% of our operating revenues for the year ended December 31, 2022. Our operating revenues do not include revenues of unconsolidated joint ventures accounted for as equity method investments.
Pipeline Segment
Description
Our Pipeline segment includes our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines including related treatment plants and compression and surface facilities. The Pipeline segment also includes joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets. Our subsidiary companies own and operate these types of assets across multiple states and eastern Canada.
Our interstate pipelines are FERC-regulated assets that transport natural gas from interconnected pipelines to power plants, LDCs and industrial end users as well as interconnected pipelines for delivery to additional markets. Our intrastate pipelines are typically state-regulated assets that transport natural gas from interconnected pipelines to power plants, LDCs and industrial end users. Our lateral pipelines are assets that gather natural gas for our customers from multiple central delivery points within a basin and redeliver that natural gas to interstate or intrastate pipelines for downstream transportation and, accordingly, perform a gathering function not subject to FERC jurisdiction. Our storage systems provide natural gas storage services for customers, subject to FERC jurisdiction.
Revenues and Earnings from Equity Method Investees
DT Midstream primarily provides two types of pipeline and storage services: firm service and interruptible service. Firm service revenue contracts are typically long-term and structured using fixed demand charges or MVCs with fixed deficiency fee rates. This provides for fixed revenue commitments regardless of actual volumes of natural gas that flow, which leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations. For the year ended December 31, 2022, approximately 79% of our Pipeline revenue was generated under firm service revenue contracts. Approximately 94% of the revenues of our unconsolidated joint ventures are generated under firm service revenue contracts. The earnings of our unconsolidated joint ventures are included in earnings from equity method investees in our Consolidated Statements of Operations. Interruptible service revenue contracts typically contain fixed rates, with total consideration dependent on actual natural gas volumes that flow.
For the year ended December 31, 2022, revenue from the Pipeline segment accounted for approximately 37% of our consolidated revenues. The cash flows from our Pipeline operations can be impacted in the short term by seasonality, weather fluctuations and the financial condition of our customers.
Competition
Our Pipeline operations compete for customers primarily based on geographic location, which determines connectivity and proximity to supply sources and end users, as well as price, operating reliability and flexibility, available capacity, and service offerings. Our primary competitors in the natural gas interstate pipelines and transmission market and in the lateral pipelines market include major interstate pipelines and midstream companies that can transport and gather natural gas volumes between interstate systems and between central delivery points within a basin, respectively.

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Properties
The following table presents certain information concerning our principal properties included in the Pipeline Segment:
Property Classification% OwnedOperator
Capacity (Bcf/d)
Compression Horsepower
DescriptionLocation
Pipeline
FERC-Regulated Interstate Pipelines
NEXUS (a)
50%No1.4 99,137 
256-mile pipeline and three compression facilities transporting Utica and Marcellus shale gas to Ohio, Michigan and Ontario market centers. NEXUS owns 100% of Generation Pipeline
OH and MI
Vector Pipeline (a)
40%No2.8 120,000 
348-mile pipeline and five compression facilities connecting Illinois, Michigan and Ontario market centers
IL, IN, MI and Ontario
Millennium Pipeline (a)
52.5%No1.9 84,389 
263-mile pipeline and compression facilities serving markets in the northeast and supply from the northeast Marcellus region
NY
Birdsboro Pipeline100%Yes0.2 — 
14-mile pipeline delivering gas supply to a gas-fired power plant in Pennsylvania
PA
Intrastate Pipelines
Generation Pipeline50%No0.4 — 
25-mile pipeline located in northern Ohio and owned by NEXUS
OH
FERC-Regulated Storage System
Washington 10 Storage Complex (b)
91%YesN/A26,205 
94 Bcf of storage capacity and associated compression facilities
MI
Lateral Pipelines
Bluestone100%Yes1.2 36,720 
65-mile pipeline and two compression facilities gathering Marcellus shale gas to the Millennium Pipeline and the Tennessee Pipeline
PA and NY
LEAP100%Yes1.0 — 
155-mile pipeline gathering Haynesville shale gas to markets in the Gulf Coast region
LA
Stonewall Gas Gathering85%Yes1.5 — 
68-mile pipeline gathering Marcellus/Utica natural gas to the Columbia Pipeline
WV
__________________________________
(a)We account for our ownership interest in these properties as equity method investments in accordance with GAAP. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
(b)The Washington 10 Storage Complex includes 16 Bcf of leased capacity from Washington 28 Storage which is held by a joint venture, South Romeo, in which DT Midstream owns a 50% interest.
Business Updates
On October 7, 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium Pipeline from National Grid. The transaction was financed with cash on hand and available capacity under the Company's Revolving Credit Facility. The purchase constituted National Grid's full ownership interests in Millennium Pipeline, and, brought DT Midstream's total ownership interest in Millennium Pipeline to 52.50%. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
During 2022, DT Midstream continued the LEAP expansion and reached the final investment decision on phases 2 and 3. The LEAP expansion phases 2 and 3 will increase the capacity to 1.9 Bcf/d and will provide access to LNG export terminals. DT Midstream also placed into service the Stonewall Gas Gathering expansion.
Capital expenditure investments for these expansion projects have been contemplated in our forecasted capital expenditures discussed under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Investments of this Form 10-K.

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Gathering Segment
Description
Our Gathering segment includes gathering systems, related treatment plants, and compression and surface facilities. Our subsidiary companies own and operate these types of assets across multiple states.
Our natural gas gathering systems primarily consist of networks of pipelines that collect natural gas from points at or near our customers’ wells for delivery to plants for treating, to gathering pipelines for further gathering, or to pipelines for transportation. Natural gas is moved from the receipt points to the central delivery points on our gathering systems. We provide other ancillary services within our Gathering segment, including compression, dehydration, gas treatment, water impoundment, water transportation, water disposal, and sand mining. Our gathering systems provide a gathering function and are therefore not subject to FERC jurisdiction. Our gathering business has significant infrastructure within our customers' production acreage that is contractually dedicated to DT Midstream to provide gathering services.
Revenues
Our Gathering segment typically has firm revenue contracts that are long-term and structured using fixed demand charges or MVCs with fixed deficiency fee rates. This provides for fixed revenue commitments regardless of actual volumes of natural gas that flow, which leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations. Additional revenues are generated from proved developed producing reserves connected to our assets, which we refer to as "flowing gas." For the year ended December 31, 2022, 68% and 20% of our Gathering revenue was generated under firm revenue contracts and flowing gas, respectively. Together, revenues generated under firm revenue contracts and flowing gas account for approximately 88% of our Gathering revenue.
For the years ended December 31, 2022 and 2021, average throughput from the Gathering segment was 3.1 Bcf/d and 2.8 Bcf/d, respectively. For the year ended December 31, 2022, revenue from the Gathering segment accounted for approximately 63% of our consolidated revenue.
Competition
Our Gathering operations compete for customers based on reputation, operating reliability and flexibility, price and service offerings, including interconnectivity to producer-desired takeaway options (i.e., processing facilities and pipelines). We mitigate the risk of competition by signing acreage dedications, entering firm revenue contracts, expanding treating capacity and expanding our systems to desirable production basins. Competition customarily is impacted by the level of drilling activity in a particular geographic region. Our primary competitors include other independent midstream companies with gathering operations and producer owned systems.
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Properties
The following table presents certain information concerning our principal properties included in the Gathering Segment:
Property Classification% OwnedOperator
Capacity (Bcf/d)
Compression Horsepower
DescriptionLocation
Gathering
Susquehanna Gathering System
100%Yes1.4 97,005 
198-mile pipeline delivering Marcellus shale gas production to Bluestone
PA
Blue Union100%Yes2.2 55,000 
355-mile gathering system delivering shale gas production from the Haynesville formation of Louisiana to markets in the Gulf Coast region; ancillary services include water impoundment, water transportation. water disposal, and sand mining
LA and TX
Appalachia Gathering System
100%Yes0.9 60,680 
139-mile pipeline delivering Marcellus shale gas to the Texas Eastern Pipeline and Stonewall Gas Gathering
PA and WV
Tioga Gathering System100%Yes0.1 — 
3-mile pipeline delivering production gas to the Dominion Transmission interconnect
PA
Michigan Gathering System100%Yes0.8 2,400 
328-mile pipeline system in northern Michigan
MI
Business Updates
During 2022, DT Midstream continued the Blue Union expansion that will increase the capacity to over 2.6 Bcf/d. DT Midstream also placed into service the Appalachia Gathering System expansion and executed agreements to further expand the Appalachia Gathering System. Additionally during 2022, DT Midstream continued the conversion of the Michigan Gathering System to dry gas transmission service and completed construction in early 2023.
Capital expenditure investments for these expansion projects have been contemplated in our forecasted capital expenditures discussed under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Investments of this Form 10-K.
Pipeline and Gathering Rights-of-Way
We obtain satisfactory title to the properties we own and use in our businesses, subject to liens for current taxes, liens incident to minor encumbrances, and easements and restrictions, which do not materially detract from the value of such property, the interests in those properties or the use of such properties in our businesses. Our storage facilities, treating and processing plants, compressor stations, offices and related facilities are located on real property owned or leased by us. In some cases, the real property we lease is on federal, state or local government land.
We typically obtain and maintain rights to construct and operate the pipelines on other people’s land under agreements that are perpetual or provide for renewal rights. Our pipelines are constructed on rights-of-way granted by the current record owners of such property. In many instances, lands over which rights-of-way have been obtained are subject to prior liens that have not been subordinated to the right-of-way grants. All record owners have joined in the right-of-way grants and signatures have been obtained, except in unusual cases where title is unclear and requires additional investigation.
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Human Capital Resources

DT Midstream recognizes that being agile and innovative is necessary for our continued growth. After the Separation, DTM has continued to build out our workforce to support our corporate and operational functions as an independent public company. We currently employ 362 employees, all of whom are employed full-time, exclusive of our student intern program. All of our employees are in the U.S., with our headquarters in Detroit and office locations in Pennsylvania, West Virginia, Louisiana, and Texas. None of our employees are covered by collective bargaining agreements. We believe that our employee relations are good.
Diversity, Equity, and Inclusion (DEI)
DT Midstream is committed to building a diverse, empowered, and engaged team that delivers safe and reliable service to our customers. Rather than having DEI solely as a stand-alone program, we integrate these practices into our overall operating model. We review DEI performance in several ways:
•Diversity of interviewees, hires, high potential talent, and leadership promotions;
•Workforce representation of women, minorities, and employees with disabilities based on voluntary self-identification information; and
•Employee engagement, including specific programs focused on a culture of belonging.
Health and Safety
The health and safety of people, including our employees, contractors, customers, and the communities we serve is our top priority. Our safety culture is maintained and strengthened by our safety team, which monitors events, compliance, and training activities.
We monitor our safety performance with leading and lagging indicators, such as safety observations, near-misses and the Occupational Safety and Health Administration recordable injury metrics.
Compensation and Benefits Description
Our human capital resources objectives include recruiting, incentivizing, fostering belonging, and retaining top talent. To achieve this, we offer our employees competitive compensation packages, annual and long-term incentive programs, defined contribution retirement savings plans and an employer contribution match, as well as paid time off, medical, dental, vision and other employee benefits. We review our compensation practices annually to ensure that pay is fair and internally equitable. For additional information on the metrics used in our incentive plans, please see the "Annual and Long-term Incentives" section of our Proxy Statement.
In 2022, our human resource professionals worked with external compensation consultants to refine our compensation structure to ensure competitive, market-driven pay ranges by job classification, which enables us to recruit candidates and retain current employees based on objective factors like years of experience and strength of relevant skills.
For additional information on our approach to managing our human capital resources, see our 2022 Corporate Sustainability Report on our website. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.

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Regulatory Environment
Our operations and investments are subject to extensive regulation by United States federal, state and local authorities. In addition, NEXUS and the Vector Pipeline are subject to applicable laws, rules, and regulations in Canada.
FERC Regulation
Many of our business operations are subject to extensive regulation by the FERC under the Natural Gas Act, the Natural Gas Policy Act and regulations, rules and policies promulgated under those and other statutes. Specifically, the Vector Pipeline, the Millennium Pipeline, the Birdsboro Pipeline, the NEXUS Gas Transmission Pipeline, and the Washington 10 Storage Complex are subject to the FERC's Natural Gas Act authority and provide interstate natural gas transportation or storage services in accordance with their FERC-approved tariffs. Generally, the FERC’s authority with respect to natural gas extends to:
•rates and charges for interstate pipelines and storage facilities as well as intrastate pipelines and storage facilities providing service in interstate commerce;
•certification and construction of new interstate pipelines and storage services and facilities and expansion of such facilities;
•abandonment of interstate pipelines and storage services and facilities;
•maintenance of accounts and records;
•relationships between pipelines and certain affiliates;
•terms and conditions of services and service contracts with customers;
•depreciation and amortization rates and policies; and
•acquisitions and dispositions of interstate pipelines and storage facilities.
The FERC regulates the rates and charges for pipelines and storage in interstate commerce. Under the Natural Gas Act, rates charged by interstate pipelines must be just, reasonable, and not unduly discriminatory or preferential.
The recourse rate is the maximum rate an interstate pipeline may charge for its services under its tariff. It is established through the FERC’s cost-of-service ratemaking process. Generally, the maximum filed recourse rates for interstate pipelines are based on the cost of providing that service including recovery of and a return on the pipeline’s cost of capital. Key determinants in the ratemaking process include the costs of providing service, the volumes of gas being transported or stored, the rate design, the allocation of costs between services, the capital structure, the depreciation rate and the rate of return a natural gas company is permitted to earn.
The maximum applicable recourse rates and terms and conditions for service on an interstate natural gas pipeline are set forth in the pipeline’s FERC-approved tariff unless market-based rates have been approved by the FERC. Rate design and the allocation of costs also can affect a pipeline’s profitability. While the ratemaking process establishes the recourse rate, interstate pipelines such as some of our pipelines and storage systems are permitted to charge discounted rates, which are lower than the recourse rates, without further FERC authorization down to the minimum rate set forth in the tariff for the applicable service. Changes to recourse rates or terms and conditions of service and contracts can be proposed by a pipeline company under Section 4 of the Natural Gas Act. Rate increases proposed by a regulated interstate pipeline may be challenged and such increases may ultimately be rejected by the FERC. The existing interstate pipeline and storage rates or terms and conditions of service and contracts may be challenged by a complaint filed by interested persons including customers, state agencies or the FERC under Section 5 of the Natural Gas Act. Rate increases proposed by a pipeline may be allowed to become effective subject to refund and/or a period of suspension, while rates or terms and conditions of service that are the subject of a complaint under Section 5 of the Natural Gas Act are subject only to prospective change by the FERC. Any successful challenge against existing or proposed rates charged for our pipelines and storage services could materially adversely affect our business, financial condition and results of operations.

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In addition, our interstate pipelines may also charge negotiated rates that may be above or below the recourse rate or that are subject to a different rate design than the rates specified in our interstate pipeline tariffs, provided that the pipeline has appropriate language in its tariff permitting negotiated rates, that affected customers are willing to agree to such rates rather than recourse rates, and that the FERC has approved the negotiated rate agreement. A prerequisite for allowing the negotiated rates is that negotiated rate customers must have had the option to take service under the pipeline’s recourse rates. Some negotiated rate transactions are designed to fix the negotiated rate for the term of the firm transportation agreement and the fixed rate is generally not subject to adjustment for increased or decreased costs occurring during the contract term or for changes in the recourse rate during the contract term.
FERC regulations also extend to the terms and conditions set forth in agreements for pipelines and storage services executed between interstate pipelines and their customers. These service agreements are required to conform, in all material respects, with the form of service agreements set forth in the pipeline’s FERC-approved tariff. Non-conforming agreements must be filed with, and accepted by, the FERC. If the FERC finds that an agreement is materially non-conforming, in whole or in part, it could reject, or require us to seek modification of, the agreement, or alternatively require us to modify our tariff so that the non-conforming provisions are generally available to all customers or class of customers. The Vector Pipeline, the Millennium Pipeline, the Birdsboro Pipeline, the NEXUS Gas Transmission Pipeline, and the Washington 10 Storage Complex provide interstate services in accordance with their FERC-approved tariffs. Notwithstanding the regulatory discussion above, we believe the regulatory burden does not currently affect our competitive condition.
Failure of an interstate pipeline to comply with its obligations under the Natural Gas Act could result in the imposition of civil and criminal penalties. Among other matters, the Energy Policy Act of 2005, which we refer to as the "EPAct 2005," amended the Natural Gas Act to give FERC authority to impose civil penalties for violations of the Natural Gas Act up to $1 million for any one violation, per day and violators may be subject to criminal penalties of up to $1 million per violation, per day and five years in prison. The $1 million civil penalty levels adjust annually based on inflation and have been set at $1,496,035 per violation, per day for 2023.
To the extent that an intrastate pipeline system transports natural gas in interstate commerce, the rates, terms and conditions of such interstate transportation service are subject to FERC rules and regulations under Section 311 of the Natural Gas Policy Act, or "Section 311". Non-compliance with FERC’s rules and regulations established under Section 311 could result in the imposition of civil and criminal penalties. Among other matters, the EPAct 2005 also amended the Natural Gas Policy Act to give FERC authority to impose civil penalties for violations of the Natural Gas Policy Act up to $1 million for any one violation and violators may be subject to criminal penalties of up to $1 million per violation and five years in prison. The $1 million civil penalty levels adjust annually based on inflation and have been set at $1,496,035 per violation, per day for 2023.
State Regulation of Natural Gas Pipelines
Many state agencies possess the authority to review and authorize natural gas transportation transactions and the construction, acquisition, abandonment and interconnection of physical facilities for intrastate pipelines. State agencies also may regulate transportation rates, service terms, and conditions and contract pricing. Other state regulations may not directly apply to our business but may nonetheless affect the availability of natural gas for purchase, compression and sale. Regulations within a particular state generally will affect all intrastate pipeline operators within the state on a comparable basis; thus, we believe that the regulation of intrastate transportation in any state in which we operate will not disproportionately affect our operations.

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Gathering Pipeline Regulation
Section 1(b) of the Natural Gas Act exempts natural gas gathering facilities from regulation by the FERC. We believe that our gathering systems meet the traditional tests the FERC has used to establish a pipeline’s status as an exempt gatherer not subject to regulation as a jurisdictional natural gas company. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is often the subject of litigation in the industry, so the classification and regulation of these systems are subject to change based on future determinations by the FERC, the courts or the U.S. Congress. If the FERC were to consider the status of an individual facility and determine that the facility is not a gathering pipeline and the pipeline provides interstate transmission service, the rates for, and terms and conditions of, services provided by such facility would be subject to regulation by the FERC under the Natural Gas Act or the Natural Gas Policy Act. Such regulation could decrease revenue, increase operating costs, and, depending upon the facility in question, adversely affect our business, financial condition and results of operations. In addition, if any of our facilities were found to have provided services or otherwise operated in violation of the Natural Gas Act or Natural Gas Policy Act, this could result in the imposition of civil penalties as well as a requirement to disgorge charges collected for such service in excess of the rate established by the FERC.
Our gathering assets may be subject to the rules and regulations of various state utility commissions. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation. States in which we operate may adopt ratable take and common purchaser statutes, which would require our gathering pipelines to take natural gas without undue discrimination in favor of one producer over another producer or one source of supply over another similarly situated source of supply. The regulations under these statutes may have the effect of imposing some restrictions on our ability as an owner of gathering facilities to decide with whom we contract to gather natural gas. States in which we operate may also adopt a complaint-based regulation of natural gas gathering activities, which allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to gathering access and rate discrimination. We cannot predict whether such a complaint will be filed against us in the future or how a regulator may rule on any such complaint. Failure to comply with state regulations may result in the imposition of administrative, civil and criminal remedies. We are not aware of any pending proceedings or complaints at this time.
Our gathering operations could be adversely affected should they be subject in the future to more stringent application of state regulation of rates and services. Our gathering operations also may be, or become, subject to additional safety and operational regulations relating to the design, installation, testing, construction, operation, replacement, and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict whether any such additional rules or legislation will be promulgated or enacted, or what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.
The price at which we buy and sell natural gas currently is not subject to U.S. federal regulation. The EPAct 2005 amended the Natural Gas Act and Natural Gas Policy Act to prohibit fraud and manipulation in natural gas markets. The FERC subsequently issued a final rule making it unlawful for any entity, in connection with the purchase or sale of natural gas or transportation service subject to the FERC’s jurisdiction, to defraud, make an untrue statement or omit a material fact or engage in any practice, act or course of business that operates or would operate as a fraud. The FERC’s anti-manipulation rules apply to interstate gas pipeline and storage companies and intrastate gas pipeline and storage companies that provide interstate services, such as Section 311 service, as well as otherwise non-jurisdictional entities to the extent the activities are conducted "in connection with" gas sales, purchases or transportation subject to FERC jurisdiction. The anti-manipulation rules apply to intrastate sales and gathering activities only to the extent that there is a "nexus" to FERC-jurisdictional transactions.
The EPAct 2005 also provided the FERC with the authority to impose civil penalties of up to approximately $1 million (adjusted annually for inflation) per day per violation. On January 6, 2023, FERC issued an order (Order No. 886) increasing the maximum civil penalty amounts under the Natural Gas Act and Natural Gas Policy Act to adjust for inflation. FERC may now assess civil penalties under the Natural Gas Act and Natural Gas Policy Act of up to $1,496,035 per violation per day. In addition, the Commodity Futures Trading Commission, which we refer to as the "CFTC," is directed under the Commodities Exchange Act, which we refer to as the "CEA," to prevent price manipulations for the commodity and futures markets, including the energy futures markets. Pursuant to the Dodd-Frank Act and other authority, the CFTC has adopted anti-market manipulation regulations that prohibit fraud and price manipulation in the commodity and futures markets. The CFTC also has statutory authority to seek civil penalties of up to the greater of approximately $1.2 million or triple the monetary gain to the violator for violations of the anti-market manipulation sections of the CEA.

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Pipeline Safety and Maintenance
Our interstate natural gas pipeline system is subject to regulation by the Pipeline and Hazardous Materials Safety Administration, or PHMSA. PHMSA establishes and implements minimum federal safety standards and reporting requirements applicable to gas pipeline facilities, including associated underground natural gas storage. These standards include requirements that apply to the design, installation, testing, construction, operation and maintenance, as well as requirements for pipeline operator qualification and integrity management on certain pipelines. The integrity management programs apply to gas transmission line segments located in high consequence areas, or HCAs, and require operators to perform periodic risk-based assessments in addition to the minimum required inspections and other preventative and mitigation measures. Notwithstanding the investigatory and preventative maintenance costs incurred in our performance of customary pipeline management activities, we may incur significant additional expenses if anomalous pipeline conditions are discovered or additional preventative and mitigation measures need to be implemented.
PHMSA often issues new or amended safety standards and reporting requirements for gas pipeline facilities. For example, the "Safety of Gas Transmission Pipelines: MAOP Reconfirmation, Expansion of Assessment Requirements, and Other Related Amendments" rule, which became effective July 1, 2020, requires operators of certain gas transmission pipelines to reconfirm maximum allowable operating pressure and establishes a new "Moderate Consequence Area" for determining regulatory requirements for gas transmission pipeline segments outside of HCAs. The rule also establishes new requirements for conducting baseline assessments and incorporates industry standards and guidelines as well as new requirements for integrity management programs. In October 2022, PHMSA published the "Safety of Gas Transmission Pipelines: Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of Change, and Other Related Amendments" rule, effective May 24, 2023, which increases gas integrity management and corrosion control requirements and establishes repair criteria for pipelines outside of HCAs, among other things. We are currently in the process of revising our operating and inspection procedures to address these requirements and will begin implementing those changes as required by the rules. We are assessing the impact of these rules on our future costs of operations and revenue from operations, but we do not expect any potential expenses to be material or our operations to be affected by this new rule any differently than other similarly situated midstream companies.
In November 2021, PHMSA issued another final rule, entitled "Safety of Gas Gathering Pipelines: Extension of Reporting Requirements, Regulation of Large, High-Pressure Lines, and Other Related Amendments," effective as of May 16, 2022, that establishes new safety standards and reporting requirements for certain historically unregulated onshore gas gathering lines. The final rule creates a new Type C category of regulated onshore gas gathering lines in Class 1 locations that are subject to PHMSA’s safety standards and reporting requirements. The final rule also creates a new Type R category of reporting-only onshore gas gathering that are subject to PHMSA’s incident and annual reporting requirements. We have revised our operating and maintenance procedures to address these requirements and have implemented these changes. We will incur expenses related to compliance activities but do not expect these expenses to be material or our operations to be affected any differently than similarly situated midstream companies.
Additionally, in April 2022, PHMSA published the "Pipeline Safety: Requirement of Valve Installation and Minimum Rupture Detection Standard" rule, effective October 5, 2022, which requires installation of remote control or automatic shut-off valves (or alternative equivalent technology) on certain newly constructed or replaced gas transmission pipelines. The final rule also imposes minimum performance standards for operation of those valves. We may incur expenses related to the requirements imposed by this new rule, but do not expect these expenses to be material or our operations to be affected any differently than similarly situated midstream companies.

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PHMSA is in the process of developing other regulations to address congressional mandates set forth in the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020, which we refer to as the "2020 PIPES Act" and for other purposes. For example, PHMSA is in the early stages of developing rules for gas pipeline leak detection and repair and implementing a parallel self-executing provision from the 2020 PIPES Act that requires gas pipeline operators to reduce methane emissions. PHMSA is also in the process of developing inspection and maintenance requirements for idled pipelines. Congress is due to reauthorize the Pipeline Safety Act in 2023, which may mandate other statutory changes or that PHMSA develop additional rulemaking. The adoption of these new PHMSA rules and implementation of the mandate in the 2020 PIPES Act could impact our pipeline assets and operations by requiring the installation of new or modified safety controls and the implementation of new capital projects or accelerated maintenance programs, all of which could require us to incur increased operational costs that could be significant. We may also be affected by lost cash flows resulting from shutting down our pipelines during the pendency of any repairs and any testing, maintenance, and repair of pipeline facilities downstream from our own facilities. While we cannot predict the outcome of legislative or regulatory initiatives, such legislative and regulatory changes could materially adversely affect our business, financial condition and results of operations, but we do not expect our operations to be affected any differently than similarly situated midstream companies.
Every state in which we operate is certified by PHMSA to regulate the safety of intrastate gas pipeline facilities consistent with the federal safety standards, and some of these states apply additional or more stringent safety standards or reporting requirements to intrastate gas pipeline facilities in their respective jurisdictions. We may incur significant costs and liabilities associated with repair, remediation, preventive or mitigation measures associated with complying with these additional or more stringent state requirements, including for gas gathering lines or other pipeline facilities that are not currently subject to PHMSA’s regulations. The costs, if any, for repair, remediation, preventive or mitigating actions that may be determined to be necessary, as well as lost cash flows resulting from shutting down our pipelines during the pendency of such actions, could be material.
We incur significant costs in complying with U.S. federal and state pipeline safety laws and regulations and otherwise administering our pipeline safety program, but we do not believe such costs of compliance will materially adversely affect our business, financial condition and results of operations. While we cannot predict the outcome of pending or future legislative or regulatory initiatives, we anticipate that pipeline safety requirements will continue to become more stringent over time. As a result, we may incur significant additional costs to comply with the new pipeline safety regulations, the pending pipeline safety regulations, and any new pipeline safety laws and regulations associated with our pipeline facilities, which could materially adversely affect our business, financial condition and results of operations.
Should we fail to comply with PHMSA regulations, we could be subject to penalties and fines. PHMSA has the statutory authority to impose civil penalties for pipeline safety violations up to a maximum of approximately $258,000 per day for each violation and approximately $2.58 million for a related series of violations. This maximum penalty authority established by statute will continue to be adjusted periodically to account for inflation.
We believe that our operations are in substantial compliance with all existing U.S. federal, state and local pipeline safety laws and regulations. However, the adoption of new laws and regulations, such as those proposed by PHMSA, could result in significant added costs or delays in service or the termination of projects, which could have a material adverse effect on us in the future.
In the course of operating our pipeline facilities, we may experience a leak or a rupture on our system. These leaks and ruptures may cause explosions, fire, damage to the environment, damage to property, personal injury and/or death. Depending on the circumstances of the leak or rupture, PHMSA may require that certain pipeline assets remain out of service and/or operate at a significantly reduced operating pressure until certain corrective measures are performed and a return to normal operation is approved by PHMSA. In addition to any regulatory fines or corrective measures, we may be sued for any damages. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may also seek civil and/or criminal fines and penalties.

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Natural Gas Storage Regulation
We operate natural gas storage facilities in Michigan as interstate facilities regulated by PHMSA and provide interstate storage and related services pursuant to a FERC-approved tariff. As such our natural gas storage facilities are required to meet the federal safety standards as required by 49 C.F.R. §192.12, Underground natural gas storage facilities.
We believe that our operations are in substantial compliance with 49 C.F.R. §192.12, Underground natural gas storage facilities. However, the adoption of new laws and regulations could result in significant added costs or delays in service or the termination of projects, which could have a material adverse effect on us in the future.
Environmental and Occupational Health and Safety Regulations
General. Our operations are subject to stringent U.S. federal, state and local laws and regulations relating to the protection of the environment. These laws and regulations require the acquisition of and compliance with permits and the installation of pollution control equipment; limit or prohibit construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species; require investigatory and remedial actions to mitigate or eliminate pollution conditions caused by our operations or attributable to former operations; and apply workplace health and safety standards for the benefit of employees.
In addition, our operations and construction activities are subject to county and local ordinances that restrict the time, place or manner in which those activities may be conducted to reduce or mitigate nuisance-type conditions, such as, for example, excessive levels of dust or noise or increased traffic congestion.
Any failure to comply with these laws and regulations may result in the initiation of administrative, civil and criminal actions and the imposition of penalties; the occurrence of delays or cancellations in the permitting or performance or expansion of projects; the denial or termination of project authorizations; the imposition of restrictions or limitations on project authorizations; the addition or removal of conditions or terms in project authorizations; the issuance of injunctions limiting or preventing some or all of our operations in a particular area; and, under certain environmental laws, citizen suits, which allow individuals and environmental organizations to act in the place of the government and sue operators for alleged violations of environmental law.
We have implemented programs and policies designed to keep our pipelines and other facilities in compliance with existing environmental laws and regulations, and we incur significant costs in connection with compliance. We also incur, and expect to continue to incur, additional costs with respect to construction as existing environmental laws and regulations impact the cost of planning, design, permitting, installation and start-up, and with respect to capital expenditures for pollution control equipment that is necessary to achieve emission and discharge standards included in our permits.
Moreover, we incur, and expect to continue to incur, additional costs in connection with spill response. Spills can result in significant costs associated with the investigation and remediation of contaminated facilities, and with injury and damage claims arising from releases and related contamination. The timing and complete extent of future expenditures related to environmental matters is difficult to estimate accurately because, among other things, interpretation and enforcement of environmental laws and regulations are constantly changing, our pollution control and clean-up cost estimates may change, especially when our current estimates are based on preliminary site investigations or agreements, and new contaminated facilities and sites may be found, or what we know about existing sites and facilities could change.
We do not believe that our compliance with such legal requirements will materially adversely affect our business, financial condition and results of operations. Nonetheless, the trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment. Thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be significantly in excess of the amounts we currently anticipate. For example, we try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. While we believe that we are in substantial compliance with existing environmental laws and regulations, additional, unplanned measures may be required to maintain compliance in the future.

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The following is a discussion of several of the material environmental laws and regulations, as amended from time to time, which relate to our business.
Hazardous Substances and Waste. The Comprehensive Environmental Response, Compensation, and Liability Act, which we refer to as "CERCLA," and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on current and prior owners or operators of the sites where a release of hazardous substances occurred or extends and companies that transported, disposed or arranged for the transportation or disposal of the hazardous substances released. Under CERCLA, these "responsible parties" may be subject to strict and joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible parties the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. We generate materials in the course of our ordinary operations that are regulated as "hazardous substances" under CERCLA or similar state laws and, as a result, may be jointly and severally liable under CERCLA, or such laws, for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.
We also generate solid wastes, including hazardous wastes, which are subject to the requirements of the Resource Conservation and Recovery Act, which we refer to as "RCRA," and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. In the ordinary course of our operations, we generate wastes constituting solid waste and, in some instances, hazardous wastes. While certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations, it is possible that these wastes will in the future be designated as "hazardous wastes" and be subject to more rigorous and costly disposal requirements, which could have a material adverse effect on our maintenance capital expenditures and operating expenses.
We own, lease or operate properties where hydrocarbons are being or have been handled for many years, by us and by former operators, and we send hydrocarbons and wastes to third-party sites for treatment or disposal. Under CERLCA, RCRA and analogous state laws, we could be required to remove or remediate previously disposed or released wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination, as well as to reimburse for or contribute to the remediation of third-party disposal and treatment sites. We are not currently aware of any facts, events or conditions relating to the application of such requirements that could reasonably materially adversely affect our business, financial condition and results of operations.
Air Emissions. The U.S. federal Clean Air Act and comparable state laws and regulations restrict the emission of air pollutants from various industrial sources, including our compressor stations and also impose various pre-construction, operational, monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, obtain and strictly comply with air permits containing various emissions and operational limitations and utilize specific emission control technologies to limit emissions. Our failure to comply with these requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions. We may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining permits and approvals for air emissions. Compliance with these requirements may require modifications to certain of our operations, including the installation of new equipment to control emissions from our compressors that could result in significant costs, increased capital expenditures and operating costs, and could adversely affect our business. Further, the permitting, regulatory compliance and reporting programs, taken as a whole, increase the costs and complexity of oil and gas operations with potential to adversely affect the cost of doing business for our customers resulting in reduced demand for our gas processing and transportation services. Although we can give no assurances, we believe such requirements will not materially adversely affect our business, financial condition and results of operations, and the requirements are not expected to be more burdensome to us than to any similarly situated company.

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Climate Change. Legislative and regulatory measures to address climate change and greenhouse gas, which we refer to as "GHG," emissions are in various phases of discussion or implementation. The EPA regulates GHG emissions from new and modified facilities that are potential major sources of criteria pollutants under the Clean Air Act’s Prevention of Significant Deterioration and Title V programs and has adopted regulations that require, among other things, preconstruction and operating permits for certain large stationary sources and the monitoring and reporting of GHGs from certain onshore oil and natural gas production sources on an annual basis. On November 15, 2021, the EPA published a proposed rule to regulate GHG emissions (in the form of methane limitations) and for volatile organic compound emissions from crude oil production and natural gas production, processing, transmission, and storage. The proposal includes standards of performance for new, modified, and reconstructed sources and emission guidelines for existing sources. On November 11, 2022, the EPA issued a supplemental proposed rule that would update, expand, or strengthen certain aspects of the rule for certain sources. Additionally, the U.S. Congress, along with U.S. federal and state agencies, has considered measures to reduce the emissions of GHGs. Legislation or regulation that restricts GHG emissions could increase our cost of environmental compliance by requiring us to install new equipment to reduce emissions from larger facilities; purchase emission allowances; pay any taxes related to our GHG emissions and/or administer and manage a GHG emissions program, and otherwise increase the costs of our operations, including costs to operate and maintain our facilities.
The FERC does not directly regulate GHG emissions. However, on February 17, 2022, the FERC issued two policy statements providing guidance on its consideration of GHG emissions and other factors when reviewing proposed projects under the Natural Gas Act. These policy statements have been the subject of public comments and remain under consideration by the FERC. If the policy statements come into effect as written, GHG emissions and climate-related considerations could play a more significant role in the FERC’s analysis of projects under its jurisdiction, including projects that do or would supply gas to the Company’s facilities.
The effect of climate change legislation or regulation on our business is currently uncertain. If we incur additional costs to comply with such legislation or regulations, we may not be able to pass on the higher costs to our customers or recover all the costs related to complying with such requirements and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or state regulatory agencies and the provisions of any final legislation or implementing regulations. Our future business, financial condition and results of operations could be adversely affected if such costs are not recovered through regulated rates or otherwise passed on to our customers. Additionally, our customers or suppliers may also be affected by legislation or regulation, which may adversely impact their drilling schedules and production volumes and reduce the volumes delivered to us and demand for our services.
Climate change and GHG legislation or regulation could also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with regard to existing and new facilities or impose additional monitoring and reporting requirements. The effect of any new legislative or regulatory measures on us will depend on the particular provisions that are ultimately adopted.
Water Discharges. The U.S. federal Clean Water Act and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants or dredged and fill material into state waters as well as waters of the United States, including adjacent wetlands. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of permits issued by the EPA, the U.S. Army Corps of Engineers, which we refer to as "the U.S. Army Corps," or an analogous state agency. In April 2020, the EPA and the U.S. Army Corps issued the Navigable Waters Protection Rule under the U.S. federal Clean Water Act, which we refer to as the "WOTUS Rule," narrowing the definition of "waters of the United States" relative to the definition under a prior 2015 rule. On August 30, 2021, the U.S. District Court for the District of Arizona vacated and remanded the WOTUS Rule. Based on this ruling, the EPA and the U.S. Army Corps halted implementation of the WOTUS Rule, and, on December 7, 2021, a proposed rule replacing the WOTUS Rule was published which, if implemented, would in practice restore the pre-2015 definition of "waters of the United States." The agencies released the new rule in final form on December 30, 2022. It will take effect no sooner than early March 2023, sixty days after publication in the Federal Register. The meaning of “waters of the United States” is also under consideration at the U.S. Supreme Court in Sackett v. Environmental Protection Agency. The court’s decision, widely expected in 2023, could affect the implementation of the newly codified definition. To the extent that any future rules expand the scope of the Clean Water Act’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for activities in jurisdictional waters, including wetlands.

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Spill prevention, control and countermeasure requirements of U.S. federal laws require appropriate containment berms and similar structures to help prevent the contamination of regulated waters in the event of a hydrocarbon spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. These permits may require us to monitor and sample the storm water runoff from some of our facilities. The Clean Water Act and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the U.S. unless authorized by an appropriately issued permit. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. U.S. federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws. We believe that compliance with existing permits and foreseeable new permit requirements will not materially adversely affect our business, financial condition and results of operations.
National Environmental Policy Act. The construction of interstate natural gas transportation pipelines pursuant to the Natural Gas Act requires authorization from the FERC. Certain FERC actions relating to such pipelines are subject to the National Environmental Policy Act, which we refer to as the "NEPA." NEPA requires U.S. federal agencies, such as the FERC, to evaluate major U.S. federal actions having the potential to significantly affect the environment. During such evaluations, an agency will prepare a detailed Environmental Impact Statement unless it has found on the basis of an environmental assessment that no significant effect is likely. Such NEPA analyses have the potential to significantly delay or limit, and significantly increase the cost of, development of midstream infrastructure. On April 20, 2022, the White House Council on Environmental Quality published a final rule amending its existing regulations governing the implementation of NEPA by federal agencies. The amendments principally address definitions relating to environmental effects and alternatives that require agency consideration. The Council has stated its intention to conduct a second and more extensive round of NEPA regulatory amendments. Though the second proposal has not been issued yet, it is possible (and widely anticipated) that it would permit or require agencies to undertake more searching inquiries during their NEPA reviews.
Hydraulic Fracturing. We do not operate any assets that conduct hydraulic fracturing. However, our customers’ natural gas production is developed from unconventional sources that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. The process is regulated by state agencies, typically the state’s commission that regulates oil and gas production. A number of U.S. federal agencies, including the EPA and the U.S. Department of Energy, have analyzed, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing. For example, the EPA finalized regulations under the Clean Water Act in June 2016 prohibiting wastewater discharges from hydraulic fracturing and certain other natural gas operations to publicly owned wastewater treatment plants. In addition, some states have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations.
Certain state and U.S. federal regulatory agencies also focused on a possible connection between the operation of injection wells used for oil and gas wastewater disposal and seismic activity. Similar concerns have been raised that hydraulic fracturing may also contribute to seismic activity. When caused by human activity, such events are called induced seismicity. In light of these concerns, some state regulatory agencies have modified their regulations or issued orders to address induced seismicity through restrictions on disposal wells or enhanced well construction and monitoring requirements. Certain environmental and other groups have also suggested that additional U.S. federal, state and local laws and regulations may be needed to more closely regulate the wastewater disposal process.
If new laws or regulations that significantly restrict hydraulic fracturing or wastewater disposal wells are adopted, such laws could lead to greater opposition to, and litigation concerning, related oil and gas producing activities and to operational delays or increased operating costs for DT Midstream and our customers, which in turn could reduce the demand for our services.

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Endangered Species Act. The U.S. federal Endangered Species Act, which we refer to as the "ESA," restricts activities that may adversely affect endangered and threatened species or their habitats. U.S. federal agencies are required to ensure that any action authorized, funded or carried out by them is not likely to jeopardize the continued existence of listed species or modify their critical habitat. While some of our facilities are located in areas that are designated as habitats for endangered or threatened species, we have not incurred any material costs to comply or restrictions on our operations and we believe that we are in substantial compliance with the ESA. The designation of previously unprotected species as being endangered or threatened, or the designation of previously unprotected areas as a critical habitat for such species, could cause us to incur additional costs, result in delays in construction of pipelines and facilities, cause us to become subject to operating restrictions in areas where the species are known to exist or could result in limitations on our customers’ exploration and production activities that could have an adverse impact on demand for our services. For example, the U.S. Fish and Wildlife Service has received hundreds of petitions to consider listing additional species as endangered or threatened and is being regularly sued or threatened with lawsuits to address these petitions. Compliance with all applicable laws providing special protection for designated species has not posed a material cost on our business and operations to date.
Employee Health and Safety. We are subject to a number of U.S. federal and state laws and regulations, including the U.S. federal Occupational Safety and Health Act, which we refer to as "OSHA," and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community "right-to-know" regulations and comparable state laws and regulations require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We are also subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. We are also subject to EPA Risk Management Program regulations, which we refer to as the "RMP regulations." The RMP regulations were amended by the EPA under a final rule published December 19, 2019. The amendments were intended to better address potential security risks and ensure regulatory consistency, and we do not anticipate that they will significantly increase our cost of compliance. We have implemented internal programs and policies to comply with these health and safety requirements.
We believe that we are in substantial compliance with all applicable laws and regulations relating to worker health and safety. Historically, worker safety and health compliance costs have not materially adversely affected our business, financial condition and results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not materially adversely affect our business, financial condition and results of operations. While we may increase expenditures in the future to comply with higher industry and regulatory safety standards, such increases in costs of compliance, and the extent to which they might be recoverable through our rates, cannot be estimated at this time.
Physical and Cyber Security
Physical Security
Given the nature of the commodities we transport, treat, store, and sell, our assets and the assets of our customers and others in our industry may be targets of terrorist activities, theft or vandalism. A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets, or cause significant harm to our operations, such as full or partial disruption to our ability to gather, process, or transport natural gas. The Transportation Security Administration published guidelines for the security of natural gas pipelines. We have implemented applicable practices from those guidelines. Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could materially adversely affect our business, financial condition and results of operations.

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Cyber Security
We have become increasingly dependent on the systems, networks and technology that we use to conduct almost all aspects of our business, including the operation of our pipelines, storage and gathering assets, the recording of commercial transactions, communications with the employees supporting our operations and our customers or other business partners, and the reporting of financial information. We also collect and store sensitive data in the ordinary course of our business, including personally identifiable information of our employees as well as our proprietary business information and that of our vendors, customers and other business partners. The secure processing, maintenance and transmission of information is critical to our operations. We depend on our own systems, networks and technology, as well as the systems, networks and technology of our vendors, customers and other business partners, including our equity method investees. We have existing systems in place and continue to develop systems to monitor and address the risk of cyber security breaches in our business, operations and control environments. We routinely review and update those systems as the nature of that risk requires. Governmental standards and commonly accepted frameworks for the protection of computer-based systems and technology from cyber threats and attacks have been adopted. We monitor newly developed cyber security standards or legislation and consider adoption as appropriate for our business.
Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, delays in service performance for our customers, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, or challenges in maintaining our books and records, which could materially adversely affect our business, financial condition and results of operations. Moreover, we may not be able to anticipate, detect or prevent all cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until such attack is underway, and because attackers are increasingly using technologies specifically designed to circumvent cybersecurity measures and avoid detection. Cybersecurity attacks are also becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering and other attempts to gain unauthorized access to data for purposes of extortion or malfeasance.
As cyberattacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks. To date, we have not experienced any material losses relating to cyberattacks; however, there can be no assurance that we will not suffer such losses in the future. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

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Item 1A. Risk Factors
You should carefully consider the following risks and other information in this Form 10-K. Any of the following risks and uncertainties could materially adversely affect our business, financial condition and results of operations.
Risks Relating to Our Business
Operational Risks
Any significant decrease in demand or in production of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations.
Our business is dependent on the continued availability of and demand for natural gas in our areas of operation, which include the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions. A reduction in the natural gas volumes supplied by producers could result in reduced throughput on our systems and materially adversely affect our business, financial condition and results of operations. The primary factors affecting our ability to obtain sources of natural gas include (i) the level of successful drilling activity near our systems, (ii) our ability to compete for volumes from successful new wells and (iii) our ability to compete successfully for volumes from sources connected to other pipelines.
To maintain or increase the contracted capacity or the volume of natural gas transported, stored and gathered on our systems and cash flows associated therewith, our customers must continually obtain adequate supplies of natural gas. If new supplies of natural gas are not obtained to replace the natural decline in volumes from existing supply basins in our areas of operation, or if natural gas supplies are diverted to serve other markets, the overall volume of natural gas gathered, transported and stored on our systems would decline, which could materially adversely affect our business, financial condition and results of operations.
We have several customers with one being a key customer, Southwestern Energy. The loss of, or reduction in volumes from, this customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.
Southwestern Energy accounted for approximately 65% of our operating revenues for the year ended December 31, 2022. Our operating revenues do not include revenues of unconsolidated joint ventures accounted for as equity method investments. The loss of all or even a portion of the contracted volumes of this or other customers, the failure to extend or replace these contracts or the extension or replacement of these contracts on less favorable terms, as a result of competition, creditworthiness, reduced production or otherwise, could materially adversely affect our business, financial condition and results of operations.
We may be unable to renew or replace expiring contracts at favorable rates or on a long-term basis.
One of our exposures to market risk occurs at the time our existing contracts, including both our contracts with existing customers and our contracts with our suppliers and other counterparties, expire and are subject to renegotiation and renewal. The majority of our contracts are firm service revenue contracts. Firm service revenue contracts are typically long-term and structured using fixed demand charges or MVCs with fixed deficiency fee rates. This provides for fixed revenue commitments regardless of actual volumes of natural gas that flow, which leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations. We may not be able to renew or replace these contracts at expiration, and our efforts to negotiate for similar fixed revenue commitments may not be successful, which could cause our exposure to commodity price risk to change or adversely affect the stability of our cash flows.
If third-party pipelines and other facilities interconnected to our assets become unavailable to transport natural gas, our business, financial condition and results of operations could be materially adversely affected.
We depend upon third-party pipelines and other facilities that provide receipt and delivery options to and from our assets. For example, our pipelines interconnect with multiple interstate pipelines in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions and a significant number of intrastate pipelines. Because we do not own these third-party pipelines or facilities, their continuing operation is not within our control. If these pipeline connections were to become unavailable for current or future volumes of natural gas due to testing, turnarounds, repairs, maintenance, damage, reduced operating pressure, lack of capacity, regulatory requirements or any other reason, our ability to operate efficiently and continue shipping natural gas to end markets could be restricted, thereby reducing our revenues. Any temporary or permanent interruption at any key pipeline interconnect or other downstream facility utilized to move our customers’ product to their end destination that causes a material reduction in volumes transported on our pipelines could materially adversely affect our business, financial condition and results of operations.
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In addition, the rates charged by treating plants, pipelines and other facilities interconnected to our assets affect the utilization and value of our services. Significant changes in the rates charged by these third parties, or the rates charged by the third parties that own "downstream" assets required to move commodities to their final destinations, could materially adversely affect our business, financial condition and results of operations.
Our operations are subject to operational hazards, unforeseen interruptions and damage caused by third parties and natural events. If a significant accident or event occurs that results in a business interruption or damage to our pipelines, storage and gathering systems, the facilities of our customers or other interconnected pipelines and facilities, our business, financial condition and results of operations could be materially adversely affected.
Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many hazards, including (i) damage to pipelines, facilities, equipment, environmental controls and surrounding properties, including damage resulting from slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.
These risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of our operations, regulatory investigations and penalties and substantial losses to us. The location of certain segments of our systems in or near populated areas, including residential areas, commercial business centers and industrial sites, could increase the damages resulting from these risks. In spite of any precautions taken, the occurrence of an event such as those described above that is not fully covered by insurance could materially adversely affect our business, financial condition and results of operations. In addition, these risks could materially impact or completely prevent our customers’ from performing their respective obligations under our commercial agreements, which, in turn, could materially adversely affect our business, financial condition and results of operations.
Expansion projects or acquisitions that are expected to be accretive may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.
Even if we complete expansion projects or acquisitions that we believe will be accretive, these expansion projects or acquisitions may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations. Any expansion project or acquisition involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when making acquisitions for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, including synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build or acquire; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new product areas or new geographic areas.
We have entered into joint ventures, and may in the future enter into additional or modify existing joint ventures, which might restrict our operational and corporate flexibility. In addition, these joint ventures are subject to most of the same operational risks to which we are subject.
We conduct a meaningful portion of our operations through joint ventures with third parties, including through our interests in the Vector Pipeline, Millennium Pipeline, NEXUS and Generation Pipeline, and we may enter into additional joint venture arrangements in the future. Generally, we do not operate the assets owned by these joint ventures and our control over their operations is limited by the applicable governing provisions of such joint venture agreements. In certain cases, we could have limited ability to influence or control certain day-to-day activities affecting the operations, the amount of capital expenditures that we are required to fund with respect to these operations and the amount of cash we will receive from the joint venture. We also could be dependent on third parties to fund their required share of capital expenditures and be exposed to third party credit risk through our contractual arrangements with our joint venture partners. Additionally, we may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets, and we may be required to
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offer business opportunities to the joint venture, or rights of participation to other joint venture partners or participants in certain areas of mutual interest.
In addition, our joint venture arrangements may involve risks not otherwise present when operating assets directly. We may incur liabilities as a result of an action taken by our joint venture partners and may be required to devote significant management time to the requirements of and matters relating to the joint ventures. Our joint venture partners may be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives. Any disputes between us and our joint venture partners may result in delays, litigation or operational impasses.
The risks described above or the failure to continue our joint ventures or to resolve disagreements with our joint venture partners could adversely affect our ability to conduct business that is the subject of a joint venture, which could in turn materially adversely affect our business, financial condition and results of operations. In addition, these joint ventures are subject to most of the same operational risks to which we are subject and the impact of any of these operational risks on our joint ventures’ respective business, financial condition or results of operations could in turn materially adversely affect our business, financial condition and results of operations.
We do not own the majority of the land on which assets are located, which could disrupt our current and future operations.
We do not own the majority of the land on which our assets are located, and we are therefore subject to the possibility of more onerous terms and increased costs or delays to retain necessary land use rights required to conduct our operations if we do not have valid rights-of-way, if such rights-of-way lapse or terminate or if our facilities are not properly located within the boundaries of such rights-of-way. If we were to be unsuccessful in negotiating or renegotiating rights-of-way, we might have to institute condemnation proceedings on our FERC regulated assets or relocate our facilities for non-regulated assets. Restrictions on our ability to use our rights-of-way, through our inability to renew right-of-way contracts or otherwise, or a relocation could materially adversely affect our business, financial condition and results of operations. Additionally, even when we own an interest in the land on which our assets are located, agreements with correlative rights owners may require us to relocate pipelines and facilities, shut in storage facilities to facilitate the development of the correlative rights owners’ estate or pay the correlative rights owners the lost value of their estate if they are not willing to accommodate development.
We face and will continue to face opposition to the development or operation of our assets from various groups.
We face and will continue to face opposition to the development or operation of our assets from environmental groups, landowners, local and national groups, activists and other advocates. Such opposition could take many forms, including organized protests, attempts to block, vandalize or sabotage our development or operations, intervention in regulatory or administrative proceedings involving our assets directly or indirectly, lawsuits, legislation or other actions designed to prevent, disrupt or delay the development or operation of our assets and business. Any such event that delays or interrupts the revenues generated, or expected to be generated, by our operations, or which causes us to make significant expenditures not covered by insurance, could materially adversely affect our business, financial condition and results of operations.
The expansion of our existing assets and construction of new assets is subject to economic, market, regulatory, environmental, political, and legal risks, which could materially adversely affect our business, financial condition and results of operations. If we are unable to complete expansion projects, our future growth may be limited.
We may be unable to complete successful, accretive expansion projects for many reasons, including economic and market risks such as an inability to identify attractive expansion projects; an inability to successfully integrate the infrastructure we build; an inability to raise financing for expansion projects on economically acceptable terms; and because some of our competitors may be better positioned to compete for certain expansion projects that we believe would be accretive. In addition, the construction of additions or modifications to our existing energy infrastructure assets, and the construction of other new energy infrastructure assets, involve numerous regulatory, environmental, political and legal uncertainties beyond our control. The development and construction of pipeline and gathering infrastructure and storage facilities expose us to construction risks such as: (i) the failure of third parties to meet their contractual requirements; (ii) environmental hazards; (iii) adverse weather conditions; (iv) the performance of third-party contractors; and (v) the lack of available skilled labor, equipment and materials.

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Certain of our internal growth projects may require regulatory approval from U.S. federal and state authorities and Canadian authorities prior to construction. The approval process for storage and transportation projects located in the Northeast has become increasingly challenging, due in part to state and local concerns related to unregulated exploration and production and gathering activities in new production areas, including the Marcellus/Utica formations. In addition, the FERC is considering modifying its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change. Authorizations required for our projects under existing or future agency policies may not be granted or, if granted, such authorization may include burdensome or expensive conditions.
Failure to retain and attract key executives and other skilled professional and technical employees could materially adversely affect our business, financial condition and results of operations.
Our business is dependent on our ability to attract, retain and motivate employees. We rely on our management team, which has significant experience in the midstream industry, to manage our day-to-day affairs and establish and execute our strategic and operational plans. The loss of any of our key executives or the failure to fill new positions created by expansion, turnover or retirement could adversely affect our ability to implement our business strategy. In addition, our operations require engineers, operational and field technicians and other highly skilled employees. The competition for talent has become increasingly intense, and we may experience increased employee turnover, increased wage inflation or an impediment of our ability to execute certain key strategic initiatives due to a tightening labor market and skilled labor shortages. Failure to successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition and results of operations.
The lack of diversification of our assets and geographic locations could materially adversely affect our business, financial condition and results of operations.
We rely primarily on revenues generated from our pipeline, storage and gathering systems, substantially all of which are located in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions. Due to our lack of diversification in assets and geographic location, an adverse development in these businesses or our areas of operations, including adverse developments due to catastrophic events, weather, regulatory action, state and local political activities, availability of equipment and personnel, local prices, producer liquidity and decreases in demand for natural gas could have a more significant impact on our business, financial condition and results of operations than if we maintained more diverse assets and locations.
Liquidity, Credit and Financial Risks
We may not have access to additional financing sources on favorable terms, or at all, which could materially adversely affect our business, financial condition and results of operations, and independent third parties determine our credit ratings outside of our control.
The cost of capital for our business depends, in part, on our credit ratings; general market conditions; the market’s perception of our business risk and growth potential; our current debt levels; interest rate changes; our current and expected future earnings; our cash flow; and the market price per share of our common stock. In part based on our current credit ratings, potential lenders may be unwilling or unable to provide us with financing that is attractive to us, may increase collateral requirements or may charge us prohibitively high fees in order to obtain financing. Consequently, our ability to access the credit market in order to attract financing on reasonable terms may be adversely affected. Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms, at the desired times, or at all. In addition, declines in our credit ratings may influence our suppliers’ and customers’ willingness to transact with us, and we may be required to make prepayments or provide security to satisfy credit concerns.

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Fluctuations in energy prices could materially adversely affect our business, financial condition and results of operations.
Fluctuations in energy prices can greatly affect the development of new natural gas reserves. Drilling and production activity generally decreases as commodity prices decrease. In general terms, the prices of natural gas, oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. These factors include (i) worldwide political and economic conditions; (ii) weather conditions and seasonal trends; (iii) the levels of domestic production and consumer demand; (iv) the availability of imported and exported natural gas, LNG and other commodities; (v) the ability to export LNG; (vi) the availability of transportation systems with adequate capacity; (vii) the volatility and uncertainty of regional pricing differentials and premiums; (viii) the price and availability of alternative fuels; (ix) the effect of energy conservation measures; and (x) governmental regulation and taxation.
Prices of natural gas have been historically volatile, and we expect this volatility to continue. Consequently, even if new natural gas reserves are discovered in areas served by our assets, producers may choose not to develop those reserves. Sustained declines in natural gas prices could have a negative impact on exploration, development and production activity and could lead to a material decrease in such activity, which could result in reduced throughput on our systems and materially adversely affect our business, financial condition and results of operations. See also "—Any significant decrease in demand or in production of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations".
We are exposed to our customers’ credit risk and our credit risk management and contractual terms may be inadequate to protect against such risk.
We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers in the ordinary course of our business. While some of our customers are rated investment grade, others have sub-investment grade ratings (including our key customer, Southwestern Energy). These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. However, our credit procedures and policies may not be adequate to fully eliminate customer credit risk. If we fail to adequately assess the creditworthiness of existing or future customers, the unanticipated deterioration in their creditworthiness and any resulting increase in nonpayment or nonperformance by them could materially adversely affect our business, financial condition and results of operations.
Our existing and future level of debt may limit our flexibility to obtain additional financing and to pursue other business opportunities.
As of December 31, 2022, we had outstanding approximately $2.1 billion of senior notes, $600 million of senior secured notes, $399 million of indebtedness under our Term Loan Facility and $330 million of borrowings under our Revolving Credit Facility. Our existing and future level of debt could have important consequences to us, including the following (i) our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms; (ii) the funds that we have available for operations and payment of dividends to shareholders will be reduced by that portion of our cash flow required to make principal and interest payments on outstanding debt; and (iii) our debt level could make us more vulnerable to competitive pressures than competitors with less debt or to a downturn in our business or the economy generally.
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. In addition, our ability to service debt under our Revolving Credit Facility, our Term Loan Facility and other debt facilities with floating rate terms will depend on market interest rates, since we anticipate that the interest rates applicable to our borrowings will fluctuate with movements in interest rate markets. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing dividends, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of these actions on satisfactory terms, or at all.
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Increases in interest rates could increase our interest expense and may adversely affect our cash flows, our ability to service our indebtedness and our ability to pay dividends to our shareholders.
Our Term Loan Facility and borrowings under our Revolving Credit Facility have, and we may in the future enter into debt instruments with, variable interest rates. Beginning early in 2022, in response to growing signs of inflation, the Federal Reserve has increased interest rates rapidly. Further, the Federal Reserve has increased the benchmark rapidly and has announced an intention to take further actions to mitigate inflationary pressures. Increases in interest rates on variable rate debt will increase our interest expense unless we make arrangements to hedge the risk of rising interest rates. These increased costs could reduce our profitability, reduce our credit availability, limit our ability to pursue growth opportunities, impair our ability to meet our debt obligations, increase the cost of financing, place us at a competitive disadvantage and materially adversely affect our business, financial condition, cash flows and results of operations. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing.
Restrictions under our existing or any future credit facilities, indentures and senior notes could adversely affect our business, financial condition, results of operations and ability to pay dividends to our shareholders.
Our existing credit facilities and the indenture governing our senior notes limit our ability to, and any future credit facility or indenture we may enter into might limit our ability to, among other things: (i) incur additional indebtedness or guarantee other indebtedness; (ii) grant liens or make certain negative pledges; (iii) make certain dividends or investments; (iv) engage in transactions with affiliates; (v) transfer, sell or otherwise dispose of all or substantially all of our assets; or (vi) enter into a merger, consolidate, liquidate, wind up or dissolve.
Furthermore, our existing credit facilities contain, or any future credit facility or indenture we may enter into may also contain, covenants requiring us to maintain certain financial ratios and tests. If we violate any of the restrictions, covenants, ratios or tests in the applicable credit facility or indentures, the lenders thereunder will be able to accelerate the maturity of all borrowings under the credit facility and demand repayment of amounts outstanding, and our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Any subsequent replacement of our credit facilities or any new indebtedness could have similar or greater restrictions. For more information, see the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity".
Continuing inflation and cost increases may impact our sales margins and profitability.
Inflationary pressure could adversely impact our profitability. Our operating costs have increased with the market and may continue to increase, due to the recent growth in inflation which has impacted product costs, labor rates, and domestic transportation. We may not be able to fully offset these inflation increases by raising prices for our services, which could result in downward pressure on our results of operations.
If our intangible assets or goodwill become impaired, we may be required to record a charge to earnings.
We annually review the carrying value of goodwill associated with business combinations we have made for impairment. Our intangible assets and goodwill are also reviewed whenever events or circumstances indicate that the carrying value of these assets may not be recoverable. Factors that may be considered for purposes of this analysis include a decline in stock price and market capitalization, slower industry growth rates, changes in cost of capital or material changes with customers or contracts that could negatively impact future cash flows. We cannot predict the timing, strength or duration of such changes or any subsequent recovery. If the carrying value of any of our intangible assets or goodwill is determined to be not recoverable, we may take a non-cash impairment charge, which could materially adversely affect our business, financial condition and results of operations.
Regulatory Risks
The adoption of legislation and introduction of regulations relating to hydraulic fracturing and the enactment of new or increased severance taxes and impact fees on natural gas production could cause our current and potential customers to reduce the number of wells or curtail production of existing wells. If reductions are significant for those or other reasons, the reductions could materially adversely affect our business, financial condition and results of operations.


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The U.S. Congress has from time to time considered the adoption of legislation to provide for U.S. federal regulation of hydraulic fracturing, while a growing number of states, including some of those in which we operate, have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and well construction requirements on hydraulic fracturing operations. Some states, such as Pennsylvania, have imposed fees on the drilling of new unconventional oil and gas wells. States could elect to prohibit hydraulic fracturing altogether, as was announced in December 2014 with regard to hydraulic fracturing activities in New York. Also, certain local governments have adopted, and additional local governments may further adopt, ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Further, several U.S. federal governmental agencies have conducted or are conducting reviews and studies on the environmental aspects of hydraulic fracturing, including the Environmental Protection Agency, which we refer to as the "EPA." For example, in December 2016, the EPA issued its final report on a study it had conducted over several years regarding the effects of hydraulic fracturing on drinking water sources. The final report, contrary to several previously published draft reports issued by the EPA, found instances in which impacts to drinking water may occur. However, the report also noted significant data gaps that prevented the EPA from determining the extent or severity of these impacts. The report, or other reviews or studies on the environmental aspects of hydraulic fracturing, could spur initiatives to further regulate hydraulic fracturing.
Other governmental agencies, including the U.S. Department of Energy, have evaluated or are evaluating various other aspects of hydraulic fracturing. These completed, ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing or other regulatory mechanisms.
Certain state and U.S. federal regulatory agencies have focused on a possible connection between hydraulic fracturing-related activities and the increased occurrence of seismic activity. In a few instances, operators of injection disposal wells in the vicinity of seismic events have been ordered to reduce injection volumes or suspend operations. These developments could result in additional regulation and restrictions on the use of injection disposal wells and hydraulic fracturing. Such regulations and restrictions could cause delays and impose additional costs and restrictions on us and our customers. The adoption of new laws, regulations or ordinances at the U.S. federal, state or local levels imposing more stringent restrictions on hydraulic fracturing could make it more difficult for our customers to complete natural gas wells, increase customers’ costs of compliance and doing business, and otherwise adversely affect the hydraulic fracturing services they perform, which could negatively impact demand for our services.
Furthermore, the tax laws, rules and regulations that affect our customers are subject to change. For example, Pennsylvania’s governor has in recent legislative sessions proposed legislation to impose a state severance tax on the extraction of natural resources, including natural gas produced from the Marcellus/Utica formations, either in replacement of or in addition to the existing state impact fee. In late January 2021, Pennsylvania’s governor announced he was re-proposing legislation to enact a severance tax to fund COVID-19 relief measures. Pennsylvania’s legislature has not thus far advanced any of the governor’s severance tax proposals; however, severance tax legislation may continue to be proposed in future legislative sessions. Any such tax increase or change could adversely impact the earnings, cash flows and financial position of our customers and cause them to reduce their drilling in the areas in which we operate.
Risks related to climate change could be material and adverse to our business, financial condition, results of operations, cash flow, access to and cost of capital or insurance, reputation, and business strategies.
Our business is subject to physical risks and transition risks related to climate change. These physical risks may arise from more frequent or severe weather events such as floods, landslides, storms, rising water levels, and changes in established weather patterns that cause damage to our assets or to portions of the country’s gas infrastructure upon which we or our customers rely. Physical risks from climate change may reduce our ability to operate reliably, safely, and economically and may cause significant insured or uninsured losses that affect our cash flows. In addition to physical risks, our business is subject to transition risks arising from efforts to address climate change through laws and policies and through market preferences that disfavor fossil fuels and related businesses. State and federal governments, as well as foreign governments and international governing bodies such as the United Nations, continue to develop laws, policies, and goals to reduce carbon emissions and foster a lower-carbon economy. While these efforts are diverse and frequently change, they may impose additional compliance costs and may reduce market interest in our business. Changing customer behaviors may lead to less demand for our services, less favorable pricing for our services, inefficient utilization of our assets, and diminished reputation. Our ability to comply with laws and avoid or mitigate physical and transition risks related to climate change may be limited, insufficient, or dependent on technological developments (such as lower-emission equipment) that we do not control or that require substantial additional investments that increase our cost of doing business. If we are unable to implement business strategies that address the physical risks of climate change and that meet the changing expectations of regulators or investors concerning climate change, we may experience a material adverse effect on our business.
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Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities and changes in these laws and regulations could materially adversely affect our business, financial condition and results of operations.
Our natural gas transmission, storage and gathering activities are subject to stringent and complex U.S. federal, state and local environmental laws and regulations relating to air quality, water quality, waste management, wildlife conservation, natural resources and worker health and safety. As with the industry generally, compliance with current and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to construct, maintain and upgrade pipelines and other facilities, or even cause us not to pursue a project. For instance, we may be required to obtain and maintain permits and other approvals issued by various U.S. federal, state and local governmental authorities; monitor for, limit or prevent releases of materials from our operations in accordance with these permits and approvals; install pollution control equipment or replace aging pipelines and other facilities; limit or refrain from construction activities in sensitive areas such as wetlands, wilderness or urban areas or areas inhabited by endangered or threatened species; incur potentially substantial new obligations or liabilities for any pollution or contamination that may result from our operations; and apply health and safety criteria addressing worker protections. Failure to comply with environmental laws and regulations, or the permits issued under them, may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital expenditures, the occurrence of delays in the permitting or performance or expansion of projects, the issuance of injunctions limiting or preventing some or all of our operations in a particular area, and private party claims for personal injuries or property damage.
Moreover, environmental laws, regulations and enforcement policies tend to become more stringent over time. New, modified or stricter environmental laws, regulations or enforcement policies, including climate change laws and regulations restricting emissions of greenhouse gas, which we refer to as "GHG," could be implemented that significantly increase our compliance costs, pollution mitigation costs, or the cost of any remediation of environmental contamination that may become necessary, and these costs could be material. For example, in April 2020 the U.S. federal district court for the district of Montana issued a broad order vacating the U.S. Army Corps of Engineers Clean Water Act Section 404 Nationwide Permit 12, which we refer to as "NWP 12," for alleged failure to comply with consultation requirements under the U.S. federal Endangered Species Act. Pipeline companies and other developers of linear infrastructure frequently rely upon NWP 12 for construction and maintenance projects in jurisdictional wetland areas. In May 2020, the U.S. Army Corps of Engineers, which we refer to as "the U.S. Army Corps," appealed the U.S. federal district court’s order to the U.S. Court of Appeals for the Ninth Circuit. In July 2020, the U.S. Supreme Court granted a stay of the district court’s order vacating NWP 12, pending the disposition of the appeal in the Ninth Circuit and any subsequent appeal to the Supreme Court. On January 5, 2021, the U.S. Army Corps announced that it reissued NWP 12. On August 11, 2021, the Ninth Circuit granted partial vacatur of the appeal, concluding that the U.S. Army Corps' reissuance of NWP 12 rendered the underlying claim of the appeal moot. A challenge to the reissuance of NWP 12 is pending in the federal district court in Washington, D.C. after the case was transferred from federal court in Montana. Environmental groups have filed a complaint in the Montana federal court challenging the U.S. Army Corps reissuance of NWP 12. The litigation is ongoing. Moreover, the NWP 12 reissuance is among the agency actions listed for review in accordance with President Biden’s January 20, 2021 Executive Order ("Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis"); and, in 2022 the U.S. Army Corps sought public comment on the potential to revise NWP 12 in response to objections to the use of NWP 12 related, primarily, to environmental justice, public participation, and climate change. Any disruption in our ability to obtain coverage under NWP 12 or other general permits may result in increased costs and project delays if we are forced to seek individual permits from the U.S. Army Corps. Our compliance with changing legal requirements could result in our incurring significant additional expenses and operating restrictions with respect to our operations, which may not be fully recoverable from customers and, thus, could materially adversely affect our business, financial condition and results of operations.
Our customers may similarly incur increased costs or restrictions that may limit or decrease those customers’ operations and have an indirect material adverse effect on our business, financial condition and results of operations. For example, on January 27, 2021 President Biden issued an Executive Order ("Tackling the Climate Crisis at Home and Abroad") that included provisions directing the Secretary of the Interior to pause approval of new oil and natural gas leases on public lands pending completion of a comprehensive review and reconsideration of U.S. federal oil and gas permitting and leasing practices and directing the heads of U.S. federal agencies to take steps to ensure that, to the extent consistent with applicable law, federal funding is not directly subsidizing fossil fuels. In July 2021, however, a Federal Court in Louisiana granted a nationwide preliminary injunction against enforcement of the moratorium. On appeal, the injunction was overturned. However, a short time later, the Federal Court in Louisiana issued a nationwide permanent injunction against enforcement of the moratorium. Litigation related to the moratorium continues in various courts. While lease sales continue to some extent, they have been scaled back and are subject to challenge by environmental groups. Also, on November 26, 2021 the Department of the Interior
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issued a report calling for an increase in royalty payments for new oil and gas leases on federal lands and other measures. Royalty rates have been increased for new leases. In November 2022, the Department of the Interior issued a proposed rule that would strictly limit release of methane from oil and gas drilling on public lands. This could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals. Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that seek to reduce GHGs emissions and the EPA, based on its findings that emissions of greenhouse gases present a danger to public health and the environment, has adopted regulations under existing provisions of the U.S. federal Clean Air Act that, among other things, restrict emissions of GHGs and require the monitoring and reporting of GHG emissions from specified onshore and offshore production sources and onshore treating sources in the U.S. on an annual basis. In addition, some communities and cities have banned new natural gas hook-ups or are expected to enact similar electrification measures in response to climate change concerns. Other actions that could be pursued by the Biden Administration may include the imposition of more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities. Such regulations or any new U.S. federal laws restricting emissions of GHGs, such as a carbon tax, from customer operations, or that limit the growth of pipelines and LNG exports from the U.S., could delay or curtail their activities and, in turn, adversely affect our business, financial condition and results of operations.
There is inherent risk of the incurrence of environmental costs and liabilities in our business due to our handling of natural gas and hazardous substances, and historical industry operations and waste management and disposal practices. For example, an accidental release from one of our facilities could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, governmental claims for natural resource damages or imposing fines or penalties for related violations of environmental laws, permits or regulations. In addition, strict, joint and several liabilities may be imposed under certain environmental laws that govern the investigation and remediation of soil and groundwater contamination, which could cause us to become liable for the contamination caused by others, such as prior operators of our facilities, or for the consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken, such as the historic disposal by us of hazardous substances or wastes at third party sites where contamination is subsequently discovered. Private parties, including the owners of the properties through which our assets pass and facilities where our wastes are taken for reclamation or disposal, may also have the right to pursue legal actions against us to enforce compliance, as well as to seek damages for non-compliance, with environmental laws and regulations or for personal injury or property damage that may result from environmental and other impacts of our operations. We may not be able to recover some or any of these costs through insurance or increased revenues, which could materially adversely affect our business, financial condition and results of operations. For more information, see the section entitled "Items 1. and 2. Business and Properties—Regulatory Environment—Environmental and Occupational Health and Safety Regulations".
Our natural gas transportation and storage operations are subject to extensive regulation by the FERC and state regulatory authorities and changes in FERC or state regulation could materially adversely affect our business, financial condition and results of operations.
Our business operations are subject to extensive regulation by the FERC, and state regulatory authorities. Generally, the FERC’s authority extends to rates and charges for interstate pipelines and storage facilities as well as intrastate pipelines and storage facilities providing service in interstate commerce; certification and construction of new interstate pipelines and storage services and facilities and expansion of such facilities; abandonment of interstate pipelines and storage services and facilities; maintenance of accounts and records; relationships between pipelines and certain affiliates; terms and conditions of services and service contracts with customers; depreciation and amortization rates and policies; facility replacements and upgrades; and acquisitions and dispositions of interstate pipelines and storage facilities or assets.
While the FERC may exercise jurisdiction over the rates and terms of service for certain of the services provided by our intrastate pipelines providing service in interstate commerce, such assets are not subject to the FERC’s certification and construction authority. Prior to commencing construction of new or expanded existing interstate pipelines and storage facilities, an interstate pipeline must obtain a certificate from the FERC authorizing the construction, either by filing a new certificate application or filing to amend its existing certificate. In reviewing certificate applications or amendments, the FERC applies its Certificate Policy Statement, which the FERC is considering revising, in part to address the consideration of climate change when acting on such applications. A revised Certificate Policy Statement could result in more stringent review of future projects within the FERC’s jurisdiction.

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FERC regulations also extend to the terms and conditions set forth in agreements for our transportation and storage services executed between interstate transportation and storage service providers and their customers. These service agreements are required to conform, in all material respects, with the forms of service agreements set forth in the interstate company's FERC-approved tariff. Non-conforming agreements must be filed with, and accepted by, the FERC. In the event that the FERC finds that an agreement is materially non-conforming, in whole or in part, it could reject or require us to seek modification of the agreement, or alternatively require us to modify our tariff so that the non-conforming provisions are generally available to all customers or similarly-situated customers. The Vector Pipeline, the Millennium Pipeline, the Birdsboro Pipeline, the NEXUS Gas Transmission Pipeline, and the Washington 10 Storage Complex provide interstate services in accordance with their FERC-approved tariffs.
Compliance with these requirements can be time-consuming, costly and burdensome and FERC action in any of these areas could adversely affect our ability to compete for business, construct new facilities, offer new services or recover the full cost of operating our pipelines. This regulatory oversight can result in longer lead times to develop and complete any future project than competitors that are not subject to the FERC’s regulations. Furthermore, should the FERC or state regulatory authorities find that we have failed to comply with all applicable FERC or state-administered statutes, rules, regulations and orders, or the terms of our tariffs on file with the FERC, we could be subject to administrative and criminal remedies and substantial civil penalties and fines. We cannot give any assurance regarding the likely future regulations under which we will operate our assets or the effect such regulation could have on our business, financial condition and results of operations.
Any changes to the policies of the FERC or state regulatory authorities regarding the natural gas industry may have an impact on us, including the FERC’s approach as it considers policies affecting the establishment and modification of interstate pipeline rates and terms and conditions of service, policies that may affect rights of access to natural gas transmission capacity and policies that govern the FERC's authorization of new or expanded pipeline and storage infrastructure. The FERC is currently considering modifications to its long-standing Certificate Policy Statement that currently governs its granting of certificate authority for the construction of proposed interstate natural gas infrastructure, whether new or expanded. In addition, future U.S. federal, state or local legislation or regulations under which we will operate our assets could materially adversely affect our business, financial condition and results of operations.
We are exposed to costs associated with lost and unaccounted-for volumes.
A certain amount of natural gas is inherently lost and unaccounted-for in connection with meter differences and movement across a pipeline or storage system, and under our contractual arrangements with our customers we are entitled to retain a specified volume of natural gas in order to compensate us for such volumes as well as the natural gas used to run our compressor stations, which we refer to as "fuel usage." The level of fuel usage and lost and unaccounted-for volumes on our transportation, storage and gathering systems may exceed the natural gas volumes retained from our customers as compensation for our fuel usage and lost and unaccounted-for volumes pursuant to our contractual agreements. In addition, our gathering systems have contracts that provide for specified levels of fuel retainage. As such, we may find it necessary to purchase natural gas in the market to make up for any of these differences, which exposes us to commodity price risk. Future exposure to the volatility of natural gas prices as a result of gas imbalances on our transportation, storage and gathering systems could materially adversely affect our business, financial condition and results of operations.
A change in the jurisdictional characterization of our gathering assets may result in increased regulation by FERC, which could cause our revenues to decline and operating expenses to increase and could materially adversely affect our business, financial condition and results of operations.
We believe that our non-jurisdictional natural gas gathering facilities, including those which we refer to as "lateral pipelines," meet the traditional tests the FERC has used to establish a pipeline’s status as an exempt gathering facility not subject to FERC regulation as a jurisdictional natural gas company under the Natural Gas Act, although the FERC has not made a formal determination with respect to the jurisdictional status of those facilities. FERC regulation nonetheless affects our businesses and the markets for products derived from our gathering businesses. The FERC’s policies and practices across the range of its gas regulatory activities, including, for example, its policies on certification of new interstate natural gas facilities, open access transportation, rate making, terms and conditions of service, capacity release and market center promotion, indirectly affect intrastate markets. We have no assurance that the FERC will continue its current policies as it considers matters such as certification of new interstate natural gas facilities, pipeline rates and rules and policies that may affect rights of access to natural gas transportation capacity. In addition, the distinction between FERC-regulated transmission services and gathering services not regulated by FERC has regularly been the subject of substantial litigation in the industry. Consequently, the classification and regulation of some of our gathering operations could change based on future determinations by the FERC, the courts or the U.S. Congress. If our gathering operations become subject to FERC jurisdiction, the result may adversely affect
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the rates we are able to charge and the services we currently provide and may include the potential for a termination of certain gathering agreements, which could materially adversely affect our business, financial condition and results of operations.
State and local legislative and regulatory initiatives relating to gas operations could adversely affect our services and customers’ production and therefore, materially adversely affect our business, financial condition and results of operations.
State and municipal regulations also impact our business. Common purchaser statutes generally require gatherers to gather or provide services without undue discrimination as to source of supply or producer; as a result, these statutes restrict our right to decide whose production we gather or transport. U.S. federal law leaves any economic regulation of natural gas gathering to the states. Some of the states in which we currently operate have adopted complaint-based regulation of gathering activities, which allows gas producers and shippers to file complaints with state regulators in an effort to resolve access and rate grievances. Other state and municipal regulations may not directly regulate our gathering business but may nonetheless affect the availability of natural gas for purchase, treating and sale, including state regulation of production rates and maximum daily production allowable from gas wells. While our gathering lines currently are subject to limited state regulation, there is a risk that state laws will be changed, which may give producers a stronger basis to challenge the rates, terms and conditions of their gathering lines.
Certain states in which we operate have adopted or are considering adopting measures that could impose new or more stringent requirements on gas exploration and production activities. For example, the potential for adverse impacts to our business is present where state or local governments have enacted ordinances directly regulating production rates and maximum daily production allowable from gas wells, and private individuals have sponsored and may in the future sponsor citizen initiatives to limit hydraulic fracturing, increase mandatory setbacks of oil and gas operations from occupied structures and achieve more restrictive state or local control over such activities.
In the event state or local restrictions or prohibitions are adopted in our areas of operations, our customers may incur significant compliance costs or may experience delays or curtailment in the pursuit of their exploration, development or production activities, and possibly be limited or precluded in the drilling of certain wells altogether. Any adverse impact on our customers’ activities would have a corresponding negative impact on our throughput volumes. In addition, while the general focus of debate is on upstream development activities, certain proposals may, if adopted, directly impact our ability to competitively locate, construct, maintain and operate our own assets. Accordingly, such restrictions or prohibitions could materially adversely affect our business, financial condition and results of operations.
Changes in tax laws or regulations may have a material adverse effect on our business, cash flow, financial condition or results of operations.
New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, significant changes to the U.S. tax laws have been proposed, including, among others, an increase in the corporate tax rate and the imposition of a tax on the fair market value of stock that is repurchased by certain corporations. Changes to existing tax laws or the enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay dividends to our shareholders. It cannot be predicted whether or when tax laws, statutes, rules, regulations or ordinances may be enacted, issued, or amended that could materially and adversely impact our financial position, results of operations, or cash flows.
Some of our operations cross the U.S./Canada border and are subject to cross-border regulation.
Our cross-border activities subject us to regulatory matters, including import and export licenses, tariffs, Canadian and U.S. customs and tax issues, and toxic substance certifications. Such regulations include the "Short Supply Controls" of the Export Administration Act, the United States-Mexico-Canada Agreement and the Toxic Substances Control Act. Violations of these licensing, tariff and tax-reporting requirements could result in the imposition of significant administrative, civil and criminal penalties, which could, in turn, materially adversely affect our business, financial condition and results of operations.




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Pipeline Safety and Maintenance Risks
We may incur significant costs and liabilities to maintain our pipeline integrity management program and related testing, pipeline repair, and preventative or remedial measures, as well as other operational and maintenance requirements and assessments.
The U.S. Department of Transportation, through the Pipeline and Hazardous Materials Safety Administration, referred to as "PHMSA," has adopted regulations requiring pipeline operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in a high consequence area, referred to as an "HCA." The regulations require operators to: (i) perform ongoing assessments of pipeline integrity; (ii) identify and characterize applicable threats to pipeline segments that could impact an HCA; (iii) improve data collection, integration and analysis; (iv) repair and remediate the pipeline as necessary; and (v) implement preventive and mitigating actions. PHMSA regulations also require assessment and repairs outside of HCAs in what are referred to as moderate consequence areas or “MCAs.”
Additionally, while states are largely preempted by U.S. federal law from regulating pipeline safety for interstate lines, most are certified by PHMSA to assume responsibility for enforcing U.S. federal intrastate pipeline regulations and inspection of intrastate pipelines. In practice, states can adopt stricter standards for intrastate pipelines than those imposed by PHMSA for interstate lines, and states vary considerably in their authority and capacity to address pipeline safety. Accordingly, midstream operators of pipeline and associated storage facilities may be required to make operational changes or modifications at their facilities to meet standards beyond current federal requirements, where such changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.
Failure to comply with PHMSA or state pipeline safety regulations could result in a number of consequences which may have an adverse effect on our operations. We incur significant costs associated with our compliance with existing PHMSA and state pipeline safety regulations, but we do not believe such costs of compliance will materially adversely affect our business, financial condition and results of operations. We may incur significant costs associated with repair, remediation, preventive and mitigation measures associated with our integrity management programs for pipelines that are not currently subject to regulation by PHMSA and may be required to comply with new safety regulations and make additional maintenance capital expenditures in the future for similar regulatory compliance initiatives that are not reflected in our forecasted maintenance capital expenditures.
Certain portions of our pipelines, storage and gathering infrastructure are aging, which could materially adversely affect our business, financial condition and results of operations.
Certain portions of our systems, particularly our gathering assets in Northern Michigan and our storage assets, have been in operation for many years, with some portions being more than 40 years old. In some cases, certain portions may have been in service for many years prior to our purchase of the relevant systems or have been operated by third parties not under our control and consequently, there may be historical occurrences or latent issues regarding our pipeline systems that management may be unaware of and that could materially adversely affect our business, financial condition and results of operations. Certain portions of our pipeline systems are located in or near areas determined to be HCAs, which are areas where a release could have the most significant adverse consequences. The age and condition of these systems could result in increased maintenance or repair expenditures and any downtime associated with increased maintenance and repair activities could materially reduce our revenue. If, due to their age, certain pipeline sections were to become unexpectedly unavailable for current or future volumes of natural gas because of repairs, maintenance, damage, spills or leaks, or any other reason, it could materially adversely affect our business, financial condition and results of operation.







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Our insurance policies do not cover all losses, costs or liabilities that we may experience, and there is no assurance that we will be able to purchase cost effective insurance in the future.
We are not fully insured against all risks inherent in our business, including environmental accidents that might occur as well as cyber events. In addition, we do not maintain business interruption insurance of the types and in amounts necessary to cover all possible risks of loss, like project delays caused by governmental action or inaction. The occurrence of any operating risks not fully covered by insurance could materially adversely affect our business, financial condition and results of operations.
As a result of market conditions, premiums and deductibles for certain of our insurance policies may substantially increase. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. The occurrence of an event that is not fully covered by insurance could materially adversely affect our business, financial condition and results of operations. If significant changes in the number or financial solvency of insurance underwriters for the energy industry occur, we may be unable to obtain and maintain adequate insurance at a reasonable cost. The unavailability of full insurance coverage or our inability to maintain or obtain insurance of the type and amount we desire at reasonable rates to cover events in which we suffer significant losses could materially adversely affect our business, financial condition and results of operations.
We are subject to cyber security and data privacy laws, regulations, litigation and directives relating to our processing of personal data.
Several jurisdictions in which we operate throughout the U.S. have laws governing how we must respond to a cyber incident that results in the unauthorized access, disclosure or loss of personal data. Our business involves collection, uses and other processing of personal data of our employees, contractors, suppliers and service providers. As legislation continues to develop and cyber incidents continue to evolve, we will likely be required to expend significant resources to continue to modify or enhance our protective measures to comply with such legislation and to detect, investigate and remediate vulnerabilities to cyber incidents. Any failure by us, or a company we acquire, to comply with such laws and regulations could result in reputational harm, loss of goodwill, penalties, liabilities and mandated changes in our business practices. Additionally, if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result.
A terrorist attack, armed conflict or cyber security event, or the threat of them, could harm our business.
In 2012, the U.S. Department of Homeland Security issued public warnings that indicated that pipelines and other assets might be specific targets of terrorist organizations or "cyber security" events. Potential targets might include our pipelines, storage and gathering systems or operating systems and may affect our ability to operate or control our assets or utilize our customer service systems. Also, destructive forms of protests and opposition by extremists and other disruptions, including acts of sabotage or eco-terrorism, against oil and natural gas development and production or midstream treating or transportation activities could potentially result in damage or injury to persons, property or the environment or lead to extended interruptions of our or our customers’ operations. The occurrence of any of these events, including an attack or threat targeted at our pipelines and other assets could cause a substantial decrease in revenues; increased costs or other financial losses; exposure or loss of customer information; damage to our reputation or business relationships; increased regulation or litigation; disruption of our operations; and inaccurate information reported from our operations. These developments may subject our operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could materially adversely affect our business, financial condition and results of operations.
Other Business Risks
Customers’, legislators’ and regulators’ perceptions of us are affected by many factors, including environmental and safety concerns, pipeline reliability, protection of customer information, media coverage and public sentiment. Customers’, legislators’ or regulators’ negative opinion of us could materially adversely affect our business, financial condition and results of operations.
A number of factors can affect customers’, legislators’ or regulators’ perception of us, including safety concerns due to potential natural disasters, the rupture of pipelines or other causes, and our ability to promptly respond to such issues; and our ability to safeguard sensitive customer information. Customers’, legislators’ and regulators’ opinions of us can also be affected by media coverage, including the proliferation of social media, which may include information, whether factual or not, that could damage the perception of our company and the midstream industry.

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If customers, legislators or regulators have or develop a negative opinion of us and our services, or of fossil fuels as an energy source generally, this could make it more difficult for us to achieve favorable legislative or regulatory outcomes. Negative opinions could also result in sales volumes reductions or increased use of other sources of energy, or additional difficulties in accessing capital markets or greater challenges in developing or operating our assets.
In addition, in recent years, increasing attention has been given to corporate activities related to environmental, social and governance, which we call "ESG," matters in public discourse and the investment community.
Investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies are also increasingly focused on climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy. Increasing attention to climate change and environmental conservation may result in increased costs, reduced access to insurance at reasonable rates, reduced demand for our products, reduced profits, negative impacts on our stock price, reduced access to capital markets, and additional governmental investigations and private litigation against us or our customers. To the extent that societal pressures or political or other factors are involved, it is possible that a liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. While we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and products, we cannot guarantee that such participation or certification will have the intended results on our or our products’ ESG profile.
A number of advocacy groups have campaigned for governmental and private action to promote change at public companies related to ESG matters, including increasing attention and demands for action related to climate change, promoting the use of substitutes for fossil fuel products and encouraging the divestment of companies in the fossil fuel industry, and some organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings may lead to increased negative investor and bank financing sentiment toward us and our industry and to the diversion of investment to other companies or industries, which could adversely affect our stock price and our access to and costs of capital and could adversely impact the demand for our services and, in turn, materially adversely affect our business, financial condition and results of operations.
We published our first Corporate Sustainability Report in the second quarter 2022, which detailed how we seek to manage our operations responsibly and ethically, as well as strategies and goals associated with reducing our environmental impact. The Corporate Sustainability Report included our policies and practices on a variety of social and ethical matters, including, but not limited to, corporate governance, environmental compliance, employee health and safety practices, human capital management and workforce inclusion and diversity. We believe providing more expansive disclosure on these topics in our Corporate Sustainability Report increases our level of transparency to our stakeholders and complements the disclosures regarding our contributions to sustainable development in this Form 10-K. It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. We could also incur additional costs and require additional resources to monitor, report and comply with various ESG practices. Also, our failure, or perceived failure, to meet the standards set forth in the Corporate Sustainability Report could negatively impact our reputation, employee retention, and the willingness of our customers and suppliers to do business with us. Any of these consequences could materially adversely affect our business, financial condition and results of operations.
A pandemic, epidemic or outbreak of an infectious disease, such as the COVID-19 pandemic, could materially adversely affect our business, financial condition and results of operations and we face numerous risks related to the COVID-19 pandemic.
A global or national public health crisis, such as COVID-19, may cause disruptions to our business and operational plans.
Some factors from the COVID-19 pandemic that could materially adversely affect our business, financial condition and results of operations include: third-party effects, including contractual and counterparty risk; litigation risk and possible loss contingencies related to COVID-19, employee matters and insurance arrangements; supply/demand market and macroeconomic forces; lower commodity prices; unavailable storage capacity and operational effects; decreased utilization and rates for our assets and services; impact on liquidity and access to capital markets; our ability to comply with our covenants and other restrictions in agreements governing our debt; workforce reductions and furloughs; cyber security threats; operational, health or safety-related incidents; global supply chain disruptions; and U.S. federal, state and local actions. As of December 31, 2022, there have not been meaningful impacts or disruptions to our business, financial condition and results of operations as a result of the COVID-19 pandemic. We continue to assess the impact of the COVID-19 pandemic on an ongoing basis.
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Risks Relating to the Separation
We could have an indemnification obligation to DTE Energy in accordance with the terms of the Tax Matters Agreement if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal tax purposes, which could materially adversely affect our business, financial condition and results of operations
If it were determined that the Distribution did not qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, we could, under certain circumstances, be required to indemnify DTE Energy for the resulting taxes and related expenses. Any such indemnification obligation could materially adversely affect our business, financial condition and results of operations.
In addition, Section 355(e) of the Code generally creates a presumption that the Distribution would be taxable to DTE Energy, but not to shareholders, if we or our shareholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to DTE Energy due to such a 50% or greater change in ownership of our stock, DTE Energy would recognize gain equal to the excess of the fair market value of our common stock distributed to DTE Energy shareholders over DTE Energy’s tax basis in our common stock and we generally would be required to indemnify DTE Energy for the tax on such gain and related expenses. Any such indemnification obligation could materially adversely affect our business, financial condition and results of operations.
We agreed to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.
We agreed in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355(e) of the Code. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may otherwise maximize the value of our business and might discourage or delay a strategic transaction that our shareholders may consider favorable. For more information, see Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
The Separation may expose us to potential liabilities arising out of state and U.S. federal fraudulent conveyance laws and legal dividend requirements.
If DTE Energy files for bankruptcy or is otherwise determined or deemed to be insolvent under U.S. federal bankruptcy laws, a court could deem the Separation or certain internal restructuring transactions undertaken by DTE Energy in connection with the Separation to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A court could void the transactions or impose substantial liabilities upon us, which could materially adversely affect our business, financial condition and results of operations. Among other things, a court could require our shareholders to return to DTE Energy some or all of the shares of our common stock issued in the Separation or require us to fund liabilities of other companies involved in the restructuring transactions for the benefit of creditors. The distribution of our common stock is also subject to review under state corporate distribution statutes. Although DTE Energy intended to make a lawful distribution of our common stock, we cannot assure you that a court will not later determine that some or all of the Distribution to DTE Energy shareholders was unlawful.
After the Separation, certain members of management and directors may face actual or potential conflicts of interest.
Following the Separation, the management and directors of each of DTE Energy and DT Midstream own common stock in both companies and Robert Skaggs, Jr., who is a member of our Board, also serves on the board of directors of DTE Energy, which we refer to as the "DTE Energy Board," and may be required to recuse himself from deliberations relating to arrangements between us and DTE Energy. This ownership and directorship overlap could create, or appear to create, potential conflicts of interest when the management and directors of one company face decisions that could have different implications for themselves and the other company. For example, potential conflicts of interest could arise in connection with the resolution of any dispute regarding the terms of the agreements governing our relationship with DTE Energy. These agreements include the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and any commercial agreements between the parties or their affiliates. Potential conflicts of interest may also arise out of any commercial arrangements that we or DTE Energy may enter into in the future.
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Item 1B. Unresolved Staff Comments
None.

Item 3. Legal Proceedings
For information on legal proceedings and matters related to DT Midstream, see Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Item 4. Mine Safety Disclosures
Our sand mining facility in Louisiana is subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report on Form 10-K.
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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
DT Midstream's common stock is listed under the ticker symbol "DTM" on the NYSE, which is the principal market for such stock. At December 31, 2022, there were 96,754,549 shares of DT Midstream common stock issued and outstanding. These shares were held by a total of 41,083 shareholders of record.
We expect to pay regular cash dividends to DT Midstream common stockholders in the future. Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend consistent with cash flow growth and are targeting a payout ratio consistent with pure-play midstream companies. For information on DT Midstream's dividend restrictions, see Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. There were no sales of unregistered equity securities during the past three years.
Securities Authorized for Issuance Under Equity Compensation Plans
DT Midstream's Long-Term Incentive Plan was approved by shareholders as an equity compensation plan that provides for the annual awarding of stock-based compensation. For additional detail, see Note 13, "Stock-Based Compensation and Defined Contribution Plans" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
See the following table for information as of December 31, 2022:
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
DT Midstream, Inc. Long-Term Incentive Plan 901,894 $— 3,768,578 
_____________________________________
(a)Includes 492,554 Restricted Stock Units and 409,340 Performance Shares
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COMPARISON OF CUMULATIVE TOTAL RETURN
Total Return to DT Midstream Investors
The graph below shows the cumulative total shareholder return assuming the investment of $100, including the reinvestment of dividends, on July 1, 2021, the date of the Separation, in our common stock, the Standard & Poor’s 500 (“S&P 500”) Index, and the Alerian Midstream Energy (“AMNA”) Index. We believe the AMNA Index is meaningful because it is an independent, objective view of the performance of similarly-sized midstream energy companies.
Base PeriodIndexed Returns
Company/IndexJuly 1,
2021		September 30, 2021December 31,
2021		March 31, 2022June 30,
2022		September 30, 2022December 31,
2022
DT Midstream100.00 111.51 117.18 134.10122.74 131.41 141.56 
S&P 500 Index100.00 100.05 111.07 105.96 88.90 84.56 90.94 
Alerian Midstream Energy Index100.00 98.00 97.63 120.99 110.52 109.41 118.56 
dtm-20221231_g2.jpg
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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."
OVERVIEW
Our Business
We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.
Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin, and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.
On July 1, 2021, DT Midstream completed the Separation from DTE Energy and became an independent public company. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Our Strategy
See discussion of DT Midstream's strategy under Part I, Items 1. and 2. "Business and Properties—Our Strategy" of this Form 10-K.
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 discuss the operating performance and future outlook of our segments. Segment information includes intercompany revenues and expenses, as well as other income and deductions that are eliminated in the Consolidated Financial Statements.
For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2022 to the year ended December 31, 2021, or the year ended December 31, 2021 to the year ended December 31, 2020, as applicable.
The following table summarizes our consolidated financial results:
Year Ended December 31,
202220212020
(millions, except per share amounts)
Operating revenues$920 $840 $754 
Net Income Attributable to DT Midstream370 307 312 
Diluted Earnings per Common Share$3.81 $3.16 $3.23 
Year Ended December 31,
202220212020
(millions)
Net Income Attributable to DT Midstream by Segment
Pipeline $228 $178 $155 
Gathering142 129 157 
Total$370 $307 $312 
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Pipeline
The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines including related treatment plants and compression and surface facilities. This segment also includes our equity method investments. Pipeline results and outlook are discussed below:
Year Ended December 31,
202220212020
(millions)
Operating revenues$339 $307 $266 
Operation and maintenance54 59 53 
Depreciation and amortization63 63 52 
Taxes other than income14 13 7 
Asset (gains) losses and impairments, net(6)— — 
Operating Income 214 172 154 
Interest expense57 51 43 
Interest income(1)(1)(4)
Earnings from equity method investees(150)(126)(108)
Loss from financing activities6 — — 
Other (income) and expense— (3)(2)
Income Tax Expense 62 62 58 
Net Income 240 189 167 
Less: Net Income Attributable to Noncontrolling Interests12 11 12 
Net Income Attributable to DT Midstream$228 $178 $155 
Operating revenues increased $32 million in the year ended December 31, 2022, primarily due to higher volumes and rates on LEAP of $21 million, a new customer on Stonewall Gas Gathering of $7 million, and higher volumes and rates on Washington 10 Storage Complex of $4 million. Operating revenues increased $41 million in the year ended December 31, 2021, primarily due to higher LEAP revenues of $51 million as a result of a full year of LEAP operations in 2021. LEAP was placed into service in the third quarter 2020. This increase was partially offset by lower storage revenues at the Washington 10 Storage Complex of $8 million due to lower market rates.
Operation and maintenance expense decreased $5 million in the year ended December 31, 2022, primarily due to lower Separation-related transaction costs of $10 million, partially offset by increased maintenance and labor costs at the Washington 10 Storage Complex of $3 million. Operation and maintenance expense increased $6 million in the year ended December 31, 2021, primarily due to higher Separation-related transaction costs, higher public company costs, and higher LEAP operating costs after it was placed into service in the third quarter 2020, partially offset by cost savings initiatives.
Depreciation and amortization expense increased $11 million in the year ended December 31, 2021, primarily due to higher depreciation related to LEAP of $12 million after it was placed into service in the third quarter 2020, partially offset by lower depreciation of storage assets.
Taxes other than income expense increased $6 million in the year ended December 31, 2021, primarily due to LEAP property and ad valorem taxes after it was placed into service in the third quarter 2020.
Asset (gains) losses and impairments, net decreased $6 million in the year ended December 31, 2022 due to a one-time gain realized from a legal settlement with a supplier that occurred during the three months ended June 30, 2022.
Interest expense increased $6 million in the year ended December 31, 2022, primarily due to higher outstanding borrowings and higher interest rates on our external debt as compared to interest rates on borrowings from DTE Energy prior to the Separation. Interest expense increased $8 million in the year ended December 31, 2021 primarily due to higher capitalized interest during 2020 related to LEAP construction, partially offset by lower interest on borrowings from DTE Energy in 2021.
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Earnings from equity method investees increased $24 million in the year ended December 31, 2022, primarily due to the Millennium acquisition of $9 million, higher revenues from increased contract rates and additional customers at NEXUS of $15 million and higher westbound contracted volumes at Vector Pipeline of $4 million, partially offset by a goodwill impairment at Generation Pipeline of $7 million. On October 7, 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium Pipeline from National Grid. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Earnings from equity method investees increased $18 million in the year ended December 31, 2021, primarily due to higher operating earnings of $12 million from NEXUS, $3 million from the Vector Pipeline and $2 million from the Millennium Pipeline.
Loss from financing activities increased $6 million in the year ended December 31, 2022, due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
Income tax expense was unchanged in the year ended December 31, 2022, due to increased Income before income taxes, fully offset by a decrease in Pennsylvania income tax rates which resulted in a $15 million benefit from remeasuring our deferred tax balances. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Income tax expense increased $4 million in the year ended December 31, 2021, primarily due to an increase in Income before income taxes.
Pipeline Outlook
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 further expansion at the Haynesville System (LEAP) and Stonewall Gas Gathering, new contracts with higher rates on the Washington 10 Storage Complex, and additional growth related to our equity method investments.
Gathering
The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. Gathering results and outlook are discussed below:
Year Ended December 31,
202220212020
(millions)
Operating revenues$581 $534 $489 
Operation and maintenance213 173 123 
Depreciation and amortization107 103 100 
Taxes other than income14 11 8 
Asset (gains) losses and impairments, net(17)17 (2)
Operating Income 264 230 260 
Interest expense80 61 70 
Interest income(2)(3)(5)
Loss from financing activities7 — — 
Other (income) and expense(1)1 (20)
Income Tax Expense 38 42 58 
Net Income Attributable to DT Midstream$142 $129 $157 
Operating revenues increased $47 million in the year ended December 31, 2022, primarily due to higher Blue Union revenues of $42 million and higher volumes on the Appalachia Gathering System of $5 million. Higher Blue Union revenues were driven by recovery of production-related operating expenses of $25 million and increased gathering volumes primarily from new contracts of $17 million. Operating revenues increased $45 million in the year ended December 31, 2021, primarily due to higher gathering revenues on Blue Union of $33 million and the Appalachia Gathering System of $17 million, partially offset by lower volumes on Susquehanna Gathering System of $4 million.

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Operation and maintenance expense increased $40 million in the year ended December 31, 2022, primarily due to higher Blue Union and Susquehanna Gathering System expenses of $46 million and $2 million, respectively, partially offset by lower Appalachia Gathering System expenses of $7 million. Higher Blue Union expenses were driven by planned maintenance and increased production-related operating expenses recovered from customers. Higher public company costs were mostly offset by lower Separation-related transaction costs of $10 million. Operation and maintenance expense increased $50 million in the year ended December 31, 2021, primarily due to an increase of $30 million related to increased Blue Union operations, higher activity on the Appalachia Gathering System, higher Separation-related transaction costs, and higher public company costs.
Depreciation and amortization expense increased $4 million in the year ended December 31, 2022, primarily due to additional depreciation and amortization expense related to new Blue Union and Susquehanna Gathering System assets placed into service.
Asset gains of $17 million in the year ended December 31, 2022 increased as compared to Asset losses and impairments, net of $17 million in the year ended December 31, 2021. The increase was due to a one-time gain on sale of certain assets in the Utica shale region of $17 million that occurred during 2022 as compared to the 2021 loss on notes receivable for an investment in certain assets in the Utica shale region of $19 million, partially offset by a $2 million gain on sale of Michigan gathering assets. See Note 2, "Significant Accounting Policies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Asset losses and impairments, net of $17 million in the year ended December 31, 2021 increased as compared to Asset gains of $2 million in the year ended December 31, 2020, primarily due to the 2021 loss on notes receivable for an investment in certain assets in the Utica shale region.
Interest expense increased $19 million in the year ended December 31, 2022, primarily due to higher outstanding borrowings and higher interest rates on our external debt as compared to interest rates on borrowings from DTE Energy prior to the Separation. Interest expense decreased $9 million in the year ended December 31, 2021 primarily due to a lower interest rate on outstanding borrowings from DTE Energy.
Loss from financing activities increased $7 million in the year ended December 31, 2022 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
Other expense of $1 million in the year ended December 31, 2021 increased as compared to other income of $20 million in the year ended December 31, 2020, primarily due to a post Blue Union acquisition income settlement of $20 million in 2020.
Income tax expense decreased $4 million in the year ended December 31, 2022, primarily due to a decrease in Pennsylvania income tax rates, which resulted in a $10 million benefit from remeasuring our deferred tax balances. The decrease was partially offset by an increase in Income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Income tax expense decreased $16 million in the year ended December 31, 2021, primarily due to a decrease in Income before income taxes.
Gathering Outlook
We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations 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 further expansion at the Haynesville System (Blue Union) and the Appalachia Gathering System.
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CAPITAL INVESTMENTS
Capital spending within our company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. On October 7, 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium Pipeline from National Grid. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Our total capital expenditures, inclusive of $5 million in contributions to equity method investees and the Millennium Pipeline acquisition discussed above, were $895 million for the year ended December 31, 2022. We anticipate total capital expenditures, inclusive of contributions to equity method investees, in 2023 of approximately $605 million to $690 million.
ENVIRONMENTAL MATTERS
We are subject to extensive U.S. federal, state, and local environmental regulations. Additional compliance costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply with such regulation could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures and the replacement costs of aging pipelines and other facilities.
For further discussion of environmental matters, see Part I, Items 1. and 2. "Business and Properties — Regulatory Environment — Environmental and Occupational Health and Safety Regulations" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
CLIMATE CHANGE
We believe we have a responsibility to address climate change and have made consistent, effective environmental policies a priority. Our Board of Directors includes a committee focused on environmental, social and governance initiatives. Our strategy will focus on targeted growth from carbon-reducing technologies associated with our current platforms. We have announced our intent to employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry and we are executing on a plan to achieve net zero carbon emissions by 2050. We expect to achieve a 30% reduction by 2030.
During 2023, we expect to continue our exploration of early-stage development opportunities for energy transition advancements leveraging our existing assets, competencies and partnerships. These opportunities include the following:
•Our efforts to advance carbon capture projects across our geographic regions;
•Our "wellhead to water" expansion proposal of the Haynesville System which offers a carbon neutral pathway for supply to reach LNG markets;
•Our strategic joint development agreement with Mitsubishi Power Americas, Inc. to advance hydrogen development projects across the United States; and
•Our partnership with Project Canary to monitor methane emissions.
Capital expenditure investments for these projects have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section above.
DT Midstream published its inaugural Corporate Sustainability Report in the second quarter 2022. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.
For discussion of various risks including transitional risks associated with climate change related laws and regulations, reputational risks of climate change, and the physical risks of climate change, see Part I, Item 1A. "Risk Factors—Regulatory Risks—Risks related to climate change could be material and adverse to our business, financial condition, results of operations, cash flow, access to and cost of capital or insurance, reputation, and business strategies." of this Form 10-K. For discussion of recent climate change related laws and regulations, see Part I, Items 1. and 2. "Business and Properties — Regulatory Environment—Environmental and Occupational Health and Safety Regulations—Climate Change" of this Form 10-K.
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CAPITAL RESOURCES AND LIQUIDITY
Cash Requirements
Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay approved dividends. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements.
Year Ended December 31,
202220212020
(millions)
Cash and Cash Equivalents at Beginning of Period$132 $42 $46 
Net cash and cash equivalents from operating activities725 572 597 
Net cash and cash equivalents from (used for) investing activities(854)123 (714)
Net cash and cash equivalents from (used for) financing activities58 (605)113 
Net Increase (Decrease) in Cash and Cash Equivalents(71)90 (4)
Cash and Cash Equivalents at End of Period $61 $132 $42 
Operating Activities
Cash flows from our operating activities can be impacted in the short term by the natural gas volumes gathered or transported through our systems under interruptible service revenue contracts, changing commodity prices, seasonality, weather fluctuations, dividends received from equity method investees and the financial condition of our customers. Our preference to enter into firm service revenue contracts leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations.
Net cash and cash equivalents from operating activities increased $153 million in the year ended December 31, 2022, primarily due to net changes in working capital, an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, amortization of operating lease right-of-use assets, and assets (gains) losses and impairments, and an increase in dividends received from equity method investees. These increases were partially offset by an increase in interest expense and an increase in cash paid for income taxes.
Net cash and cash equivalents from operating activities decreased $25 million in the year ended December 31, 2021, primarily due to net changes in working capital, and a decrease in other income driven by proceeds received from a nonrecurring settlement in 2020. These decreases were partially offset by an increase in operating income after adjustment for non-cash items, including depreciation and amortization expense, amortization of operating lease right-of-use assets, and asset (gains) losses and impairments.
Investing Activities
Cash outflows associated with our investing activities are primarily the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees. Cash inflows from our investing activities are generated from proceeds from sale or collection of notes receivable, distributions received from equity method investees, and proceeds from asset sales.
Net cash and cash equivalents used for investing activities of $854 million in the year ended December 31, 2022 increased as compared to net cash and cash equivalents from investing activities of $123 million in the year ended December 31, 2021. The increase was primarily due to the acquisition of an additional 26.25% ownership interest in the Millennium Pipeline from National Grid in 2022, cash collection of the Notes receivable from DTE Energy in 2021, and an increase in cash used for plant and equipment expenditures in 2022, partially offset by proceeds from the sale of notes receivable in 2022.
Net cash and cash equivalents from investing activities of $123 million in the year ended December 31, 2021 increased as compared to net cash and cash equivalents used for investing activities of $714 million in the year ended December 31, 2020. The increase was primarily due to the Separation-related cash collection of the Notes receivable from DTE Energy, a decrease in cash used for plant and equipment expenditures, and a reduction in contributions to equity method investees in 2021.
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Financing Activities
Prior to the Separation, we relied on short-term borrowings and contributions from DTE Energy. In June 2021, we issued the 2029 Notes and 2031 Notes in aggregate principal amount of $2.1 billion and entered into a $1.0 billion Term Loan Facility. Proceeds were used for the repayment of the short-term borrowings due to DTE Energy, as well as a one-time special dividend provided to DTE Energy.
In April 2022, we issued the 2032 Notes in aggregate principal amount of $600 million. We used the net proceeds from the sale of the 2032 Notes of $593 million to partially repay indebtedness under our Term Loan Facility. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
During the years ended December 31, 2022 and 2021, DT Midstream paid cash dividends on common stock of $244 million and $58 million, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Net cash and cash equivalents from financing activities of $58 million in the year ended December 31, 2022 increased as compared to net cash and cash equivalents used for financing activities of $605 million in the year ended December 31, 2021. The increase was primarily due to the 2021 Separation-related repayment of short-term borrowings and special dividend to DTE Energy, partially offset by contributions from DTE Energy that did not recur in 2022. Additionally, the increase was driven by higher borrowings under the revolving credit facility in 2022. The increase was partially offset by lower proceeds from the issuance of long-term debt, higher repayment of long-term debt, and higher dividends paid on common stock in 2022.
Net cash and cash equivalents used for financing activities of $605 million in the year ended December 31, 2021 increased as compared to net cash and cash equivalents from financing activities of $113 million in the year ended December 31, 2021. The increase was primarily due to the 2021 Separation-related repayment of short-term borrowings and special dividend to DTE Energy, a decrease in contributions from DTE Energy, and dividends paid on common stock in 2021. These increases were partially offset by net proceeds received from the issuance of long-term debt in June 2021 and decreased acquisition-related deferred payments.
Outlook
We expect to continue executing on our natural gas-centric business strategy focused on disciplined capital deployment and supported by a flexible, well capitalized balance sheet. Other than the impact of the items discussed below on our debt and equity capitalization, we are not aware of any trends, other demands, commitments, events or uncertainties that are reasonably likely to materially impact our liquidity position.
Our working capital requirements will be primarily driven by changes in accounts receivable and accounts payable. We continue our efforts to identify opportunities to improve cash flows through working capital initiatives and obtaining additional long-term firm service revenue contracts from customers.
Our sources of liquidity include cash generated from operating activities and available borrowings under our Revolving Credit Facility. In June 2021, we issued the 2029 Notes and 2031 Notes in aggregate principal amount of $2.1 billion and entered into a $1.0 billion Term Loan Facility. We also entered into a $750 million secured Revolving Credit Facility for general corporate purposes and letter of credit issuances to support our future operations and liquidity. In April 2022, we issued the 2032 Notes in an aggregate principal amount of $600 million and used the net proceeds of $593 million to partially repay indebtedness under our Term Loan Facility.
In October 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium Pipeline from National Grid. Additionally, we amended the Credit Agreement to increase the Revolving Credit Facility commitments by $250 million to aggregate commitments of $1.0 billion and extended the maturity to October 19, 2027. See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional discussion on the Millennium Pipeline acquisition. The Credit Agreement covering the Term Loan Facility and Revolving Credit Facility includes financial covenants that DT Midstream must maintain. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional discussion on the amendment of the Credit Agreement and required financial covenants.
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As of December 31, 2022, we had $39 million of letters of credit outstanding and $330 million of borrowings outstanding under our Revolving Credit Facility. We had approximately $692 million of available liquidity as of December 31, 2022, consisting of amounts available under our Revolving Credit Facility and cash and cash equivalents.
We expect to pay regular cash dividends to DT Midstream common stockholders in the future. Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend consistent with cash flow growth and are targeting a payout ratio consistent with pure-play midstream companies.
We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate amounts of liquidity and to meet future operating cash, capital expenditure and debt servicing requirements. However, virtually all of our businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact future earnings and cash flows.
See Note 1, "Description of the Business and Basis of Presentation", Note 10, "Debt" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Credit Ratings
Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. Our management believes that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors.
Contractual Obligations

The following table details our contractual obligations due by year as of December 31, 2022:
20232024202520262027 and Thereafter
(millions)
Short-term borrowings (a)
$330 $— $— $— $— 
Long-Term Debt:
Senior Notes (b)
— — — — 2,100 
Senior Secured Notes (c)
— — — — 600 
Term Loan Facility (d)
— — — — 399 
Letters of Credit— — — — 39 
   Interest Expense (e)
127 125 125 125 467 
Operating Leases16 9 3 1 8 
Other Purchase Commitments11 13 12 11 56 
Total Obligations$484 $147 $140 $137 $3,669 
_____________________________
(a) Short-term borrowings under our Revolving Credit Facility can be extended up to the October 2027 expiration date.
(b) Excludes $26 million of unamortized debt issuance costs.
(c) Excludes $1 million of unamortized debt discount and $6 million of unamortized debt issuance costs.
(d) Excludes $2 million of unamortized debt discount and $5 million of unamortized debt issuance costs.
(e) Interest Expense calculation related to the Term Loan Facility assumes the variable rate of LIBOR is 0.50% plus the margin rate of 2.00%.
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OFF-BALANCE SHEET ARRANGEMENTS
We are party to off-balance sheet arrangements, which include our equity method investments. See Note 1, "Description of the Business and Basis of Presentation—Principles of Consolidation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further discussion of the nature, purpose and other details of such agreements.
Other off-balance sheet arrangements include the Vector Pipeline Line of Credit, which is discussed further in Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
INDEMNIFICATION OBLIGATIONS
We could have an indemnification obligation to DTE Energy pursuant to the Tax Matters Agreement and the Separation and Distribution Agreement. See Part I, Item 1A. "Risk Factors—Risks Relating to the Separation—We could have an indemnification obligation to DTE Energy in accordance with the terms of the Tax Matters Agreement if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal tax purposes, which could materially adversely affect our business, financial condition and results of operations" of this Form 10-K for additional information.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires that management applies accounting policies and makes estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the Consolidated Financial Statements. Management believes that the areas described below require significant judgment in the application of the accounting policy or in making estimates and assumptions in matters that are inherently uncertain and that may change in subsequent periods. Additional discussion of our accounting policies can be found in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K.
Goodwill
We have goodwill that resulted from business combinations. An impairment test for goodwill is performed annually as of October 1st, or whenever events or circumstances indicate that the value of goodwill may be impaired. In performing the impairment test, we compare the fair value of each reporting unit to its carrying value including goodwill. If the carrying value including goodwill exceeds the fair value of a reporting unit, an impairment loss would be recognized. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
The October 1, 2022 fair values for the reporting units were calculated using an income approach. In prior years, the fair values for the reporting units were calculated using an equal weighted combination of the income approach and the market approach. We determined that the income approach was appropriate as we believe it is most representative of the value that would be received from a market participant as it allows the projected future results and cash flows to be generated by each reporting unit and the estimated fair value, to better align with DT Midstream's business model as it reflects the specific strengths of DT Midstream's reporting units. For example, many of our peers have commodity risk exposure resulting from the structure of their revenue contracts, while the majority of our revenue is generated under firm service revenue contracts. The income approach utilizes significant assumptions that require judgment by management. One such significant assumption is a terminal value that utilizes an assumed long-term growth rate, which incorporates management’s judgment regarding sustainable long-term growth of the reporting units. Another significant assumption includes the weighted average cost of capital (WACC) which is used to discount estimates of projected future results and cash flows to be generated by each reporting unit. The WACC is based on our cost of debt, which includes U.S. industrial bond spreads, and cost of equity, which consists of U.S. Treasury Rates plus an equity risk premium. If current expectations of future long-term growth are not met or market factors outside of our control change, such as U.S. Treasury Rates, this may lead to a goodwill impairment in the future.
Our goodwill impairment analysis included a comparison of the estimated fair value of the Company as a whole to our market capitalization. Management also compared the implied market multiple under the income approach to midstream industry transaction multiples and considered other market indicators to support the appropriateness of the fair value estimates.
In between annual impairment tests, we monitor our estimates and assumptions regarding estimated future cash flows, including the impact of movements in market indicators in future quarters, and will update the impairment analyses if a triggering event occurs. While we believe the assumptions are reasonable, actual results may differ from projections. To the
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extent projected results or cash flows are revised downward, the reporting unit may be required to write down all or a portion of its goodwill, which would adversely impact our earnings.
We performed our annual impairment test as of October 1, 2022 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed.
The results of the test are as follows as of the October 1, 2022 valuation date:
Reporting UnitGoodwill
Weighted Average Costs of Capital
Fair Value Reduction % (a)
Valuation Methodology (b)
(millions)
Pipeline $53 9.0 %52 %DCF
Gathering420 9.2 %8 %DCF
$473 
__________________________________
(a) Percentage by which the estimated fair value of the reporting unit would need to decline to equal its carrying value including goodwill. The fair value reduction percentage narrowed as compared to the October 1, 2021 annual impairment test, principally due to the increased WACC. The WACC primarily increased due to the increased risk-free interest rate and increased industrial bond spreads during 2022.
(b) Discounted cash flows (DCF) incorporated 2022-2026 projected cash flows plus a calculated terminal value. DT Midstream calculated the terminal year cash flows using an estimated long-term growth rate of 2.0%, discounted at the WACC for each of the reporting units.
Assessment of Long-Lived Assets for Impairment
We evaluate the carrying value of long-lived assets, excluding goodwill, when circumstances indicate that the carrying value of those assets may not be recoverable. Conditions that could have an adverse impact on the cash flows and fair value of the long-lived assets are a deteriorating business climate, condition of the asset, or plans to dispose of or abandon the asset before the end of its useful life, which could result from the loss of or reduction in volume from our customers. The review of long-lived assets for impairment requires significant assumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions and anticipated customer revenues. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level for which independent cash flows of long-lived assets can be identified from other groups of assets and liabilities. Impairment may occur when the carrying value of the asset exceeds the future undiscounted cash flows. When the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the amount of the impairment loss is determined by measuring the excess of the long-lived asset over its fair value. An impairment would require us to reduce both the long-lived asset and current period earnings by the amount of the impairment, which would adversely impact our earnings.
As part of our ongoing reviews of business operations and associated long-lived assets, we did not identify any indicators of impairment that existed during 2022.
Assessment of Equity Method Investments for Impairment
We assess at each balance sheet date whether there is objective evidence that the equity method investment is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we determine whether the decline below carrying value is other than temporary. If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment.
As part of our ongoing reviews of equity method investment operations, we did not identify any indicators of impairment that existed during 2022.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 3, "New Accounting Pronouncements" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
51

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Price Risk
Our business is dependent on the continued availability of natural gas production and reserves in our areas of operation. Low prices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and future production that is accessible by our pipeline and storage assets. We manage our exposure through the use of short, medium, and long-term storage, gathering, and transportation contracts. Consequently, our existing operations and cash flows have limited direct exposure to commodity price risk.
Credit Risk
We are exposed to credit risk, which is the risk of loss resulting from nonpayment or nonperformance under a contract. We manage our exposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certain transactions, we may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support. Our FERC tariffs require tariff customers that do not meet specified credit standards to provide three months of credit support, however, we are exposed to credit risk beyond this three-month period when our tariffs do not require our customers to provide additional credit support. For some long-term contracts associated with system expansions, we have entered into negotiated credit agreements that provide for enhanced forms of credit support if certain credit standards are not met.
We depend on a key customer, Southwestern Energy, in the Haynesville formation in the Gulf Coast and in the Utica and Marcellus formations in the Northeastern U.S. for a significant portion of our revenues. The loss of, or reduction in volumes from, this key customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.
We engage with customers that are sub-investment grade, including our key customer, Southwestern Energy. These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. We regularly monitor for bankruptcy proceedings that may impact our customers and had no bankruptcy proceedings during the year ended December 31, 2022.
Interest Rate Risk
We are subject to interest rate risk in connection with the issuance of debt. Our exposure to interest rate risk arises primarily from changes in LIBOR and SOFR. As of December 31, 2022, we had floating rate debt of $729 million and a floating rate debt-to-total debt ratio of 21% related to the variable rate Term Loan Facility entered into June 2021. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
We are subject to interest rate risk in connection with our goodwill impairment assessment. See the section entitled "—Critical Accounting Estimates" for more information.
Summary of Sensitivity Analysis
A sensitivity analysis was performed on the fair values of our long-term debt obligations. The sensitivity analysis involved increasing and decreasing rates at December 31, 2022 by a hypothetical 10% and calculating the resulting change in the fair values. The hypothetical losses related to long-term debt would be realized only if we transferred all of our fixed-rate long-term debt to other creditors. The results of the sensitivity analysis are as follows:
Assuming a 10% Increase in Rates
Assuming a 10% Decrease in Rates
Change in the Fair Value of
ActivityAs of December 31, 2022
(millions)
Interest rate risk$(96)$102 Long-term debt
52

Item 8. Financial Statements
The following Consolidated Financial Statements are included herein:
Page
53

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DT Midstream, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of DT Midstream, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders' equity/member's equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

54

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for Equity Method Investment in NEXUS Gas Transmission, LLC and Millennium Pipeline Company, LLC
As described in Note 1 to the consolidated financial statements, the Company has investments in non-consolidated affiliates that are accounted for using the equity method. Under the equity method, investments are recorded at historical cost as an asset and adjusted for capital contributions, dividends received, and the Company’s share of the investee’s earnings or losses, which is recorded as earnings from equity method investees. The Company’s equity method investments are periodically evaluated for certain factors that may be indicative of other-than-temporary impairment. As of December 31, 2022, the Company’s equity method investment balance in NEXUS Gas Transmission, LLC (“NEXUS”) and Millennium Pipeline Company, LLC (“Millennium”) was $1,313 million and $752 million, respectively. For the year ended December 31, 2022, earnings from equity method investees were $150 million, of which earnings from NEXUS and Millennium were a significant portion.
The principal considerations for our determination that performing procedures relating to the accounting for the equity method investment in NEXUS and Millennium is a critical audit matter are a high degree of audit subjectivity and effort in performing procedures and evaluating the audit evidence obtained related to the recognition of the NEXUS and Millennium investment balances and earnings.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to equity method investments. These procedures also included, among others, (i) testing the completeness and accuracy of the NEXUS and Millennium investment balances and earnings by reconciling to investee financial information and testing investment activity, including contributions and distributions; (ii) performing inquiries with management and investee auditors and inspecting information to understand and evaluate management’s consideration of NEXUS and Millennium accounting matters, including management’s assertion that there were no indicators of other-than-temporary impairment; and (iii) performing procedures to evaluate subsequent events impacting NEXUS and Millennium.

/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 16, 2023
We have served as the Company’s auditor since 2020.

55

DT Midstream, Inc.
Consolidated Statements of Operations

Year Ended December 31,
202220212020
(millions, except per share amounts)
Revenues
Operating revenues$920 $840 $754 
Operating Expenses
Operation and maintenance267 231175
Depreciation and amortization170 166152
Taxes other than income28 2415
Asset (gains) losses and impairments, net(23)17 (2)
Operating Income 478 402 414 
Other (Income) and Deductions
Interest expense137 112 113 
Interest income(3)(4)(9)
Earnings from equity method investees(150)(126)(108)
Loss from financing activities13 — — 
Other (income) and expense(1)(2)(22)
Income Before Income Taxes482 422 440 
Income Tax Expense 100 104 116
Net Income 382 318 324 
Less: Net Income Attributable to Noncontrolling Interests12 1112
Net Income Attributable to DT Midstream$370 $307 $312 
Basic Earnings per Common Share
Net Income Attributable to DT Midstream$3.83 $3.17 $3.23 
Diluted Earnings per Common Share
Net Income Attributable to DT Midstream$3.81 $3.16 $3.23 
Weighted Average Common Shares Outstanding
Basic96.7 96.7 96.7 
Diluted97.2 96.9 96.7 

See Notes to Consolidated Financial Statements
56

DT Midstream, Inc.
Consolidated Statements of Comprehensive Income

Year Ended December 31,
202220212020
(millions)
Net Income $382 $318 $324 
Foreign currency translation and unrealized gain on derivatives, net of tax— 1 2 
Other comprehensive income— 1 2 
Comprehensive income 382 319 326 
Less: Comprehensive income attributable to noncontrolling interests12 1112
Comprehensive Income Attributable to DT Midstream$370 $308 $314 

See Notes to Consolidated Financial Statements
57

DT Midstream, Inc.
Consolidated Statements of Financial Position
December 31,
20222021
(millions)
ASSETS
Current Assets
Cash and cash equivalents$61 $132 
Accounts receivable (net of $— allowance for expected credit loss for each period end)
161 169 
Notes receivable
Third party— 5 
Related party— 4 
Deferred property taxes22 25 
Other18 25 
262 360 
Investments
Investments in equity method investees2,200 1,691 
Property
Property, plant, and equipment4,534 4,109 
Accumulated depreciation(728)(619)
3,806 3,490 
Other Assets
Goodwill473 473 
Long-term notes receivable
Third party— 2 
Related party4 — 
Operating lease right-of-use assets31 36 
Intangible assets, net2,025 2,082 
Other32 32 
2,565 2,625 
Total Assets$8,833 $8,166 


See Notes to Consolidated Financial Statements
58

DT Midstream, Inc.
Consolidated Statements of Financial Position
December 31,
20222021
(millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable$119 $22 
Current portion of long-term debt— 10 
Short-term borrowings330 — 
Operating lease liabilities16 16 
Dividends payable62 58 
Interest payable10 4 
Property taxes payable29 24 
Accrued compensation20 17 
Other28 26 
614 177 
Long-Term Debt (net of current portion)3,059 3,036 
Other Liabilities  
Deferred income taxes923 856 
Operating lease liabilities19 21 
Other64 55 
1,006 932 
Total Liabilities4,679 4,145 
Commitments and Contingencies (Note 12)
Stockholders' Equity/Member's Equity
Preferred stock ($0.01 par value, 50,000,000 shares authorized, and no shares issued or outstanding at December 31, 2022 and 2021)
— — 
Common stock ($0.01 par value, 550,000,000 shares authorized, and 96,754,549 and 96,734,010 shares issued and outstanding at December 31, 2022 and 2021, respectively)
1 1 
Additional paid in capital3,469 3,450 
Retained earnings547 431 
Accumulated other comprehensive income (loss)(10)(10)
Total DT Midstream Equity4,007 3,872 
Noncontrolling interests147 149 
Total Equity4,154 4,021 
Total Liabilities and Equity$8,833 $8,166 


See Notes to Consolidated Financial Statements
59

DT Midstream, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31,
202220212020
(millions)
Operating Activities
Net Income $382 $318 $324 
Adjustments to reconcile Net Income to Net cash and cash equivalents from operating activities:
Depreciation and amortization170 166 152 
Stock-based compensation17 12 6 
Amortization of operating lease right-of-use assets19 18 17 
Deferred income taxes70 104 111 
Earnings from equity method investees(150)(126)(108)
Dividends from equity method investees181 129 134 
Asset (gains) losses and impairments, net(17)17 (2)
Loss from financing activities13 — — 
Changes in assets and liabilities:
Accounts receivable, net8 (43)(16)
Accounts payable — third party7 4 (2)
Accounts payable — related party— (10)1 
Other current and noncurrent assets and liabilities25 (17)(20)
Net cash and cash equivalents from operating activities725 572 597 
Investing Activities
Plant and equipment expenditures(338)(140)(518)
Proceeds from sale of notes receivable22 — — 
Distributions from equity method investees17 9 5 
Contributions to equity method investees(5)(11)(35)
Acquisition of additional interest in equity method investee(552)— — 
Notes receivable repaid by (due from) DTE Energy— 263 (146)
Notes receivable — third party and related party2 — (20)
Other investing activities— 2 — 
Net cash and cash equivalents from (used for) investing activities(854)123 (714)
Financing Activities
Issuance of long-term debt, net of discount and issuance costs591 3,047 — 
Repayment of long-term debt(596)(5)— 
Short-term borrowings (repayment of borrowings) from DTE Energy— (3,175)253 
Borrowings under the Revolving Credit Facility370 25 — 
Repayment of borrowings under the Revolving Credit Facility(40)(25)— 
Payment of Revolving Credit Facility issuance costs(3)(7)— 
Acquisition-related deferred payment— — (380)
Repurchase of common stock(3)— — 
Distributions to noncontrolling interests(14)(16)(12)
Dividends paid on common stock(244)(58)— 
Dividend to DTE Energy— (501)— 
Contributions from DTE Energy— 110 252 
Other financing activities(3)— — 
Net cash and cash equivalents from (used for) financing activities58 (605)113 
Net Increase (Decrease) in Cash and Cash Equivalents(71)90 (4)
Cash and Cash Equivalents at Beginning of Period132 42 46 
Cash and Cash Equivalents at End of Period $61 $132 $42 
Supplemental disclosure of cash information
Cash paid for:
Interest, net of interest capitalized125 103 113 
Income taxes24 3 3 
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accruals$99 $10 $21 

See Notes to Consolidated Financial Statements
60

DT Midstream, Inc.
Consolidated Statements of Changes in Stockholders' Equity/Member's Equity

Additional Paid In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling Interests
Common Stock
SharesAmountTotal
(dollars in millions, shares in thousands)
Balance, December 31, 2019— $— $3,081 $501 $(13)$155 $3,724 
Net Income— — — 312 — 12 324 
Distributions to noncontrolling interests— — — — — (12)(12)
Taxes and other adjustments— — 252 (62)— — 190 
Other comprehensive income, net of tax— — — — 2 — 2 
Balance, December 31, 2020— $— $3,333 $751 $(11)$155 $4,228 
Net Income — — — 307 — 11 318 
Reorganization to C Corporation(a)
1 — — — — — — 
Issuance of common shares to DTE Energy(b)
96,731 1 — — — — 1 
Dividend to DTE Energy— — — (501)— — (501)
Dividends declared on common stock ($1.20 per common share)
— — — (116)— — (116)
Distributions to noncontrolling interests— — — — — (16)(16)
Stock-based compensation2 — 8 — — — 8 
Taxes and other adjustments— — 109 (10)— (1)98 
Other comprehensive income, net of tax— — — — 1 — 1 
Balance, December 31, 202196,734 $1 $3,450 $431 $(10)$149 $4,021 
Net Income — — — 370 — 12 382 
Dividends declared on common stock ($2.56 per common share)
— — — (248)— — (248)
Distributions to noncontrolling interests— — — — — (14)(14)
Stock-based compensation78 — 17 (2)— — 15 
Repurchase of common stock(57)— — (3)— — (3)
Taxes and other adjustments— — 2 (1)— — 1 
Balance, December 31, 202296,755 $1 $3,469 $547 $(10)$147 $4,154 
_____________________________________
(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

















61


DT Midstream, Inc.
Notes to Consolidated Financial Statements


NOTE 1 — DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
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 segments: (i) Pipeline, which includes interstate pipelines, intrastate pipelines, storage systems, lateral pipelines including related treatment plants and compression and surface facilities, and (ii) Gathering, which includes gathering systems, related treatment plants, and compression and surface facilities. DT Midstream's Pipeline segment also includes joint venture interests in equity method investees which own and operate interstate pipelines that connect to DT Midstream’s wholly owned assets.
DT Midstream’s core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions to the premium production areas of the Marcellus/Utica natural gas formation in the Appalachian Basin, and connect key demand centers and LNG export terminals in the Gulf Coast region to premium production areas of the Haynesville natural gas formation.
In connection with the Separation from DTE Energy, on January 13, 2021, DTE Gas Enterprises, LLC, and its consolidated subsidiaries 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 December 31, 2020, and a corporation with stockholders' equity as of December 31, 2022 and 2021, Consolidated Statements of Changes in Stockholders' Equity/Member's Equity are presented as of December 31, 2022, 2021, and 2020. In June 2021, the DT Midstream Board of Directors authorized the issuance of an additional 96,731,466 common shares in anticipation of the Separation, for a total of 96,732,466 common shares issued and outstanding. DT Midstream is authorized to issue 50,000,000 shares of preferred stock at $0.01 par value. No preferred stock was issued or outstanding as of December 31, 2022 and 2021.
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. Following the Separation on July 1, 2021, DT Midstream became an independent public company listed under the symbol "DTM" on the NYSE. DTE Energy did not retain ownership in DT Midstream.
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. 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.

62


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Cost Allocations
Prior to the Separation, DT Midstream received monthly allocations of general corporate expenses from DTE Energy which were classified within the appropriate Consolidated Statements of Operations line item. Operation and maintenance for the year ended December 31, 2021 included approximately $20 million of Separation-related transaction costs for legal, accounting, auditing and other professional services. Effective July 1, 2021, with the completion of the Separation, DT Midstream no longer received corporate allocations from DTE Energy.
Corporate allocation amounts from DTE Energy were as follows:
Year Ended December 31,
20212020
(millions)
Operation and maintenance$32 $29 
Other expense— 1
Total DTE Energy corporate allocations$32 $30 
Cash Management
DT Midstream's sources of liquidity include cash generated from operations and available borrowings under our Revolving Credit Facility.
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, 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. Effective July 1, 2021, DT Midstream no longer participated in the cash management program and the working capital loan was terminated.
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. DT Midstream owns an 85% interest in the Stonewall Gas Gathering VIE and is the primary beneficiary, therefore 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.


63


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The following table summarizes the major line items in the Consolidated Statements of Financial Position for consolidated VIEs as of December 31, 2022 and 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. The assets and liabilities of consolidated VIEs that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIEs' obligations have been excluded from the table below.
Amounts for consolidated VIEs are as follows:
December 31,
20222021
(millions)
ASSETS (a)
Cash$27 $23 
Accounts receivable — third party9 8 
Other current assets3 3 
Intangible assets, net498 513 
Property, plant and equipment, net403 408 
Goodwill25 25 
$965 $980 
LIABILITIES (a)
Accounts payable and other current liabilities$4 $5 
Other noncurrent liabilities4 4 
$8 $9 
_____________________________________
(a)Amounts shown are 100% of the consolidated VIEs' assets and liabilities.
DT Midstream had a variable interest in an investment in certain assets in the Utica shale region that was accounted for as a Note receivable — third party. DT Midstream did not have an ownership interest in the entity and was not the primary beneficiary. This investment was sold during the second quarter 2022. See Note 2, "Significant Accounting Policies – Financing Receivables" to the Consolidated Financial Statements for additional discussion.
Amounts for the non-consolidated VIE were as follows:
December 31,
20222021
(millions)
Notes receivable — current$— $5 
Notes receivable — noncurrent— 2 
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. See Note 15, "Related Party Transactions" to the Consolidated Financial Statements.
64


DT Midstream, Inc.
Notes to 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. 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 December 31, 2022 and 2021, DT Midstream’s carrying amounts of investments in equity method investees exceeded our share of the underlying equity in the net assets of the investees by $368 million and $32 million, respectively. The difference will be amortized over the life of the underlying assets. As of December 31, 2022 and 2021, DT Midstream's consolidated retained earnings balance includes undistributed earnings from equity method investments of $43 million and $84 million, respectively.
Equity method investees are described below:
Investments As of% Owned As of
December 31,December 31,
Equity Method Investee2022202120222021
(millions)
NEXUS $1,313 $1,348 50%50%
Vector Pipeline135 136 40%40%
Millennium Pipeline752 207 52.5%26.25%
Total investments in equity method investees$2,200 $1,691 
On October 7, 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium Pipeline from National Grid. The transaction was financed with cash on hand and available capacity under the Company's Revolving Credit Facility. The purchase constituted National Grid's full ownership interests in Millennium Pipeline, and brought DT Midstream's total ownership interest in Millennium Pipeline to 52.50%. DT Midstream accounts for its ownership interest in Millennium Pipeline under the equity method of accounting. Millennium is not a VIE and DT Midstream does not have a controlling interest due to shared control with its partner over all of Millennium's significant business activities. DT Midstream’s carrying amount of the Millennium Pipeline investment exceeded our share of the underlying equity in the net assets of the Millennium Pipeline by $343 million on the acquisition date.
The following tables present summarized financial information of DT Midstream's non-consolidated equity method investees. The amounts included below represent 100% of the results of continuing operations of such entities, including the portion owned by other parties.
Summarized balance sheet data is as follows:
December 31,
20222021
(millions)
Current assets$198 $201 
Non-current assets4,160 4,300 
Current liabilities206 225 
Non-current liabilities$476 $521 
Summarized income statement data is as follows:
Year Ended December 31,
202220212020
(millions)
Operating revenues$800 $738 $708 
Operating expenses396 371 381 
Net Income$372 $333 $294 

65


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

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, which are stated at net realizable value.
DT Midstream regularly monitors the credit quality of its financing receivables by reviewing counterparty credit quality indicators and monitoring for triggering events, such as a credit rating downgrade or bankruptcy. DT Midstream has three internal grades of credit quality, with internal grade 1 as the lowest risk and internal grade 3 as the highest risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through December 31, 2022. As of December 31, 2022, the Notes receivable — related party of $4 million, which originated prior to 2021, was classified as internal grade 1.
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 expected 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 expected 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, including existing and future economic conditions.
Cash receipts 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 had an investment in certain assets in the Utica shale region which was accounted for as a Note receivable — third party. In the second quarter 2021, we assessed the note receivable for expected loss and 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. Subsequently, as cash payments were received, a portion was recognized as interest income. A third party purchased our investment in certain assets in the Utica shale region based on significantly improved commodity pricing during the second quarter 2022 for proceeds of $22 million. This resulted in a gain of $17 million recorded in Asset (gains) losses and impairments, net on the Consolidated Statement of Operations. DT Midstream maintains no continuing involvement with the note receivable.
There are no notes receivable on nonaccrual status and no past due financing receivables as of December 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 particular circumstances of the associated receivable. Uncollectible expense (recovery) was zero for the years ended December 31, 2022 and 2021, and $(2) million for the year ended December 31, 2020.

66


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The following table presents a roll-forward of the activity for DT Midstream's financing receivables' (accounts receivable and notes receivable) allowance for expected credit loss. Our collections on accounts receivable from customers are current, and no material rate of historical loss was noted, which resulted in no allowance for expected credit loss as of December 31, 2022. The balance is shown as a deduction from the respective financing receivable's balance in the Consolidated Statements of Financial Position.
202220212020
Allowance for expected credit loss- Accounts Receivable(millions)
Balance at January 1$— $— $8 
Additions: Charged to costs, expenses, and other accounts— — — 
Deductions: Current period provision and write-offs charged against allowance— — (8)
Balance at December 31$— $— $— 
Allowance for expected credit loss- Notes Receivable
Balance at January 1$— $— $— 
Additions: Charged to costs, expenses, and other accounts— 19 — 
Deductions: Current period provision and write-offs charged against allowance— (19)— 
Balance at December 31$— $— $— 
Property, Plant, and Equipment
Property is stated at cost and includes construction-related labor, materials, and overhead. Expenditures for maintenance and repairs are charged to expense when incurred. DT Midstream's property, plant and equipment is depreciated over its estimated useful life using the straight-line method. See Note 6, "Property, Plant, and Equipment and Intangible Assets" to the Consolidated Financial Statements.
Intangible Assets
Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited. See Note 6, "Property, Plant, and Equipment and Intangible Assets" to the Consolidated Financial Statements.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted future cash flows generated by the asset, an impairment loss is recognized resulting in the asset being written down to its estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.
Operation and Maintenance
Operation and maintenance is primarily comprised of costs for labor and employee benefits, outside services, materials, compression, purchased natural gas, operating lease costs, office 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, were also included in operation and maintenance prior to the Separation.
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.
Other Income - Blue Union/LEAP Settlement
In the third quarter 2020, DT Midstream reached a post-acquisition settlement with M5 Louisiana Holdings, LLC. The settlement did not relate to the Blue Union/LEAP acquisition price. The proceeds of $20 million are included in Other (income) and expense on the Consolidated Statement of Operations for the year ended December 31, 2020.
67


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Other Accounting Policies
FootnoteTitle
Note 4Revenue
Note 7Income Taxes
Note 9Fair Value
Note 11Leases
NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted 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 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. Subsequently, in December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, which further deferred the sunset date to December 31, 2024. The optional relief is temporary and cannot be applied to contract modifications and hedging relationships entered into or evaluated after December 31, 2024. DT Midstream adopted this standard which did not have a material impact on our Consolidated Financial Statements.
NOTE 4 — REVENUE
Significant Accounting Policy
Pipeline revenues consist of services related to the gathering, transportation and/or storage of natural gas. Gathering revenues consist of services related to the gathering, processing, and/or treating of natural gas. Revenue is measured based upon the pricing or consideration for such services specified in the contract with a customer. Consideration may consist of both fixed components including fixed demand charges and fixed deficiency fee rates for MVCs, and variable components including fixed rates for the actual volumes flowed under interruptible services and other associated fees.
DT Midstream's contracts with customers generally contain a single performance obligation, which is a promise to deliver either a distinct service or a series of distinct services to the customer. When multiple performance obligations exist, the contract consideration is allocated between the performance obligations based on the relative standalone selling price, which is determined by prices charged to customers or the adjusted market assessment approach. The adjusted market assessment approach involves evaluating the market in which DT Midstream sells services and estimating the price that a customer in that market would be willing to pay.
Revenue is recognized when performance obligations are satisfied by delivering a service to a customer, which occurs when the service is provided to the customer. When a customer simultaneously receives and consumes the 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's revenues, including estimated unbilled amounts, are generally recognized over time as actual services are provided, or ratably over time when providing a stand-ready service. Unbilled amounts are generally determined using preliminary meter data volumes and contracted pricing, and typically result in minor adjustments. Generally, uncertainties in the variable consideration components are resolved and revenue amounts are known at the time of recognition. DT Midstream has determined that the above methods represent a faithful depiction of delivering a service to the customer. Revenues are typically billed and consideration received monthly, however, certain deficiency fees related to MVCs are billed quarterly or annually.
Certain of our Gathering contracts allow for the recovery of production-related operating expenses, which are recorded as revenue and operating expense.
68


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Disaggregation of Revenue

The following is a summary of revenues disaggregated by segment:
Year Ended December 31,
202220212020
(millions)
Pipeline (a)
$339 $307 $266 
Gathering581534489
Elimination of Inter-segment Revenue— (1)(1)
Total operating revenues$920 $840 $754 
__________________________________
(a)Includes revenues outside the scope of Topic 606 primarily related to contracts accounted for as leases of $10 million for the year ended December 31, 2022, and $9 million for the years ended December 31, 2021, and 2020.

Nature of Services
DT Midstream primarily provides two types of revenue services: firm service and interruptible service. Firm service revenue contracts provide for fixed revenue commitments regardless of actual volumes of natural gas that flow, which leads to more stable operating performance, revenues and cash flows and limits our exposure to natural gas price fluctuations. Firm service revenue contracts are typically long-term and structured using fixed demand charges or MVCs with fixed deficiency fee rates. Contracts structured using fixed demand charges contain a performance obligation of a stand-ready series of distinct services that are substantially the same with the same pattern of transfer to the customer, therefore revenue is recognized ratably over time. Contracts structured using MVCs with fixed deficiency fee rates require customers to transport or store a minimum volume of natural gas over a specified time period. If a customer fails to meet its MVCs for the specified time period, the contract consideration includes a fixed rate for the actual volumes transported, gathered or stored, and a deficiency fee for the shortfall between the MVCs and the actual volumes transported, gathered or stored. If a customer exceeds its MVC for the specified time period, the contract consideration is based on fixed rates for the actual volumes transported, gathered or stored. The contract consideration is allocated to each distinct monthly performance obligation, consistent with the allocation objective and based upon the level of effort required to satisfy the service obligation. Revenues are generally recognized over time based on the output measure of natural gas volumes transported, gathered or stored, with the recognition of the deficiency fee revenue in the period when it is known the customer cannot make up the deficient volumes in the specified time period. Interruptible service revenue contracts typically contain fixed rates, with total consideration dependent on actual natural gas volumes that flow. Interruptible service revenues are recognized over time based on the output measure of natural gas volumes transported, gathered or stored.
Contract Liabilities
The following is a summary of contract liability activity:
20222021
(millions)
Balance at January 1$28 $23 
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period13 8 
Revenue recognized that was included in the balance at the beginning of the period(9)(3)
Balance at December 31
$32 $28 
The contract liabilities at DT Midstream generally represent amounts paid by customers for which the associated performance obligation has not yet been satisfied. Performance obligations associated with contract liabilities are principally related to customer prepayments. Contract liabilities associated with these services are recognized upon delivery of the service to the customer.
69


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The following table presents contract liability amounts as of December 31, 2022 that are expected to be recognized as revenue in future periods:
(millions)
2023$4 
20244 
20254 
20264 
20275 
2028 and thereafter11 
Total$32 
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 volumes transported, gathered or stored, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.
Such contracts consist of various types of performance obligations, including providing 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 contract consideration is variable at the contract inception. Contract lengths vary from cancellable to multi-year.
The following table presents revenue amounts related to fixed consideration associated with unsatisfied performance obligations as of December 31, 2022 that are expected to be recognized as revenue in future periods:
(millions)
2023$102 
202488 
202577 
202650 
202733 
2028 and thereafter50 
Total$400 
Costs to Obtain or Fulfill a Contract
DTM recognizes an asset from the costs incurred to obtain a contract only if it expects to recover those costs. In addition, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. These capitalized costs are amortized as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the services to which such costs relate.
As of both December 31, 2022 and 2021, the Company had capitalized costs to obtain or fulfill a contract of $19 million, which are included in other current assets and other noncurrent assets in the accompanying Consolidated Statements of Financial Position. During the year ended December 31, 2022, 2021, and 2020, we recognized $1 million of amortization expense related to such capitalized costs.




70


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Major Customers
The following table summarizes customers which represent 10% or more of our total revenue for the years ended December 31, 2022, 2021 and 2020. Both Pipeline and Gathering segments provide services to these customers.
202220212020
CustomerPercentageCustomerPercentageCustomerPercentage
Revenueof TotalRevenueof TotalRevenueof Total
Customers:(millions, except percentages)
Customer A$596 65 %$563 67 %$227 31 %
Customer B**84 10 %84 11 %
Customer C****$278 37 %
*Represents less than 10%
NOTE 5 — GOODWILL
DT Midstream has goodwill that resulted from business combinations. The carrying value of goodwill is evaluated for impairment on an annual basis or whenever events or circumstances indicate that the value of goodwill may be impaired. We performed our annual impairment test as of October 1, 2022 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed. No additions, impairments or other changes occurred during the years ended December 31, 2022 and 2021.
The following is the summary of the carrying amount of goodwill:
Year Ended December 31,
20222021
(millions)
Goodwill$473 $473 
NOTE 6 — PROPERTY, PLANT, AND EQUIPMENT AND INTANGIBLE ASSETS
Property, Plant, and Equipment
The following is a summary of Property, plant, and equipment by classification:
Average Estimated Useful Life
December 31,
20222021
(years)(millions)
Property, plant, and equipment
Land and other non-depreciable assetsN/A$97 $97 
Rights of way and easements
25 to 40
103 103 
Pipelines and interconnects
25 to 40
2,845 2,816 
Facilities and processing plants
7 to 40
998 976 
Wells and well equipment
40 to 70
70 71 
General plant
3 to 30
32 23 
Construction in progressN/A389 23 
Total Property, plant, and equipment$4,534 $4,109 
Less accumulated depreciation(728)(619)
Net Property, plant, and equipment$3,806 $3,490 
71


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Intangible Assets
DT Midstream has intangible assets as shown below:
December 31, 2022December 31, 2021
Useful Lives
Gross Carrying Value
Accumulated Amortization
Net Carrying Value
Gross Carrying Value
Accumulated Amortization
Net Carrying Value
(millions)
Intangible assets subject to amortization
Customer relationships
25 - 40 years (a)
$2,252 $(233)$2,019 $2,252 $(177)$2,075 
Contract intangibles
14 - 26 years
18 (12)6 18 (11)7 
Total $2,270 $(245)$2,025 $2,270 $(188)$2,082 
_____________________________________
(a) The useful lives of the customer relationship intangible assets are based on the number of years in which the assets are expected to economically contribute to the business. The expected economic benefit incorporates existing customer contracts and expected renewal rates based on the estimated volume and production lives of gas resources in the region.
The following table summarizes DT Midstream’s estimated customer relationships and contract intangibles amortization expense to be recognized during each year through 2027:
20232024202520262027
(millions)
Estimated amortization expense$57 $57 $57 $57 $57 
Depreciation and Amortization
The following is a summary of depreciation and amortization expense by asset type:
Year Ended December 31,
202220212020
(millions)
Property, plant, and equipment$113 $108 $97 
Customer relationships and other intangible assets, net57 58 55 
Total Depreciation and amortization$170 $166 $152 
NOTE 7 — INCOME TAXES
Significant Accounting Policy – Accounting for Income Taxes
The Company records the effect of income taxes in accordance with GAAP, which provides for the use of an asset and liability approach.
Deferred income tax assets and liabilities are recognized for temporary differences between the basis of assets and liabilities for financial reporting and tax purposes and measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of changes in the enacted rates is recognized in earnings in the period of enactment.
Our recognition of deferred tax assets is based upon a more-likely-than-not criterion. We routinely assess realizability based on objectively weighted available positive and negative evidence.
We account for uncertainties in income taxes using a benefit recognition model with a two-step approach: a more-likely-than-not recognition criterion, and a measurement attribute that measures the position as the largest amount of tax benefit that it is greater than a 50% likelihood of being realized upon ultimate settlement. If the benefit does not meet the more likely than not criteria for being sustained on its technical merits, no benefit will be recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold.
72


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The Separation – Tax Considerations
For periods prior to the Separation, discussed at Note 1, "Description of the Business and Basis of Presentation", 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.
Tax Legislation
On July 8, 2022, the Commonwealth of Pennsylvania enacted House Bill (H.B.) 1342 which includes a corporate income tax rate reduction from 9.99% to 4.99% that will phase-in over a nine-year period. As a corporate taxpayer in Pennsylvania and in accordance with tax accounting guidance, DT Midstream recorded a $25 million impact of remeasuring our deferred tax balances to continuing operations (tax expense) in the year ended December 31, 2022.
On August 16, 2022, President Biden signed H.R. 5374 ("Inflation Reduction Act" or "IRA") into law. The IRA includes a number of tax, health care, and energy-related provisions, which largely go into effect in tax years after December 31, 2022, and do not have a material impact on our consolidated financial statements for the year ended December 31, 2022.
DT Midstream’s total Income Tax Expense varied from the statutory federal income tax rate for the following reasons:
Year Ended December 31,
202220212020
(millions)
Income Before Income Taxes$482$422$440
Income tax expense at statutory rate1018992
State and local income taxes, net of federal benefit241725
State legislative rate change(25)(3)—
Other, net—1(1)
Income Tax Expense $100$104$116
Effective income tax rate20.7 %24.7 %26.5 %
DT Midstream's effective tax rate is lower than 2021 primarily due to the remeasurement of deferred taxes related to state rate changes (discussed above at Tax Legislation).
Components of DT Midstream’s Income Tax Expense were as follows:
Year Ended December 31,
202220212020
(millions)
Current income tax expense
Federal$16 $1 $— 
State and other income tax 14 (1)5 
Total current income taxes30 — 5 
Deferred income tax expense
Federal86 85 84 
State and other income tax (16)19 27 
Total deferred income tax70 104 111 
$100 $104 $116 
Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts in DT Midstream's Consolidated Financial Statements. We believe it is more likely than not that we will generate sufficient taxable income in future periods to realize our deferred tax assets.
73


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

DT Midstream’s deferred tax assets (liabilities) were comprised of the following:
December 31,
20222021
(millions)
Deferred income tax balance components
Property, plant, and equipment$(336)$(363)
Federal net operating loss carry-forward129 175 
State and local net operating loss carry-forward, net of federal79 97 
Investment in equity method investees and partnerships(811)(774)
Other16 9 
Net deferred income tax asset / (liability)$(923)$(856)
Total deferred income tax assets and liabilities
Deferred income tax assets$234 $288 
Deferred income tax liabilities(1,157)(1,144)
$(923)$(856)
DT Midstream has recorded a deferred tax asset related to a federal net operating loss carry-forward of $129 million as of December 31, 2022. U.S. federal net operating losses will be available to be carried forward indefinitely and available to offset 80% of taxable income in future years.
DT Midstream has recorded state and local deferred tax assets related to net operating loss carry-forwards of $79 million at December 31, 2022. The state and local net operating loss carry-forwards expire from 2033 through 2040.
Uncertain Tax Positions
As of December 31, 2022 and 2021, DT Midstream does not have any unrecognized tax benefits.
For periods prior to the Separation, DT Midstream was a member of the consolidated tax return of DTE Energy. As of the balance sheet date, DTE Energy’s federal income tax returns for 2021 and subsequent years remains subject to examination by the Internal Revenue Service (IRS). DTE Energy also files in multiple states, the statutes of which are open to examination for various periods.
For periods after the Separation, DT Midstream's income tax returns remain subject to examination by federal, state, and local taxing jurisdictions.
74


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 8 — 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 potentially dilutive and, if 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.
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 on June 30, 2021 for a total of 96,732,466 common shares issued and outstanding at the Separation date. This share amount is treated as issued and outstanding and utilized for the calculation of historical basic and diluted earnings per share for all periods prior to the Separation.
The following is a reconciliation of DT Midstream's basic and diluted earnings per share calculation:
Year Ended December 31,
202220212020
(millions, except per share amounts)
Basic and Diluted Earnings per Common Share
Net Income Attributable to DT Midstream$370 $307 $312 
Average number of common shares outstanding — basic96.796.796.7
Incremental shares attributable to:
Average dilutive restricted stock units and performance share awards0.5 0.2 — 
Average number of common shares outstanding — diluted97.296.996.7
Basic Earnings per Common Share$3.83 $3.17 $3.23 
Diluted Earnings per Common Share$3.81 $3.16 $3.23 
DT Midstream declared the following cash dividends:
Dividends Declared Dividend Amount
Dividend Payment Date
(quarter ended)(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
June 30$0.64 $62 July 2022
September 30$0.64 $62 October 2022
December 31$0.64 $62 January 2023
75


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 9 — 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.
Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments:
December 31, 2022December 31, 2021
CarryingFair ValueCarryingFair Value
AmountLevel 1Level 2Level 3AmountLevel 1Level 2Level 3
(millions)
Cash equivalents (a)
$— $— $— $— $50 $— $50 $— 
Short-term notes receivable
Third party— — — — 5 — — 5 
Related party— — — — 4 — — 4 
Long-term notes receivable
Third party— — — — 2 — — 2 
Related party4 — — 4 — — — — 
Long-term debt (b)
$3,059 $— $2,701 $— $3,046 $— $3,163 $— 
______________________________________
(a)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 $3,099 million, net of unamortized debt discounts and issuance costs.
76


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 10 — DEBT
Amendment to Credit Agreement
On October 19, 2022, DT Midstream amended the Credit Agreement to increase the Revolving Credit Facility commitments by $250 million to aggregate commitments of $1.0 billion. The amendment also extended the Revolving Credit Facility maturity date to October 19, 2027, replaced the Revolving Credit Facility's LIBOR interest rate references with SOFR, and incorporated various amendments, including amendments to pricing, guarantee and collateral provisions, that will become effective if DT Midstream receives an investment-grade rating from two of the three credit rating agencies.
Debt Issuances
On June 9, 2021, DT Midstream issued the 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").
In April 2022, DT Midstream issued $600 million in aggregate principal amount of 4.300% senior secured notes due April 2032 (the "2032 Notes"). The 2032 Notes 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. The 2032 Notes have a security fall away provision where the collateral securing the notes will be released if DT Midstream receives an investment-grade rating from two of the three credit rating agencies. As part of the issuance of the 2032 Notes, DT Midstream's capitalized debt issuance and discount costs are approximately $4 million and $1 million, respectively.
Debt Redemptions
DT Midstream used $593 million of the net proceeds from the sale of the 2032 Notes to make a partial repayment on the existing indebtedness under the Term Loan Facility. As a result, required quarterly principal payments were eliminated, and the remaining Term Loan Facility balance is not due until maturity in 2028. There were no prepayment costs in conjunction with the partial redemption of the Term Loan Facility. The early redemption resulted in a loss on extinguishment of debt of $9 million and loss on modification of debt of $4 million relating to the write-off of unamortized discount and issuance costs, which was recorded as a loss from financing activities on DT Midstream’s Consolidated Statements of Operations for the year ended December 31, 2022.
Long-Term Debt
DT Midstream's long-term debt outstanding included:
MaturityDecember 31,December 31,
TitleTypeInterest RateDate20222021
(millions)
2029 Notes
Senior Notes (b)
4.125%2029$1,100 $1,100 
2031 Notes
Senior Notes (b)
4.375%20311,000 1,000 
2032 Notes
Senior Secured Notes (c)
4.300%2032600 — 
Term Loan FacilityTerm Loan Facility
Variable (a)
2028399 995 
Long-term debt principal3,099 3,095 
Unamortized debt discount(3)(4)
Unamortized debt issuance costs (37)(45)
Long-term debt due within one year— (10)
Long-term debt (net of current portion)$3,059 $3,036 
______________________________
(a) Variable rate is LIBOR plus 2.00%, where LIBOR will not be less than 0.50%. The Term Loan Facility includes $399 million with a one-month LIBOR interest period which ended January 31, 2023.
(b) Interest payable semi-annually in arrears each June 15 and December 15.
(c) Interest payable semi-annually in arrears each April 15 and October 15.

77


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The following table presents the scheduled debt maturities, excluding any unamortized discount on debt:
20232024202520262027 and ThereafterTotal
(millions)
Debt maturities$— — — — 3,099 $3,099 
Short-Term Credit Arrangements and Borrowings
The following table presents the availability under the Revolving Credit Facility:
December 31,
2022
(millions)
Total availability
Revolving Credit Facility, expiring October 2027
$1,000 
Amounts outstanding
Revolving Credit Facility borrowings330 
Letters of credit39 
369 
Net availability $631 
Borrowings under the Revolving Credit Facility are used for general corporate purposes, acquisitions including our Millennium Pipeline acquisition, and letter of credit issuances to support DT Midstream's operations and liquidity. The Revolving Credit Facility incurred initial issuance costs of $7 million in 2021 and Credit Agreement amendment costs of $3 million in 2022, which are included net of amortization in Other noncurrent assets on DT Midstream's Consolidated Statements of Financial Position as of December 31, 2022. These costs are being amortized over the extended term of the Revolving Credit Facility.
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 December 31, 2022, the debt service coverage ratio, the consolidated net leverage ratio and the interest coverage ratio was 6.9 to 1, 3.8 to 1 and 6.3 to 1, respectively, and DT Midstream was in compliance with these financial covenants.
Dividend Restrictions
The indenture governing the 2029 and 2031 Notes permits the payment of quarterly dividends on common stock in each fiscal year up to a dividend capacity calculated as defined in the indenture. For 2022, the dividend capacity remaining at year end was $200 million.
The Credit Agreement permits the payment of quarterly dividends on common stock in each fiscal year as long as giving pro forma effect thereto, DT Midstream maintains a first lien net leverage ratio that does not exceed 3.25 to 1. DT Midstream maintained such first lien net leverage ratio at December 31, 2022.
78


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 11 — LEASES
Lessee
Leases at DT Midstream are primarily comprised of equipment and buildings with terms ranging from approximately 3 to 11 years.
A lease is deemed to exist when DT Midstream has the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain time period and consideration paid. The right to control is deemed to occur when DT Midstream has the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets.
Lease liabilities are determined utilizing a discount rate to determine the present values of lease payments. GAAP requires the use of the rate implicit in the lease when it is readily determinable. When the rate implicit in the lease is not readily determinable, the incremental borrowing rate is used. The incremental borrowing rate is based upon the rate of interest that would have been paid on a collateralized basis over similar contract terms to that of the leases. The incremental borrowing rates have been determined utilizing an implied secured borrowing rate based upon an unsecured rate for a similar time period of remaining lease terms, which is then adjusted for the estimated impact of collateral.
DT Midstream has leases with non-index-based escalation clauses for fixed dollar or percentage increases.
DT Midstream has certain leases which contain purchase options. Based upon the nature of the leased property and terms of the purchase options, DT Midstream has determined it is not reasonably certain that such purchase options will be exercised. Thus, the impact of the purchase options has not been included in the determination of right-of-use assets and lease liabilities for the subject leases.
DT Midstream has certain leases which contain renewal options. Where the renewal options were deemed reasonably certain to occur, the impacts of such options were included in the determination of the right of use assets and lease liabilities.
DT Midstream has agreements with lease and non-lease components, which are generally accounted for separately. Consideration in a lease is allocated between lease and non-lease components based upon the estimated relative standalone prices.
The components of lease cost for the following years includes:
Year Ended December 31,
202220212020
(millions)
Operating lease cost$20 $19 $18 
Short-term lease cost— — 1 
$20 $19 $19 
DT Midstream has elected not to apply the lease recognition requirements to leases with a term of 12 months or less. Operating lease cost includes amortization of operating lease right-of-use assets and other related costs. Operating and short-term lease costs are recorded to Operation and Maintenance within Operating Expenses in the Consolidated Statement of Operations.
79


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Other relevant information related to leases for the following years includes:
Year Ended December 31,
202220212020
Supplemental Cash Flows Information(millions, except years and percentages)
Cash paid for amounts included in the measurement of these liabilities:
Operating cash flows for operating leases$18$19$18
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$14$9$16
Weighted Average Remaining Lease Term
Operating leases4.0 years4.4 years3.2 years
Weighted Average Discount Rate
Operating leases3.5 %2.6 %2.8 %
DT Midstream's future minimum lease payments under leases for remaining periods as of December 31, 2022 are as follows:
Operating Leases
(millions)
2023$16 
20249 
20253 
20261 
20271 
2028 and thereafter7 
Total future minimum lease payments37 
Imputed interest(2)
Lease liabilities$35 
Lessor
DT Midstream leases assets under an operating lease for a pipeline which commenced in December 2018. The lease is comprised of fixed payments with a remaining term of 16 years. The operating lease does not have renewal provisions or options to purchase the assets at the end of the lease and does not have termination for convenience provisions. The lease term extends to the end of the estimated economic life of the leased assets, thereby resulting in no residual value.
A lease is deemed to exist when DT Midstream has provided other parties with the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain time period and consideration received. The right to control is deemed to occur when DT Midstream has provided other parties with the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets.
DT Midstream's fixed lease income associated with the operating lease was $10 million for the year ended December 31, 2022 and $9 million for each of the years ended December 31, 2021 and 2020. Fixed lease income is reported in Operating Revenues on DT Midstream's Consolidated Statement of Operations. Depreciation expense associated with the property under the operating lease was $3 million for each of the years ended December 31, 2022, 2021 and 2020.
80


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

DT Midstream's future minimum rental revenues for remaining periods as of December 31, 2022 are as follows:
Operating Lease
(millions)
2023$9 
20249 
20259 
20269 
20279 
2028 and thereafter96 
$141 
Property under the operating lease for DT Midstream is as follows:
December 31,
20222021
(millions)
Gross property under operating leases$58 $58 
Accumulated amortization of property under operating leases$12 $9 
NOTE 12 — 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.
Guarantees
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. DT Midstream did not have any guarantees of other parties' obligations as of December 31, 2022.
Purchase Commitments
As of December 31, 2022, DT Midstream was party to long-term purchase commitments relating to a variety of goods and services required for their business. DT Midstream estimates lifetime purchase commitments of approximately $103 million.
(millions)
2023$11 
202413 
202512 
202611 
202710 
2028 and thereafter46 
Total$103 
81


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Vector Pipeline Line of Credit
DT Midstream is the lender under a revolving term credit facility to Vector Pipeline, the borrower, in the amount of Canadian $70 million. The credit facility was 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 December 31, 2022 is USD $52 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 formations. Slope restoration expenditures are typically capital in nature. As of December 31, 2022 and 2021, DT Midstream had accrued contingent liabilities of $19 million and $20 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.
Bankruptcies
DT Midstream’s Gathering segment provides gas gathering services under customer contracts with gas shippers in the Utica and Marcellus formations in Pennsylvania and West Virginia, and one of these customers, Arsenal Resources, entered into bankruptcy. In 2020, DT Midstream received payments of approximately $4 million from Arsenal Resources under the terms of a bankruptcy cure agreement. There was no allowance for expected credit loss remaining at December 31, 2022 and 2021.
NOTE 13 — STOCK-BASED COMPENSATION AND DEFINED CONTRIBUTION PLANS
The DT Midstream, Inc. Long-Term Incentive Plan ("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, consultants and members of DT Midstream's Board of Directors. As a result of a restricted stock award grant, restricted stock unit or performance share settlement, or by exercise of a stock option, DT Midstream may issue 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 participant's name. The DT Midstream Plan began on the Separation date. Key provisions of the DT Midstream Plan are:
•Authorized limit as of December 31, 2022 was 4,750,000 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.
•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.
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.

82


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

The restricted stock awards and performance share 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 awards and performance share 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 and the unrecognized compensation costs described below. The Separation modification did not result in incremental fair value for any other converted restricted stock awards or performance share awards.
Prior to the Separation, DT Midstream received an allocation of costs from DTE Energy associated with stock-based compensation. Allocated costs for the year ended December 31, 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 summarizes the components of stock-based compensation for DT Midstream.
Year Ended December 31,
202220212020
(millions)
Stock-based compensation expense$17 $12 $6 
Tax benefit$4 $3 $2 
Restricted Stock Units
Restricted stock units granted under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive common stock, a cash payment, or a combination thereof at the end of the specified vesting period, which is generally three or four years. Restricted stock units are deemed to be equity awards. The fair value of restricted stock units is based on the closing price of DT Midstream's common stock on the grant date. The fair value is amortized to compensation expense on a graded vesting schedule over the vesting period. Restricted stock units are settled with DT Midstream common stock. Fractional shares are settled in cash.
During the period beginning on the grant date of restricted stock units and ending on the vesting date, the number of restricted stock units granted will increase, assuming full dividend reinvestment on the dividend payment date. The recipient of the restricted stock unit has no shareholder rights during the vesting period. Restricted stock units are nontransferable and subject to risk of forfeiture during the vesting period. Forfeitures are recognized in the period they occur.
The following table summarizes DT Midstream's restricted stock unit activity for the year ended December 31, 2022:
Restricted
Stock Units		Weighted Average
Grant Date
Fair Value
(thousands)(per share)
Nonvested at December 31, 2021466 $41.60 
Granted (a)
91 49.73 
Forfeited(20)43.73 
Vested (b)
(69)40.23 
Nonvested at December 31, 2022468 $43.28 
_____________________________________
(a)Includes initial grants and reinvested dividends.
(b)Includes vested, not issued shares of 24 thousand at December 31, 2022. Shares will be issued in first quarter 2023.
The weighted-average grant date fair value of restricted stock units granted, excluding reinvested dividends, during 2022 was $52.25. The intrinsic value of restricted stock units vested and issued during the years ended December 31, 2022 and 2021 was $3 million and $0.1 million, respectively. No restricted stock units were granted by DT Midstream during the years ended December 31, 2021 or 2020.
83


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Performance Shares
Performance share awards granted under the DT Midstream Plan are for a specified number of shares of DT Midstream common stock that entitle the holder to receive common stock, a cash payment, or a combination thereof at the end of the specified vesting period, which is generally three years. Performance share awards are deemed to be equity awards. DT Midstream accrues performance share compensation expense over the vesting period based on the grant date fair value calculated using: (i) DT Midstream's closing common stock price on the grant date; (ii) the grant date fair value of the market condition; and (iii) the probable achievement of performance objectives. For the performance shares converted at the Separation, the grant date fair value was based on DTE Energy's stock price and market conditions at grant date. The number of shares issued at settlement is determined based on the achievement of certain DT Midstream performance objectives and market conditions. The performance share awards are settled with DT Midstream common stock. Fractional shares are settled in cash.
During the period beginning on the grant date of performance share awards and ending on the certification date of the DT Midstream performance objectives, the number of performance shares granted will increase, assuming full dividend reinvestment on the dividend payment date. The recipient of a performance share award has no shareholder rights during the vesting period. Performance share awards are nontransferable and are subject to risk of forfeiture during the vesting period. Forfeitures are recognized in the period they occur.
The following table summarizes DT Midstream's performance share activity for the year ended December 31, 2022:
Performance Shares
Weighted Average
Grant Date
Fair Value
(thousands)(per share)
Nonvested at December 31, 2021290 $40.63 
Granted (a)
240 65.64 
Forfeited(42)57.93 
Settled(79)34.89 
Nonvested at December 31, 2022409 $56.55 
_____________________________________
(a)Includes initial grants, reinvested dividends and shares added for final performance metrics on settled awards.
The weighted-average grant date fair value of performance shares granted, excluding reinvested dividends, during 2022 was $72.97. The intrinsic value of performance shares settled during the year ended December 31, 2022 was $4 million. No performance share awards were granted or settled by DT Midstream during the years ended December 31, 2021 or 2020.
Unrecognized Compensation Costs
As of December 31, 2022, DT Midstream had $21 million of total unrecognized compensation costs related to non-vested stock incentive plan arrangements. The cost is expected to be recognized over a weighted-average period of 1.85 years.
Defined Contribution Plans
DT Midstream sponsors defined contribution retirement savings plans, and participation in one of these plans is available to substantially all employees. DT Midstream matches employee contributions up to certain predefined and Internal Revenue Service limits based on eligible compensation and the employee's contribution rate, and contributes additional amounts in lieu of traditional pension and post-employment healthcare benefits. Prior to the Separation, DT Midstream participated in the defined contribution retirement savings plans of DTE Energy. DT Midstream's cost for these plans was $5 million, $3 million and $2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

84


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 14 — SEGMENT AND RELATED INFORMATION
DT Midstream sets strategic goals, allocates resources, and evaluates performance based on the following structure:
The Pipeline segment 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 Pipeline segment is engaged in the transportation and storage of natural gas for intermediate and end user customers.
The 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 treating, 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 transportation, water disposal, 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 years ended December 31, 2022, 2021 and 2020.
Financial data for DT Midstream's business segments follows:
Year Ended December 31, 2022
PipelineGatheringEliminationsTotal
(millions)
Operating revenues$339 $581 $— $920 
Operation and maintenance54 213 — 267 
Depreciation and amortization63 107 — 170 
Taxes other than income14 14 — 28 
Asset (gains) losses and impairments, net(6)(17)— (23)
Operating Income 214 264 — 478 
Interest expense57 80 — 137 
Interest income(1)(2)— (3)
Earnings from equity method investees(150)— — (150)
Loss from financing activities6 7 — 13 
Other (income) and expense— (1)— (1)
Income Tax Expense 62 38 — 100 
Net Income 240 142 — 382 
Less: Net Income Attributable to Noncontrolling Interests12 — — 12 
Net Income Attributable to DT Midstream$228 $142 $— $370 
Capital expenditures and acquisitions$638 $252 $— $890 
December 31, 2022
Investments in equity method investees$2,200 $— $— $2,200 
Goodwill53 420 — 473 
Total Assets$4,625 $4,208 $— $8,833 
85


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

Year Ended December 31, 2021
PipelineGatheringEliminationsTotal
(millions)
Operating revenues$307 $534 $(1)$840 
Operation and maintenance59 173 (1)231 
Depreciation and amortization63 103 — 166 
Taxes other than income13 11 — 24 
Asset (gains) losses and impairments, net— 17 — 17 
Operating Income 172 230 — 402 
Interest expense51 61 — 112 
Interest income(1)(3)— (4)
Earnings from equity method investees(126)— — (126)
Other (income) and expense(3)1 — (2)
Income Tax Expense 62 42 — 104 
Net Income 189 129 — 318 
Less: Net Income Attributable to Noncontrolling Interests11 — — 11 
Net Income Attributable to DT Midstream$178 $129 $— $307 
Capital expenditures and acquisitions$20 $120 $— $140 
December 31, 2021
Investments in equity method investees$1,691 $— $— $1,691 
Goodwill53 420 — 473 
Total Assets$4,165 $4,001 $— $8,166 

Year Ended December 31, 2020
PipelineGatheringEliminationsTotal
(millions)
Operating revenues$266 $489 $(1)$754 
Operation and maintenance53 123 (1)175 
Depreciation and amortization52 100 — 152 
Taxes other than income7 8 — 15 
Asset (gains) losses and impairments, net— (2)— (2)
Operating Income 154 260 — 414 
Interest expense43 70 — 113 
Interest income(4)(5)— (9)
Earnings from equity method investees(108)— — (108)
Other (income) and expense(2)(20)— (22)
Income Tax Expense 58 58 — 116 
Net Income 167 157 — 324 
Less: Net Income Attributable to Noncontrolling Interests12 — — 12 
Net Income Attributable to DT Midstream$155 $157 $— $312 
Capital expenditures and acquisitions$350 $168 $— $518 
December 31, 2020
Investments in equity method investees$1,691 $— $— $1,691 
Goodwill53 420 — 473 
Total Assets$4,343 $3,999 $— $8,342 
86


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 15 — RELATED PARTY TRANSACTIONS
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.
Prior to the Separation, DTE Energy and its subsidiaries provided physical operations, maintenance, and technical support pursuant to an operating agreement for DT Midstream’s facilities. DT Midstream also utilized various services performed by DTE Energy and its subsidiaries including marketing and capacity optimization services.
Prior to the Separation, interest expense recorded in the Consolidated Statements of Operations was primarily related to interest on the Short-term borrowings due to DTE Energy, amounts of which are shown in the table below. The working capital loan agreement had interest rates of 3.3% for 2021 and 3.9% for 2020 and a term of one year. No interest expense on Short-term borrowings due to DTE Energy was incurred after the Separation.
In June 2021, 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 $9 million
•Provided a one-time special dividend to DTE Energy
On July 1, 2021, DTE Energy completed the Separation through the distribution of 96,732,466 shares of DT Midstream common stock to DTE Energy shareholders. After the Separation, DTE Energy is not considered a related party of DT Midstream.
The following is a summary of DT Midstream's balances with related parties:
December 31,
20222021
(millions)
Notes receivable from Vector — current$— $4 
Notes receivable from Vector — long-term4 — 
Current Liabilities — Other3 3 
The following is a summary of DT Midstream’s transactions with related parties:
Year Ended December 31,
202220212020
(millions)
Revenues
Pipeline$— $5 $16 
Gathering— 10 10 
Other Costs
Interest income— (5)(6)
Interest expense— 43 110 
Operation and maintenance and Other expense(1)43 54 
Other
Notes receivable (due from) repaid by DTE Energy— 263 (146)
Short-term borrowings (repayment of borrowings) from DTE Energy— (3,175)253 
Dividend to DTE Energy— (501)— 
Contributions from DTE Energy— 110 252 
Non-cash distributions to DTE Energy— (10)(62)

87


DT Midstream, Inc.
Notes to Consolidated Financial Statements 

NOTE 16 — SUBSEQUENT EVENT
Dividend Declaration
On February 16, 2023, DT Midstream announced that DT Midstream's Board of Directors declared a quarterly dividend of $0.69 per share of common stock. The dividend is payable to DT Midstream's stockholders of record as of March 20, 2023 and is expected to be paid on April 15, 2023.




88

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Management of DT Midstream carried out an evaluation, under the supervision and with the participation of DT Midstream's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DT Midstream's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2022, which is the end of the period covered by this report. Based on this evaluation, DT Midstream's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DT Midstream in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to DT Midstream's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Management's report on internal control over financial reporting
Management of DT Midstream is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, DT Midstream's CEO and CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of DT Midstream has assessed the effectiveness of DT Midstream’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, DT Midstream's management concluded that, as of December 31, 2022, DT Midstream’s internal control over financial reporting was effective.
The effectiveness of DT Midstream's internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm who also audited DT Midstream's financial statements, as stated in their report which appears herein.
(c) Changes in internal control over financial reporting
No changes in our internal control over financial reporting during the quarter ended December 31, 2022 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
89

PART III
Information required of DT Midstream by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by reference from DT Midstream's definitive Proxy Statement for its 2023 Annual Meeting of Common Shareholders to be held May 5, 2023. The Proxy Statement will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of DT Midstream's fiscal year covered by this report on Form 10-K, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K.

Item 10. Directors, Executive Officers, and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

90

PART IV

Item 15. Exhibits and Financial Statement Schedules
A.The following documents are filed as part of this Annual Report on Form 10-K.
(a)Consolidated Financial Statements. See "Item 8—Financial Statements."
(b)Financial Statement Schedules. Financial statement schedules listed under the SEC rules are omitted because they are not applicable, or the required information is provided in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
(c)Exhibits.
Exhibit Number
Description
(i) Exhibits filed herewith:
Description of Securities
DT Midstream, Inc. Supplemental Savings Plan
Subsidiaries of DT Midstream, Inc.
Consent of PricewaterhouseCoopers LLP
Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report
Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report
Mine Safety Disclosure
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.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Database
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(ii) Exhibits furnished herewith:
Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report
Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report
(iii) Exhibits incorporated by reference:
Separation and Distribution Agreement, dated June 25, 2021, between DTE Energy Company and DT Midstream, Inc. (incorporated by reference to Exhibit 2.1 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
Amended and Restated Certificate of Incorporation of DT Midstream, Inc., effective July 1, 2021 (incorporated by reference to Exhibit 3.1 to DT Midstream's Current Report on Form 8-K filed on July 1, 2021)
Amended and Restated Bylaws of DT Midstream, Inc., effective July 1, 2021 (incorporated by reference to Exhibit 3.2 to DT Midstream's Current Report on Form 8-K filed on July 1, 2021)

91

Exhibit Number
Description
(iii) Exhibits incorporated by reference:
Indenture dated as of June 9, 2021 among DT Midstream, the Guarantors and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to DT Midstream's Current Report on Form 8-K filed on June 10, 2021)
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)
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)
Credit Agreement, dated as of June 10, 2021 by and among DT Midstream, as borrower, the Lenders party thereto, the L/C Issuers party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to DT Midstream's Current Report on Form 8-K filed on June 10, 2021)
Transition Services Agreement, dated June 25, 2021, between DTE Energy Company and DT Midstream, Inc. (incorporated by reference to Exhibit 10.1 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
Tax Matters Agreement, dated June 25, 2021, between DTE Energy Company and DT Midstream, Inc (incorporated by reference to Exhibit 10.2 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
Employee Matters Agreement, dated June 25, 2021, between DTE Energy Company and DT Midstream, Inc (incorporated by reference to Exhibit 10.3 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
DT Midstream, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to DT Midstream’s Registration Statement on Form 10-12B (File No. 001-40392), filed on May 7, 2021)
Form of Change-In-Control Severance Agreement (incorporated by reference to Exhibit 10.4 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
Form of Severance Agreement (incorporated by reference to Exhibit 10.5 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
DT Midstream, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.6 to DT Midstream’s Current Report on Form 8-K filed on July 1, 2021)
Purchase Agreement, dated as of May 25, 2021, among DT Midstream, Inc., Barclays Capital Inc., as representative of the initial purchasers named therein, and the guarantors party thereto (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to DT Midstream’s Registration Statement on Form 10-12B (File No. 001-40392), filed on May 26, 2021)
First Incremental Revolving Facility Amendment and Amendment No. 1 to Credit Agreement and Collateral Agreement, by and among DT Midstream, Inc., the lenders and letter of credit issuers party thereto and Barclays Bank PLC, as administrative agent and collateral agent, dated as of October 19, 2022 (incorporated by reference to Exhibit 10.1 to DT Midstream's Current Report on Form 8-K filed on October 20, 2022)




92

Item 16. Form 10-K Summary
None.
93

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, DT Midstream, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
February 16, 2023
DT MIDSTREAM, INC.
(Registrant)
By:/S/ DAVID J. SLATER
David J. Slater
President and Chief Executive Officer
of DT Midstream, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of DT Midstream, Inc. and in the capacities and on the date indicated.
By:/S/  DAVID J. SLATER By:/S/  JEFFREY A. JEWELL
 David J. Slater
President,
Chief Executive Officer, and Director
(Principal Executive Officer)		  Jeffrey A. Jewell
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)
    
By:/S/ ROBERT C. SKAGGS, JR.By:/S/ DWAYNE WILSON
Robert C. Skaggs, Jr. Dwayne Wilson, Director
Executive Chairman, and Director 
By:/S/  ELAINE PICKLE By:/S/  WRIGHT LASSITER III
 Elaine Pickle, Director Wright Lassiter III, Director
   
By:/S/  PETER TUMMINELLO By:/S/  STEPHEN BAKER
Peter Tumminello, Director Stephen Baker, Director
    
Date: February 16, 2023
94

Exhibit 4.1

DESCRIPTION OF SECURITIES

The following is a summary of the terms of our securities. This summary does not purport to be complete, nor does it represent all information which you might find to be important for understanding our capital stock. This summary is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation and bylaws. References to “DT Midstream,” the “Company,” “we,” “our” and “us” herein are, unless the context otherwise requires, only to DT Midstream, Inc. and not to any of its subsidiaries.

Description of Capital Stock
General
Our authorized capital stock consists of 550,000,000 shares of common stock, par value $0.01 per share and 50,000,000 shares of preferred stock, par value $0.01 per share.
The number of authorized shares of our common or preferred stock may be increased or decreased by the affirmative vote of the holders of shares of our capital stock representing a majority of the votes represented by all outstanding shares of such capital stock entitled to vote on such matter, irrespective of the provisions of Section 242(b)(2) of General Corporation Law of the State of Delaware (the “DGCL”), in addition to any vote of the holders of one or more series of our preferred stock that may be required by the terms of such preferred stock. However, the number of authorized shares of common or preferred stock to be decreased may not be decreased below the number of shares thereof then outstanding.
Common Stock
All shares of our common stock now outstanding are duly authorized, fully paid and non-assessable. Below is a summary of the rights of the common stock.
Voting Rights. The holders of common stock are entitled to one (1) vote per share on each such matter properly submitted on which the holders of common stock are entitled to vote, including the right to vote for the election of directors. The holders of shares of common stock do not have the ability to cumulate votes for the election of directors. Holders of common stock are not allowed to vote on any amendment of our amended and restated certificate of incorporation that relates only to the terms of a series of outstanding preferred stock for which the holders of such affected preferred stock have the right to vote under the certificate of incorporation or the DGCL.
Dividend Rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets or funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that the board of directors may determine.
Right to Receive Liquidation Distributions. Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
No Preemptive or Similar Rights. The common stock is not entitled to preemptive rights or preferential rights and is not subject to redemption or sinking fund provisions.




No Ownership Limitations or Transfer Restrictions. The common stock is not subject to any limitation on the amount of securities that may be held by holders, and the common stock is not by its terms subject to any transfer restrictions.
Preferred Stock
Under our amended and restated certificate of incorporation, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 50,000,000 shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights common stock. Any issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders would receive dividend payments and payments on liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action, as further described below. We currently have no shares of preferred stock outstanding and we have no present plan to issue any shares of preferred stock.
Anti-takeover Effects of Delaware Law and Governance Provisions
Certain provisions of Delaware law and our amended and restated certificate of incorporation and bylaws may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or change in control that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and could discourage certain types of transactions that may involve an actual or threatened change of control:
•Classified Board. Our amended and restated certificate of incorporation provides that, until the election of directors at the 2024 annual meeting of stockholders, our board shall be divided into three classes of directors, Class I, Class II and Class III (each class as nearly equal in number as possible), with the directors in Class I having a term initially expiring at the 2022 annual meeting of stockholders, the directors in Class II having a term initially expiring at the 2023 annual meeting of stockholders and the directors in Class III having a term expiring at the 2024 annual meeting of stockholders, and in each case until his or her respective successor shall have been duly elected and qualified. The initial assignment of directors to each such class shall be made by the board. Each director elected at the 2022 or 2023 annual meeting of stockholders shall belong to the same class of the director whose term shall have then expired and who is being succeeded by such director. Each Class I director elected at the 2022 annual meeting of stockholders and each Class II director elected at the 2023 annual meeting of stockholders shall hold office until the 2024 annual meeting of stockholders and in each case until his or her respective successor shall have been duly elected and qualified. At all times prior to the 2024 annual meeting of stockholders or such other time as the board is no longer classified under section 141(d) of the DGCL (or any successor provision thereto), any newly created directorships or any decrease in directorships shall be apportioned among the classes by the board as to make all classes as nearly equal in number as possible. Commencing with the 2024 annual meeting of stockholders or such other time as the board is no longer classified under Section 141(d) of the DGCL (or any successor provision thereto), each director shall be elected annually and shall hold office until the next succeeding annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified. Before our board is declassified, it would take at least two annual stockholder meetings to occur for any individual or group to gain control of our board. Accordingly, while the board is divided into classes, these provisions could discourage a third-party from initiating a proxy contest, making a tender offer or otherwise attempting to control our board.
•Removal and Vacancies; Size of Board.  Our amended and restated certificate of incorporation and bylaws provide that, subject to the rights of holders of any series of preferred stock with respect to the election of directors, any removal of a director by the stockholders shall require the affirmative vote of the majority in voting power of all of outstanding stock then entitled to vote thereon. A director may be removed from office at any time by the stockholders (i) at all times prior to the 2024 annual meeting of stockholders or such other time as the board is no longer classified under Section 141(d) of the DGCL (or any successor provision thereto), only for cause and (ii) commencing with the 2024 annual meeting of stockholders or


such other time, with or without cause. Vacancies occurring on the board for any reason and newly created directorships resulting from an increase in the number of directors may be filled only be a vote of the majority of the remaining members of the board, although less than a quorum, or by a sole remaining director, at any meeting of the board, and not by the stockholders. In addition, our amended and restated certificate of incorporation and bylaws provide that the number of directors that shall constitute the entire board shall be fixed, from time to time, exclusively by the board, subject to the rights that may apply to shares of preferred stock outstanding at the time with respect to the election of directors, if any. These provisions will prevent a stockholder from increasing the size of the board of directors and gaining control of the board of directors by filling the resulting vacancies with its own nominees.
•Preferred Stock. Our amended and restated certificate of incorporation authorizes the board to issue from time to time shares of preferred stock in one or more series pursuant to a resolution or resolutions without further action by the stockholders. These terms may include powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of preferred stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. The issuance of any preferred stock could diminish the rights of holders of common stock and therefore could reduce the value of such common stock. The ability of the board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.
•No Action by Written Consent of Stockholders. Subject to the rights that may apply to holders of shares of preferred stock outstanding at the time, our amended and restated certificate of incorporation and bylaws expressly exclude the right of our stockholders to act by written consent. Stockholder action must therefore take place at an annual or special meeting of the stockholders.
•No Stockholder Ability to Call Special Meetings. Our amended and restated certificate of incorporation and bylaws provide that, subject to the rights that may apply to holders of shares of preferred stock outstanding at the time, special meetings of the stockholders may be called only by the chairperson of the board, the chief executive officer or the board. Our stockholders are not able to call a special meeting of the stockholders.
•Requirements for Advance Notification of Stockholders Nominations and Proposals. Our amended and restated bylaws require stockholders seeking to nominate persons for election as directors at an annual or special meeting of stockholders, or to bring other business before an annual or special meeting (other than a proposal submitted under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), to provide timely notice in writing. A stockholder’s notice to the Secretary must be in proper written form and must set forth certain information, as required under our amended and restated bylaws, related to the stockholder giving the notice, the beneficial owner (if any) on whose behalf the nomination is made as well as their control persons and information about the proposal or nominee for election to the board of directors. Although our amended and restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
•Amendments to Bylaws. Our amended and restated certificate of incorporation and bylaws provides that the board is expressly authorized to adopt, amend, alter or repeal the amended and restated bylaws without stockholder vote.



Charter Exclusive Forum Provisions
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders to us or our stockholders; (iii) any action or proceeding asserting a claim arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of Delaware law (as may be amended from time to time) or the amended and restated certificate of incorporation or our amended and restated bylaws; (iv) any action or proceeding asserting a claim against us, any of our directors, officers or other employees or stockholders governed by the internal affairs doctrine of the laws of the State of Delaware or any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL (or any successor provision thereto); or (v) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware. The Delaware exclusive forum provision described in the foregoing sentence does not apply to actions arising under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”). In this regard, it is noted that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder and, further, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is further noted that our amended and restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws. Although our amended and restated certificate of incorporation contains the federal exclusive forum provision described in the foregoing sentence, it is uncertain whether this provision would apply to actions arising under the Securities Act as it is possible that a court could rule that such provision is inapplicable for a particular claim or action or that such provision is unenforceable, particularly in light of Section 22 of the Securities Act, which creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder.
Transfer Agent
We have appointed Equiniti Trust Company as the transfer agent for our common stock. Its address is 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120 and its telephone number is toll free 833-914-2118.

Listing
Our common stock is listed on the New York Stock Exchange under the trading symbol “DTM.”


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DT Midstream
Supplemental Savings Plan
Summary Plan Description
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Supplemental Savings Plan
Summary Plan Description



Table of contents

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Supplemental Savings Plan
Summary Plan Description





Plan purpose and summary
The DT Midstream, Inc. (“Company”) Supplemental Savings Plan (“Plan”) is designated for Director-level employees and above. The Plan provides you the opportunity to continue to contribute pre-tax dollars after you have reached the IRS Limits in the DT Midstream 401(K) Plan (the “401(k) Plan”). In addition, the Plan provides for the continuation of the Company match for the contributions you make under the Plan and other Company contributions that cannot be made to the 401(k) Plan because of IRS Limits.

Plan Summary
•To be eligible to participate in the Plan, you must be an employee at the Director level or above, be eligible to participate in the 401(k) Plan, and have your employee or employer contributions, or both, limited by the IRS code (“IRS Limits”).
•The Plan allows you to continue your pre-tax contributions after you’ve reached IRS Limits in the 401(k) Plan.
•You may contribute up to 100% of your eligible compensation.
•The Company will continue to match your contributions under the same provisions as the 401(k) Plan.
•You are immediately vested in your contributions and Company matching contributions.
•After you have reached the IRS Limits, the Company will credit nonelective contributions to your account in the amount of 4% of your eligible pay and $4,000 annually. These amounts will be calculated on a weekly basis and credited to your account on each pay date, whether you contribute to the Plan or not.
•You may direct your contributions and all Company matching and nonelective contributions under the Plan to any investment option available under the 401(k) Plan.
•Your contributions and Company matching and nonelective contributions are reflected in a hypothetical bookkeeping account (your “Plan Account”).
•To make employee contributions and be credited with Company matching contributions, you must elect to make contributions to the Plan no later than December 31st of the year that immediately precedes the year for which your election applies – you will not be automatically enrolled for those contributions. You do not need to elect to make contributions to the Plan to receive employer nonelective contributions into the Plan.
•Once you elect to make contributions, your election will continue from year to year at your elected contribution percentage unless you affirmatively elect stop your contributions or change your contribution election for the next plan year. You do not need to re-enroll each year.
•Once you have elected to make contributions to the Plan for a Plan year, you may not thereafter change your contribution percentage for the remainder of the Plan year in either the 401(k) Plan or the Plan.
•You cannot change or stop your election to make contributions during the Plan year. Any changes must be submitted prior to January 1 of the year for which the change is desired.
•You are entitled to a distribution of the value of your Plan Account upon separation of service from the Company.
•You can receive payment of the value of your Plan Account as a lump sum or in annual payments from 2 to 15 years.

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Supplemental Savings Plan
Summary Plan Description


•You can make “hardship” withdrawals from the Plan that meet requirements of Section 409A of the Code.
•If you die before the entire value of your Plan Account has been distributed, the remaining value of your Plan Account will be paid in full to your beneficiary.


Benefits of the Plan
•The Plan provides you the opportunity to contribute pre-tax dollars and continue to be credited with the Company match and other Company contributions after you have reached the IRS limits in the 401(k) Plan.



Nothing in this Plan Summary is intended to be interpreted as a promise or guarantee of future or continued benefits or employment or as stating provisions or terms of employment. The Company and its employees recognize their mutual right to end their employment relationship at any time and acknowledge that such relationship is one of employment at will. Except with respect to employment at will, the Company reserves the right to change (including, but not limited to, the right to amend, suspend or terminate) its Human Resources policies, procedures, and benefits, including those for retirees, at its discretion, at any time without notice. The Chief Administrative Officer is the only officer authorized to communicate such changes.

Rights and benefits under the Plan described in this Plan Summary are governed by legal documents. These documents control any information presented in this Plan Summary.
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Supplemental Savings Plan
Summary Plan Description



Eligibility and enrollment
Eligibility
To be eligible to make contributions to the Plan, you must be at a level of Director or above, meet the eligibility requirements under the 401(k) Plan, and have your contributions or Company contributions under the 401(k) Plan limited by the Internal Revenue Code.

Electing to Contribute to the Plan
As an eligible employee, you may make contributions to the Plan by filing an election with the DT Midstream Benefit Plan Administration Committee (the "Committee") in the form prescribed by the Committee. Your election must be made no later than December 31 of the year that immediately precedes the year for which it applies. However, if you hire into the Company or become eligible due to a promotion during a Plan year, you may elect to make contributions to the Plan within 30 days after the date you are formally notified of your eligibility to participate. In that case, your election to contribute to the Plan will be effective for eligible compensation earned after the Committee receives your election to contribute and after contributions to the 401(k) Plan are limited by IRS Limits.
    
Your election to make contributions to the Plan cannot be changed during the year. Your election to make contributions to the Plan will continue to apply for future calendar years unless you affirmatively elect to stop making contributions or to change your contribution election prior to the first day of the calendar year for which the revocation is desired.


Your beneficiary
When you are first eligible to participate in the Plan, you will be asked to name a primary beneficiary, who will receive payment from the Plan if you die before the value of your entire Plan Account has been distributed. You may change your beneficiary at any time.

If you die before the value of your entire Plan Account has been distributed, the remaining value of your Plan Account will be paid in full to your beneficiary. This includes all your contributions and the Company’s contributions, adjusted for any investment earnings, gains or losses.

If you have not named a beneficiary, or if your designated beneficiary dies before you or simultaneously, the value of your Plan Account will be distributed:

•To your spouse; or, if you are not married;
•To your estate.








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Supplemental Savings Plan
Summary Plan Description

Your contributions
When you elect to contribute to the Plan, after you reach one of the IRS Limits, you can continue your pre-tax contributions to the Plan.

Pre-tax contributions
You can contribute to the Plan before federal, state and local income taxes. Pre-tax contributions lower your current taxable income. Current income taxes are reduced to the extent your taxable income is reduced. Social Security taxes are not reduced as result of contributions to the Plan.

You may contribute up to 100% (less applicable FICA taxes and other required or voluntary deductions) of your eligible compensation to the Plan. You must elect your contribution percentage to the Plan no later than December 31 of the year that immediately precedes the year for which it applies. Once you elect to make contributions to the Plan, you may not thereafter change your contribution percentage for the remainder of the Plan year. You cannot change or stop your contribution election during the Plan year. Any changes must be submitted prior to January 1 of the year for which the change is desired.
Please refer to the Contribution limits section of this summary for more information.


Company matching contributions
To encourage you to save through the Plan, the Company matches a portion of your Plan contributions. For each $1 you contribute, the Company will credit $1 to your Plan Account on the first 4% of your eligible compensation that you elect to contribute to the Plan. The Company will credit your Plan Account with $0.50 for each $1 you contribute on the next 4% of your eligible compensation that you elect to contribute to the Plan.

You will be credited with Company matching contributions to the Plan in the same manner as you would under the 401(k) Plan.

Additional company contributions
In addition to the Company matching contributions, after you have reached IRS Limits, the Company will credit additional contributions to your Plan Account equal to:
•4% of eligible compensation, which will be credited to your Plan Account on a pay period basis; and
•An annual amount equal to $4,000, which is calculated on a weekly basis and credited to your Plan Account on a pay period basis
The Company may also elect to credit additional Company contributions to your Plan Account in amounts and at the times determined in the Company’s discretion.




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Supplemental Savings Plan
Summary Plan Description

Vesting
You are 100% vested in the value of your contributions and all amounts related to Company matching contributions to the Plan. You will vest in the additional Company contributions credited to your Plan Account at 20% per year after completing your second year of service. A different vesting schedule may apply to other discretionary Company contributions. Please check with HR if you have any questions about your service date for vesting purposes.


Contribution limits
You may contribute to the Plan the difference between (a) the amount you would have contributed on a pre-tax or Roth after-tax basis to the 401(k) Plan for any pay period had your contributions not been limited by certain provisions of the Code, and (b) the amount you contributed under the 401(k) Plan for that pay period.

The IRS Limits on the 401(k) Plan are:

1.A pre-tax and Roth after-tax contribution limit. Under this limit, you may contribute only up to the annual dollar limit established by the IRS for each year; this limit is $19,500 in 20211. This limit applies to all pre-tax and Roth after-tax contributions you make to all employers’ 401(k) plans in which you participate for the year, not just the 401(k) Plan. Before any contributions you elect to make to the Plan begin, you must make the maximum permissible amount of pre-tax and Roth after-tax contributions, including catch-up contributions if you are eligible, to the 401(k) Plan. Note: if you do not elect to make contributions to the Plan, once you reach the combined pre-tax and Roth after-tax contribution limit in the 401(k) Plan, your contributions to the 401(k) Plan will continue as after-tax contributions;

2.An annual compensation limit. Under this limit, no more than the IRS-specified amount of eligible compensation ($290,000 in 2021) can be used for any purpose under the 401(k) Plan. However, you can continue to make pre-tax and Roth after-tax contributions to the 401(k) Plan even after your eligible compensation reaches the annual compensation limit if you have not reached the pre-tax and Roth after-tax contribution limit;

3.An annual contribution limit. Under this limit, the total amount of employee contributions (both pre-tax and after tax) and employer contributions to the 401(k) Plan are limited to the lesser of 100% of your compensation or the amount annually specified by the IRS ($58,000 in 2021). If you are eligible to make catch-up contributions to the 401(k) Plan, your catch-up contributions are not counted for purposes of this annual contribution limit.

The annual compensation limit and annual contribution limit are increased for cost-of-living adjustments on an annual basis rounded to the nearest lowest multiple of $5,000 and $1,000, respectively. The annual limits are generally announced in late October of the preceding year. Also, if the 401(k) Plan year is shorter than 12 months, the annual compensation limit and annual contribution limit are pro-rated accordingly.

If you elect to make contributions to the Plan, once an IRS limit is reached, your contributions will be redirected from the 401(k) Plan to the Plan at the same percentage you were contributing to the 401(k) Plan. If you do not elect to make contributions to the Plan, it is possible that you could lose Company matching contributions due to these IRS limits.
1 Employees age 50 and older are permitted to make “catch up” contributions to the 401(k) Plan. In 2021, these employees will be able to contribute an additional pre-tax amount of $6,500 over the 2021 pre-tax and Roth after-tax contribution limit of $19,500.
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Supplemental Savings Plan
Summary Plan Description



Your investment choices
You may direct your contributions and related Company contributions to any investment option available under the 401(k) Plan. You may reallocate your investments as often as you wish by logging on to Empower Retirement website at empowermyretirement.com. As under the 401(k) Plan, investment directions and exchanges may be made daily.



When your benefits are paid

Timing and Forms of Payment
Distributions from the Plan will be paid in cash. Distributions will be made in accordance with the distribution election you made when you first became eligible to elect to make contributions to the Plan. You may elect to take a lump sum distribution or annual payments over a period of 2 to 15 years.

Lump sums and the first annual installment payments will be made by March 1 of the Plan year following the year of termination. Subsequent annual installments will be made each March 1 of the installment period.

In the event of your death, a lump-sum distribution will be paid to your designated beneficiary (or to your spouse or estate if you have not designated a beneficiary) within 90 days of your death.

Regardless of your distribution election, if the value of your Plan Account as of any December 31 after your termination is less than or equal to the limit of the amount that can be contributed to a 401(k) Plan as pre-tax or Roth contributions, without regard to any catch-up contributions (2021 limit of $19,500), the value of your Plan Account will be distributed in a single lump sum.

If you are a “specified employee” (generally corporate officer) payments will begin after the later of (a) January 1st of the calendar year following separation of service from the Company or (b) six months from the date of termination.



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Supplemental Savings Plan
Summary Plan Description

Changes to distribution election
You must make your initial distribution election when you first become eligible to elect to make contributions to the Plan. If you do not make an election when you are first eligible to elect to make contributions, the default form of distribution (a single lump sum) will apply.

Changes to your initial distribution election (or to the default form, if you did not make an initial distribution election) must satisfy the following:

•Change is made 12 months prior to separation from service date.
◦Changes made within 12 months of separation from service date will not be allowed.
•Change results in minimum deferral period of five (5) years from date payments would have otherwise started before the change in election.

Every change to your distribution election requires an additional deferral of five years from then current distribution election, even if you are changing back to a prior election.

As an example, assume you retire June 1, 2023 and your initial distribution election is lump sum at termination (January 1, 2024). If you want to change your initial distribution election, you must change it by June 1, 2022 and your first payment will not begin until January 1, 2029. If an initial distribution election is not on file when you are first eligible to elect to make contributions to the Plan, you will be treated as electing the default payment of lump-sum and any change will result in minimum deferral period of five (5) years.

Unlike the 401(k) Plan, which is a qualified plan subject to various IRS and ERISA rules, the Plan is a nonqualified plan. If a plan meets all the qualified plan rules, it is specifically exempt from what the IRS refers to as the “constructive receipt” rules. Under the constructive receipt rules, a person is deemed for tax purposes to have received income and is taxed thereon even if a distribution is not actually received. Because the Plan is a nonqualified plan, it must comply with different requirements to avoid the constructive receipt rules. We must administer the Plan in compliance with these requirements to ensure that a taxable event is not triggered before a distribution is actually made to you, which could result in tax penalties and interest being imposed on you. The requirement to make a distribution election when you are first eligible to elect to make contributions to the Plan is one of these requirements.

Withdrawals from your account

Financial Hardship Withdrawal
Because the Plan is designed to encourage you to save for retirement, you should not consider it as a short-term savings account. However, while you are working, the Plan allows you to make a financial hardship withdrawal from your Plan Account if you meet the financial hardship definition in Code Section 409A.

The amount of a hardship withdrawal is limited to the lesser of your deferrals under the Plan or the value of that portion of your Plan Account. A hardship distribution from your Plan account will be subject to tax as ordinary income for purposes of federal, state and local income taxes. FICA taxes will not be withheld.


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Supplemental Savings Plan
Summary Plan Description

Unscheduled Withdrawal
Unscheduled withdrawals (other than hardship withdrawals) are not allowed under any circumstances.


Tax Consequences
FICA tax
Since you are always 100% vested in your contributions to the Plan, the entire amount of your contributions will be subject to FICA tax (Social Security @ 6.2%, Medicare @ 1.45% and Supplemental Medicare @ .9% if your total compensation is above $200,000) as they are posted to your Plan Account. You will also be subject to FICA tax on any employer contributions as post to your Plan account or when they vest, if later. Once you have total wages more than the Social Security wage base for a year, only Medicare taxes will apply to your contributions and employer contributions vesting during that year. Earnings on your contributions to the Plan and earnings on vested employer contributions are not subject to FICA.

Federal, state and local income taxes
Generally, you will not be taxed on your contributions, employer contributions, or any investment earnings for federal, state and local income tax purposes until those amounts are distributed to you. The total amount of a distribution will be taxed as ordinary income.

Reporting and withholding
When the distribution is paid, it will be reported on Form W-2 and any applicable federal, state and local income tax withheld. FICA taxes will not be withheld when the benefit is distributed as long as it was previously subjected to FICA.

Please note that the benefits paid under the Plan are subject to different income tax rules than benefits paid from a qualified plan, such as the 401(k) Plan. You should consult with your tax advisor to determine the impact a distribution of the value of your Plan Account will have on your personal tax situation.


Amendment or termination of the Plan
The Company may amend or terminate the Plan at any time and for any reason. No amendment or termination will affect your rights to the vested portion of amounts credited to your Plan Account as of the date of the amendment or termination, except as noted below under Other facts you should know – Benefit protection.



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Supplemental Savings Plan
Summary Plan Description

Other facts you should know
Assignment of rights
Except in the case of death or legally established mental incompetence, benefits payable under the Plan may not be assigned, sold, transferred, pledged or encumbered and any attempts to do so will not be recognized.

Benefit protection
All benefits payable under the Plan will be paid from the Company’s general assets. The Company is not required to set aside or hold in trust any funds for the benefit of a Participant or Beneficiary, each of whom has the status of a general unsecured creditor with respect to the Company’s obligation to make Plan benefit payments. Any assets of the Company available to pay Plan benefits are subject to the claims of the Company’s general creditors and may be used by the Company in its sole discretion for any purpose. A Participant will be treated as an unsecured creditor of the Company for all benefits under the Plan.

In the case of the Company’s bankruptcy, you will be considered one of the Company’s general creditors for purposes of receiving benefits under the Plan.

Benefit status and information
You will be provided with periodic statements detailing contributions and earnings credited to your Plan Account. The statements also provide information concerning the value of amounts invested in each of the investment options to which you directed investment of any portion of your Plan Account. The statements are available by logging on to Empower Retirement website at empowermyretirement.com or by calling Empower Retirement at 1.800.338.4015. If you participate in more than one Company benefit plan that is record kept at Empower Retirement, the same PIN will provide access to all Company plans.

Cost of administration
The Company pays 100% of the cost of administering the Plan. Any investment management fees will be borne by Plan participants through appropriate adjustments to participants’ Plan Accounts.

Plan administration
The Plan is administered by the DT Midstream Benefit Plan Administration Committee (or any individual, entity, or committee to whom the Plan Administrator has delegated specified authority). The Plan Administrator handles most day-to-day Plan administrative issues. The Plan Administrator has the responsibility of making the rules under which the Plan is run, and seeing that the Plan is administered in accordance with all legal requirements. The Plan Administrator has the exclusive right to interpret, administer and construe the Plan in its full discretion, including the right to determine eligibility for benefits and to construe ambiguities and correct omissions. This includes the fullest discretionary authority contemplated by the U.S. Supreme Court in the court case Firestone v. Bruch.

All actions taken and determinations made by the Plan Administrator will be final and binding upon all persons claiming any interest in or under the Plan.

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Supplemental Savings Plan
Summary Plan Description

Claims Procedures
Claims procedures overview
If disagreements about your Plan benefits arise, we hope they can be resolved quickly and informally. However, if that is not possible, formal procedures have been developed. The Plan Administrator has the authority to interpret the Plan and to make all decisions regarding eligibility and benefits, among other things.

If a claim is denied
Any dispute, claim, or controversy (a “Grievance”) between a Participant (or beneficiary) who is eligible to receive benefits under the Plan and the Company with respect to the payment of benefits to the Participant (or beneficiary) under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, will be resolved by arbitration.
Arbitration is the sole and exclusive remedy to redress any Grievance.
A Grievance must be filed with the Plan Administrator not more than 12 months after the date on which the Participant (or beneficiary) knew, or with due diligence would have known, of the existence of the Grievance. The Grievance must be filed in writing and sent to:

Supplemental Savings Plan Claims
DT Midstream Benefit Plan Administration Committee
500 Woodward Avenue, 29th Floor
Detroit, MI 48226
benefits@dtmidstream.com
The arbitration decision will be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.
The arbitration will be conducted by the American Arbitration Association in accordance with the Federal Arbitration Act and the Employee Benefit Plan Claims Arbitration Rules of the American Arbitration Association. Reasonable expenses of the arbitrators and the American Arbitration Association will be paid by the Company.
The arbitration will be conducted at the offices of the American Arbitration Association in the Detroit, Michigan Metropolitan area.
The arbitrator(s) will not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or subtraction from the terms of the Plan. The arbitrator(s)’ sole authority will be to apply any terms and conditions of this Plan. Because arbitration is the exclusive remedy with respect to any Grievance, no Participant eligible to receive benefits this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions of the Plan, and the decision of the arbitrator(s) will be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court, or administrative agency by the Participant or the Company with respect to any Grievance which is arbitrable.


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Supplemental Savings Plan
Summary Plan Description

Time limit on filing a Grievance
Any Grievance must be filed within one year after the date of the Plan Administrator's written decision on the appeal of a denied claim.

Designation of an authorized representative
You may authorize someone else to file and pursue a Grievance on your behalf. This authorization must be in writing and signed by you. Any reference in the Grievance procedures to "you" is intended to include your authorized representative.



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Supplemental Savings Plan
Summary Plan Description

Plan disclosure information


Plan Name:DT Midstream Supplemental Savings Plan
Plan Administrator:
DT Midstream Benefit Plan Administration Committee
500 Woodward Avenue, 29th Floor
Detroit, MI 48226
Plan Sponsor:
DT Midstream, Inc.
500 Woodward Avenue, 29th Floor
Detroit, MI 48226
Plan Year:January 1 to December 31
Plan Sponsor's Employer Identification Number (EIN):



38-2663964

Agent for Service of Legal Process:

DT Midstream Benefit Plan Administration Committee.
500 Woodward Avenue, 29th Floor
Detroit, MI 48226
benefits@dtmidstream.com
Funding:All benefits are paid from the Company’s general assets.
Plan Type:Non-qualified defined contribution plan permitting Pre-tax Employee Contributions, Company Matching Contributions, and additional Company Nonelective Contributions.

Questions
If you have any questions regarding this Plan, please contact DT Midstream Director, Human Resources or (benefits@dtmidstream.com)

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Exhibit 21.1

SUBSIDIARIES OF DT MIDSTREAM, INC.
DT Midstream’s principal subsidiaries as of December 31, 2022 are listed below. All other subsidiaries, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.
SubsidiaryState of Incorporation
1Bluestone Gas Corporation of New York, Inc.New York
2Bluestone Pipeline Company of Pennsylvania, LLCPennsylvania
3DTM Appalachia Gathering, LLCDelaware
4DTM LEAP Gas Gathering, LLCDelaware
5DTM Louisiana Gathering, LLCDelaware
6DTM Millennium CompanyMichigan
7DTM Nexus, LLCDelaware
8DTM Vector CompanyMichigan
9Stonewall Gas Gathering, LLCDelaware
10Stonewall Gas Holdings, LLCDelaware
11Susquehanna Gathering Company I, LLCPennsylvania

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-257607) of DT Midstream, Inc. of our report dated February 16, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 16, 2023

Exhibit 31.1
FORM 10-K CERTIFICATION
I, David Slater, certify that:
1.I have reviewed this Annual Report on Form 10-K of DT Midstream, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ DAVID J. SLATERDate:February 16, 2023
David J. Slater
President and Chief Executive Officer of DT Midstream, Inc.		  
 



Exhibit 31.2
FORM 10-K CERTIFICATION
I, Jeffrey Jewell, certify that:
1.I have reviewed this Annual Report on Form 10-K of DT Midstream, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ JEFFREY A. JEWELLDate:February 16, 2023
Jeffrey A. Jewell
Chief Financial Officer of DT Midstream, Inc.		  

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of DT Midstream, Inc. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Slater, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:February 16, 2023/S/ DAVID J. SLATER
David J. Slater
President and Chief Executive Officer
of DT Midstream, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of DT Midstream, Inc. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Jewell, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:February 16, 2023/S/ JEFFREY A. JEWELL 
 Jeffrey A. Jewell Chief Financial Officer
of DT Midstream, Inc.		 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




EXHIBIT 95.1
Mine Safety Disclosure

The following disclosure is provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977.
The table that follows reflects citations, orders, violations and proposed assessments issued by the Mine Safety and Health Administration (the “MSHA”) to DTM Louisiana Gathering, LLC, an indirect wholly owned subsidiary of DT Midstream, Inc. The disclosure is with respect to the year ended December 31, 2022. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by the MSHA at www.MSHA.gov.

DT Midstream, Inc.
Mine Safety Disclosure
For the Year Ended December 31, 2022
(Unaudited)

Operation (1)
Section
104
S&S
Citations		Section
104(b)
Orders    		Section
104(d)
Citations
and
Orders		Section
110(b)(2)
Violations		Section
107(a)
Orders    
Total Dollar
Value of
Proposed
MSHA
Assessments (2)
Total Number of Mining Related
Fatalities		Received Notice of Pattern of Violations Under Section 104(e)    Received Notice of Potential to Have Pattern Under Section 104(e)Legal
Actions
Pending
as of the
Last Day of
Period    
                Legal
Actions
Initiated
During
Period    		Legal Actions
Resolved
During
Period
DTM GEN6 Proppants, LLC
ID: 1601585		1— — — — $582 — — — — 
Total1— — — — $582 — NoNo— — — 
(1) The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine.
(2) The whole-dollar amounts included are the total dollar value of all proposed or outstanding assessments, regardless of classification, received from MSHA on or before December 31, 2022 regardless of whether the assessment has been challenged or appealed, for alleged violations occurring during the year ended December 31, 2022. Citations and orders can be contested and appealed, and as part of that process, are sometimes reduced in severity and amount, and are sometimes dismissed. The number of citations, orders, and proposed assessments vary by inspector and also vary depending on the size and type of the operation.