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United States securities and exchange commission logo





                              March 31, 2021

       David Slater
       President and Chief Executive Officer
       DT Midstream, Inc.
       One Energy Plaza
       Detroit, Michigan 48226-1279

                                                        Re: DT Midstream, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form 10-12B
                                                            Submitted March 19,
2021
                                                            CIK 0001842022

       Dear Mr. Slater:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       March 4, 2021 letter.

       Amendment 1 to Draft Registration Statement on Form 1012B

       Selected Historical Financial Data
       Non-GAAP Financial Information, page 83

   1.                                                   We note that you
identify net income as the GAAP financial measure that is most directly
                                                        comparable to your
non-GAAP financial measures of Adjusted EBITDA and
                                                        Distributable Cash
Flow. Please address the following points.

                                                              Include a direct
reconciliation from net income for each measure and remove the
                                                            compound
reconciliation, between the two non-GAAP measures, considering that
                                                            adjustments in the
second part are not fully independent of those in the first part.
 David Slater
FirstName  LastNameDavid Slater
DT Midstream,   Inc.
Comapany
March      NameDT Midstream, Inc.
       31, 2021
March2 31, 2021 Page 2
Page
FirstName LastName

                Since you include the non-GAAP measure "EBTDA from equity
method investees"
              as a reconciling item, it appears that you should also include a
separate reconciliation
              between that measure and the GAAP measure of earnings from equity
method
              investees.

                Explain why the adjustment to deduct net income attributable to
non-controlling
              interests does not effectively duplicate some portion of the
other adjustments in your
              reconciliation, beyond the offsetting adjustment for depreciation
and amortization.

                Tell us why the summary tabulations on pages 120 and 123 list
net income
              attributable to DT Midstream, Inc., rather than net income, along
with your two non-
              GAAP measures, if net income is the most directly comparable GAAP
measure.
2.       We note that in calculating your non-GAAP measure of Distributable
Cash Flow, you
         include an adjustment for "Maintenance capital investment." Please
expand your
         disclosure to explain how you define and determine the amount of this
adjustment, and the
         reasons for the variations, in comparing each period.
Unaudited Pro Forma Consolidated Financial Statements, page 86

3.       We understand that you will be providing additional information
including pro forma
         financial statements to address prior comment 6 in a future amendment.
We will continue
         our review of your response to that comment once you have provided the
requested
         information.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 119

4.       We note that in response to prior comment five you have included a
reconciliation of the
         total assets for DTE Energy Company's Gas Storage and Pipelines
segment to the total
         assets reported on your balance sheets. Please expand your discussion
of Note C on page
         121 to describe the "carve-out financial statement adjustments"
underlying the $99 million
         adjustment.
Results of Operations, page 122

5.       We note that you provide a three-line tabulation of consolidated
financial results on page
         120, having two non-GAAP measures and one GAAP measure, with
corresponding
         narratives; and that you begin your discussion of the results of
operations for operating
         segments on page 122 with a four-paragraph overview of your non-GAAP
financial
         measures, followed by a two-line tabulation of segment results,
including one GAAP and
         one non-GAAP measure, which collectively appear to lend greater
prominence to the non-
         GAAP financial measures. Please revise your disclosures as necessary
to provide a more
         balanced presentation.
 David Slater
DT Midstream, Inc.
March 31, 2021
Page 3
      For example, the summary tabulations for both consolidated and segment
results could be
      more informative and balanced from a GAAP perspective with additional
GAAP
      measures, such as revenues and operating income along with some
discussion and
      analysis; while greater focus on the GAAP measures may be achieved by
repositioning the
      discussion of non-GAAP measures to follow that presentation. Please
include non-GAAP
      labeling for your reconciliations on pages 123 and 125.
6.    We note that you report a measure identified as cost of sales which
appears to exclude
      certain costs that would be attributable to cost of sales under GAAP. For
example, in your
      discussion of operation and maintenance expense on pages 124 and 125, you
indicate this
      line item, rather than cost of sales, includes expenses for gathering
system operations,
      storage, labor, outside services, and compression; we also see that you
report all
      depreciation and amortization on a separate line.

      Please revise your financial presentation and notes as necessary to
clarify your accounting
      policies with regard to these cost categories and to clarify which costs
would be
      appropriately considered part of cost of sales under GAAP, including the
parenthetical
      labeling guidance in SAB Topic 11:B. Please include some discussion and
analysis of
      these measures on a consolidated basis in MD&A.
        You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or
Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584
with any other
questions.



                                                           Sincerely,
FirstName LastNameDavid Slater
                                                           Division of
Corporation Finance
Comapany NameDT Midstream, Inc.
                                                           Office of Energy &
Transportation
March 31, 2021 Page 3
cc:       Andrew C. Elken, Esq.
FirstName LastName
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