XML 31 R10.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Description of the Business and Basis of Presentation | 12 Months Ended
--- | ---
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Description of the Business and Basis of Presentation | 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. We provide 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. Our 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 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, 2023, 2022 and 2021, Consolidated Statements of Changes in Stockholders' Equity/Member's Equity are presented as of December 31, 2023, 2022, and 2021. 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, 2023 and 2022. On July 1, 2021, DTE Energy completed the Separation through the distribution of 96,732,466 shares of DT Midstream common stock to DTE Energy shareholders. 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 the periods presented 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, we 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 our historical financial position, results of operations, and cash flows 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 we existed as a standalone entity. 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 our estimates. We believe the assumptions underlying these financial statements are reasonable. Cash Management Our sources of liquidity include cash generated from operations and available borrowings under our Revolving Credit Facility. Prior to the Separation, our 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, we no longer participated in the cash management program and the working capital loan was terminated. Principles of Consolidation We consolidate all majority-owned subsidiaries and investments in entities in which we have a controlling influence. Non-controlled investments are accounted for using the equity method of accounting when we are able to significantly influence the operating policies of the investee. When we do 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. We eliminate all intercompany balances and transactions. We evaluate whether an entity is a VIE whenever reconsideration events occur. We consolidate VIEs for which we are the primary beneficiary. If we are 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, we consider 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. We perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed. We own an 85% interest in the Stonewall VIE and are the primary beneficiary, therefore Stonewall is consolidated. We own a 50% interest in the South Romeo VIE and are the primary beneficiary, therefore South Romeo is consolidated. The following table summarizes the major line items in the Consolidated Statements of Financial Position for consolidated VIEs as of December 31, 2023 and 2022. All assets and liabilities of a consolidated VIE are included in the table when 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.
| December 31,
| 2023 |  | 2022
| (millions)
ASSETS (a) |  |  |
Cash | $ | 13 |  |  | $ | 27 |
Accounts receivable | 10 |  |  | 9 |
Other current assets | 2 |  |  | 3 |
Intangible assets, net | 483 |  |  | 498 |
Property, plant and equipment, net | 391 |  |  | 403 |
Goodwill | 25 |  |  | 25 |
| $ | 924 |  |  | $ | 965 |
LIABILITIES (a) |  |  |
Accounts payable and other current liabilities | $ | 4 |  |  | $ | 4 |
Other noncurrent liabilities | 3 |  |  | 4 |
| $ | 7 |  |  | $ | 8 |
_____________________________________ (a)Amounts shown are 100% of the consolidated VIEs' assets and liabilities. We 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. We did not have an ownership interest in the entity and were 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. Related Parties Transactions between DT Midstream and DTE Energy prior to the Separation, as well as transactions between us and our 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. Equity Method Investments Non-controlled investments are accounted for using the equity method of accounting when we are able to significantly influence the operating policies of the investee. Under the equity method of accounting, investments are recorded at historical cost as an asset and adjusted for capital contributions, dividends and distributions received, and our share of the investee's earnings or losses, which are recorded as earnings from equity method investees on the Consolidated Statements of Operations. Our equity method investments are periodically evaluated for certain factors that may be indicative of other-than-temporary impairment. As of December 31, 2023 and 2022, our carrying amounts of investments in equity method investees exceeded our share of the underlying equity in the net assets of the investees by $352 million and $368 million, respectively. The difference will be amortized over the life of the underlying assets. As of December 31, 2023 and 2022, our consolidated retained earnings balance includes undistributed earnings from equity method investments of zero and $43 million, respectively. We use the cumulative earnings approach to classify proceeds received from equity method investees as dividends or distributions on the Consolidated Statements of Cash Flows. Equity method investees are described below:
|  | Investments As of |  | % Owned As of
|  | December 31, |  | December 31,
Equity Method Investee |  | 2023 |  | 2022 |  | 2023 |  | 2022
|  | (millions) |  |  |  |
NEXUS |  | $ | 900 |  |  | $ | 1,313 |  |  | 50% |  | 50%
Vector |  | 135 |  |  | 135 |  |  | 40% |  | 40%
Millennium |  | 727 |  |  | 752 |  |  | 52.5% |  | 52.5%
Total investments in equity method investees |  | $ | 1,762 |  |  | $ | 2,200 |  |  |  |  |
In May 2023, NEXUS closed on the sale of $750 million of senior unsecured notes with a weighted-average coupon rate of 5.52%. We received a distribution from NEXUS of $371 million, net of fees and expenses, which reduced our investment balance. We used the proceeds from the distribution to repay borrowings outstanding under our Revolving Credit Facility. In October 2022, DT Midstream closed on the $552 million purchase of an additional 26.25% ownership interest in Millennium 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 interest in Millennium and brought our total ownership interest in Millennium to 52.5%. We account for our ownership interest in Millennium under the equity method of accounting. Millennium is not a VIE and we do not have a controlling interest due to shared control with our partner over all of Millennium's significant business activities. Our carrying amount of our Millennium investment exceeded our share of the underlying equity in the net assets of Millennium by $343 million on the acquisition date. The following tables present summarized financial information of our 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,
| 2023 |  | 2022
| (millions)
Current assets | $ | 159 |  |  | $ | 198 |
Noncurrent assets | 4,057 |  |  | 4,160 |
Current liabilities | 208 |  |  | 206 |
Noncurrent liabilities | $ | 1,177 |  |  | $ | 476 |
Summarized income statement data is as follows:
|  |  |  | Year Ended December 31,
|  |  |  |  |  |  |  | 2023 |  | 2022 |  | 2021
|  | (millions)
Operating revenues |  |  |  |  |  |  |  | $ | 823 |  |  | $ | 800 |  |  | $ | 738 |
Operating expenses |  |  |  |  |  |  |  | 377 |  |  | 396 |  |  | 371 |
Net Income |  |  |  |  |  |  |  | $ | 392 |  |  | $ | 372 |  |  | $ | 333 |

X
- References No definition available. + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480424/946-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480424/946-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//810/tableOfContent Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205/tableOfContent + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration