10-12B

As filed with the Securities and Exchange Commission on May 7, 2021.

File No.          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

The Securities Exchange Act of 1934

DT Midstream, Inc.

(Exact name of registrant as specified in its charter)

Delaware	38-2663964
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Energy Plaza Detroit, Michigan	48226-1279
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(313) 402-8532

Copies to:

DTE Energy Company One Energy Plaza Detroit, Michigan 48226-1279 (313) 235-4000 Attn: JoAnn Chavez, Senior Vice President and Chief Legal Officer Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019
(212) 474-1000 Attn: Erik R. Tavzel Andrew C. Elken

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Common Stock, par value $0.01	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None.

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” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark 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. ☒

DT Midstream, Inc.

Information Required in Registration Statement

Cross-Reference Sheet Between the Information Statement and Items of Form 10

This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.

Item No.	Caption	Location in Information Statement
1.	Business	See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
1A.	Risk Factors	See “Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
2.	Financial Information	See “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements,” “Description of Our Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.	Properties	See “Business—Properties” and “Business—Our Operations and Business Segments”
4.	Security Ownership of Certain Beneficial Owners and Management	See “Security Ownership of Certain Beneficial Owners and Management”
5.	Directors and Executive Officers	See “Management”
6.	Executive Compensation	See “Management” and “Executive Compensation”
7.	Certain Relationships and Related Transactions, and Director Independence	See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions”
8.	Legal Proceedings	See “Business—Legal Proceedings”
9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	See “Summary,” “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
10.	Recent Sales of Unregistered Securities	See “Description of Our Capital Stock”
11.	Description of Registrant’s Securities to be Registered	See “Description of Our Capital Stock”
12.	Indemnification of Directors and Officers	See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement”

Item No.	Caption	Location in Information Statement
13.	Consolidated Financial Statements and Supplementary Data	See “Summary,” “Selected Historical Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements” and “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None
15.	Consolidated Financial Statements and Exhibits	(a) Consolidated Financial Statements See “Unaudited Pro Forma Consolidated Financial Statements” and “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein (b) Exhibits See below

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement between DTE Energy Company and DT Midstream, Inc.
3.1	Form of Amended and Restated Certificate of Incorporation of DT Midstream, Inc.
3.2	Form of Amended and Restated Bylaws of DT Midstream, Inc.
10.1	Form of Transition Services Agreement between DTE Energy Company and DT Midstream, Inc.
10.2	Form of Tax Matters Agreement between DTE Energy Company and DT Midstream, Inc.
10.3	Form of Employee Matters Agreement between DTE Energy Company and DT Midstream, Inc.
10.4	Form of DT Midstream, Inc. Long-Term Incentive Plan
21.1	List of subsidiaries of DT Midstream, Inc.
99.1	Preliminary Information Statement of DT Midstream, Inc., subject to completion, dated May 7, 2021
99.2	NEXUS Gas Transmission, LLC Consolidated Financial Statements for the years ended December 31, 2019 and 2018
99.3	NEXUS Gas Transmission, LLC Consolidated Financial Statements for the years ended December 31, 2020 and 2019

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

DT Midstream, Inc.
By:	/s/ David Slater
	Name: David Slater
	Title: President and Chief Executive Officer

Dated: May 7, 2021

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of [                ], 2021

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions  …………………………………………………………………………………………………………………………..		1
ARTICLE II
The Separation
SECTION 2.01.	Transfer of Assets and Assumption of Liabilities …………………………………………………………………………………..		15
SECTION 2.02.	Certain Matters Governed Exclusively by Ancillary Agreements ………………………………………………………………….		18
SECTION 2.03.	Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts ……………………………………………..		19
SECTION 2.04.	Shared Contracts  …………………………………………………………………………………………………………………….		20
SECTION 2.05.	Disclaimer of Representations and Warranties ……………………………………………………………………………………..		21
ARTICLE III
Credit Support
SECTION 3.01.	Replacement of DTE Energy Credit Support ……………………………………………………………………………………….		22
SECTION 3.02.	Replacement of DT Midstream Credit Support …………………………………………………………………………………….		23
SECTION 3.03.	Written Notice of Credit Support Instruments ……………………………………………………………………………………...		24
ARTICLE IV
Actions Pending the Distribution
SECTION 4.01.	Actions Prior to the Distribution  ……………………………………………………………………………………………………		24
SECTION 4.02.	Conditions Precedent to Consummation of the Distribution ………………………………………………………………………..		25
ARTICLE V
The Distribution
SECTION 5.01.	The Distribution  …………………………………………………………………………………………………………………….		26
SECTION 5.02.	Fractional Shares  …………………………………………………………………………………………………………………….		27
SECTION 5.03.	Sole Discretion of DTE Energy  ……………………………………………………………………………………………………..		27

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ARTICLE VI
Mutual Releases; Indemnification; Litigation
SECTION 6.01.	Release of Pre-Distribution Claims ………………………………………………………………………………………….	28
SECTION 6.02.	Indemnification by DT Midstream ………………………………………………………………………………………….	31
SECTION 6.03.	Indemnification by DTE Energy …………………………………………………………………………………………….	31
SECTION 6.04.	Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds ………………………………………..	32
SECTION 6.05.	Procedures for Indemnification of Third-Party Claims ……………………………………………………………………..	32
SECTION 6.06.	Additional Matters …………………………………………………………………………………………………………..	34
SECTION 6.07.	Right to Contribution ………………………………………………………………………………………………………..	35
SECTION 6.08.	Remedies Cumulative ……………………………………………………………………………………………………….	35
SECTION 6.09.	Survival of Indemnities ……………………………………………………………………………………………………...	35
SECTION 6.10.	Limitation on Liability ………………………………………………………………………………………………………	35
SECTION 6.11.	Covenant Not to Sue ………………………………………………………………………………………………………...	36
SECTION 6.12.	Management of Actions ……………………………………………………………………………………………………..	36
SECTION 6.13.	Settlement of Actions ………………………………………………………………………………………………………..	37
ARTICLE VII
Access to Information; Privilege; Confidentiality
SECTION 7.01.	Agreement for Exchange of Information; Archives …………………………………………………………………………	37
SECTION 7.02.	Ownership of Information ……………………………………………………………………………………………………	38
SECTION 7.03.	Compensation for Providing Information ……………………………………………………………………………………	39
SECTION 7.04.	Record Retention …………………………………………………………………………………………………………..…	39
SECTION 7.05.	Accounting Information ……………………………………………………………………………………………………..	39
SECTION 7.06.	Limitations of Liability ………………………………………………………………………………………………………	40
SECTION 7.07.	Production of Witnesses; Records; Cooperation …………………………………………………………………………….	41
SECTION 7.08.	Privileged Matters …………………………………………………………………………………………………………....	42
SECTION 7.09.	Confidential Information …………………………………………………………………………………………………….	44
SECTION 7.10.	Conflicts Waiver …………………………………………………………………………………………………………......	45
ARTICLE VIII
Insurance
SECTION 8.01.	Maintenance of Insurance ……………………………………………………………………………………………………	45
SECTION 8.02.	Claims Under DTE Energy Insurance Policies ………………………………………………………………………………	46
SECTION 8.03.	Insurance Proceeds …………………………………………………………………………………………………………...	47
SECTION 8.04.	Claims Not Reimbursed ………………………………………………………………………………………………………	47
SECTION 8.05.	D&O Policies …………………………………………………………………………………………………………......…..	47
SECTION 8.06.	Insurance Cooperation …………………………………………………………………………………………………….…..	48

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ARTICLE IX
Further Assurances and Additional Covenants
SECTION 9.01.	Further Assurances …………………………………………………………………………………………………………......	48
SECTION 9.02.	Non-Solicit and No-Hire ……………………………………………………………………………………………………......	49
ARTICLE X
Termination
SECTION 10.01.	Termination …………………………………………………………………………………………………………......….......	50
SECTION 10.02.	Effect of Termination …………………………………………………………………………………………………………..	50
ARTICLE XI
Miscellaneous
SECTION 11.01.	Counterparts; Entire Agreement; Corporate Power ……………………………………………………………………………	50
SECTION 11.02.	Governing Law; Jurisdiction …………………………………………………………………………………………………..	51
SECTION 11.03.	Assignability …………………………………………………………………………………………………………......….....	51
SECTION 11.04.	Third-Party Beneficiaries ………………………………………………………………………………………………………	51
SECTION 11.05.	Notices …………………………………………………………………………………………………………......….....….…	51
SECTION 11.06.	Severability …………………………………………………………………………………………………………......….......	52
SECTION 11.07.	Publicity …………………………………………………………………………………………………………......…........…	53
SECTION 11.08.	Expenses …………………………………………………………………………………………………………......…........…	53
SECTION 11.09.	Headings …………………………………………………………………………………………………………......…........…	53
SECTION 11.10.	Survival of Covenants ………………………………………………………………………………………………………….	53
SECTION 11.11.	Waivers of Default …………………………………………………………………………………………………………….	53
SECTION 11.12.	Specific Performance ………………………………………………………………………………………………………….	54
SECTION 11.13.	No Admission of Liability ……………………………………………………………………………………………………..	54
SECTION 11.14.	Amendments …………………………………………………………………………………………………………......….....	54
SECTION 11.15.	Interpretation …………………………………………………………………………………………………………......….....	54

Schedule I	-	Internal Transactions
Schedule II	-	DT Midstream Equity Interests
Schedule III	-	DT Midstream Assets
Schedule IV	-	DT Midstream Liabilities
Schedule V	-	DTE Energy Retained Assets
Schedule VI	-	DTE Energy Retained Liabilities
Schedule VII	-	Corporate Assets
Schedule VIII	-	Corporate Liabilities
Schedule IX	-	DT Midstream Accounts

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Schedule X	-	DTE Energy Accounts
Schedule XI	-	DT Midstream-Managed Actions
Schedule XII	-	DTE Energy-Managed Actions
Schedule XIII	-	Jointly Managed Actions
Schedule XIV	-	Shared Contracts
Schedule XV	-	Fees and Expenses
Schedule XVI	-	Surviving Intercompany Agreements
Schedule XVII	-	Surviving DTE Energy Credit Support Instruments
Schedule XVIII	-	Surviving DT Midstream Credit Support Instruments

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SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [                ], 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation and wholly-owned Subsidiary of DTE Energy (“DT Midstream”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS the board of directors of DTE Energy has determined that it is in the best interests of DTE Energy and its shareholders to distribute its entire interest in DT Midstream by way of a dividend of all of the shares of DT Midstream Common Stock to be made to holders of shares of DTE Energy Common Stock;

WHEREAS, in furtherance of the foregoing, the board of directors of DTE Energy has determined that it is appropriate and desirable to effect the Spin-Off, as more fully described in this Agreement;

WHEREAS DTE Energy and DT Midstream have prepared, and DT Midstream has filed with the Commission, the Form 10, which includes the Information Statement and sets forth appropriate disclosure concerning DT Midstream and the Distribution;

WHEREAS DTE Energy and DT Midstream intend that the Transactions qualify for their Intended Tax Treatment; and

WHEREAS it is appropriate and desirable to set forth the principal corporate transactions required to effect the Spin-Off and certain other agreements that will govern certain matters relating to the Spin-Off and the relationship of DTE Energy, DT Midstream and their respective Subsidiaries following the Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Action” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“Adversarial Action” means (a) an Action by a member of the DTE Energy Group, on the one hand, against a member of the DT Midstream Group, on the other hand, or (b) an Action by a member of the DT Midstream Group, on the one hand, against a member of the DTE Energy Group, on the other hand.

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“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person. As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that (a) DT Midstream and the other members of the DT Midstream Group shall not be considered Affiliates of DTE Energy or any of the other members of the DTE Energy Group and (b) DTE Energy and the other members of the DTE Energy Group shall not be considered Affiliates of DT Midstream or any of the other members of the DT Midstream Group.

“Agent” means the distribution agent appointed by DTE Energy to distribute to the Record Holders, pursuant to the Distribution, the shares of DT Midstream Common Stock held by DTE Energy.

“Agreement” means this Separation and Distribution Agreement, including the Schedules hereto.

“Ancillary Agreements” means the TMA, the EMA and the TSA and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement.

“Assets” means all assets, properties and rights of every kind and nature (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a) all accounting and other books, records, files and Personnel Records, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form or medium;

(b) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, including hardware systems, circuits and other computer and telecommunication assets and equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d) all interests in real property of whatever nature, including buildings, land, structures, improvements and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e) all interests in any capital stock of, or other equity interests in, any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Person; and all rights as a partner, joint venturer or participant;

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(f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g) all deposits, letters of credit, performance bonds and other surety bonds;

(h) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(i) all United States, state, multinational and foreign intellectual property, including patents, copyrights, trade names, trademarks, service marks, slogans, logos, trade dresses and other source indicators and the goodwill of the business symbolized thereby; all registrations, applications, recordings, disclosures, renewals, continuations, continuations-in-part, divisions, reissues, reexaminations, foreign counterparts and other legal protections and rights related to any of the foregoing; mask works, trade secrets, inventions and other proprietary information, including know-how, processes, formulae, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals, discoveries, inventions, licenses from third parties granting the right to use any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium;

(j) all computer applications, programs, software and other code (in object and source code form), including operating software, network software, firmware, middleware, design software, design tools, systems documentation, instructions, ASP, HTML, DHTML, SHTML and XML files, cgi and other scripts, APIs, web widgets, algorithms, models, methodologies, files, documentation related to any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium now known or yet to be created;

(k) all websites, Internet URLs, domain names, social media handles and Internet user names, databases, content, text, graphics, images, audio, video, data and other copyrightable works or other works of authorship including all translations, adaptations, derivations and combinations thereof;

(l) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, subscriber, customer and vendor data, correspondence and lists, product literature and other advertising and promotional materials, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, server and traffic logs, quality records and reports and other books, records, studies, surveys, reports, plans, business records and documents;

(m) all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

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(n) all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(o) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(p) all licenses (including radio and similar licenses), permits, consents, approvals and authorizations that have been issued by any Governmental Authority and all pending applications therefor;

(q) Cash, bank accounts, lock boxes and other deposit arrangements;

(r) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(s) all goodwill as a going concern and other intangible properties.

“Bank Debt Incurrence” has the meaning set forth on Schedule I.

“Bond Issuance” has the meaning set forth on Schedule I.

“Borrowing” has the meaning set forth on Schedule I.

“Cash” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“Cash Distribution” has the meaning set forth on Schedule I.

“Cash Management Arrangements” means all cash management arrangements pursuant to which DTE Energy or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of DT Midstream or any other member of the DT Midstream Group.

“Commission” means the Securities and Exchange Commission.

“Consents” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from, or notification requirements to, any Person other than a member of either Group.

“Consolidated Intercompany Debt” has the meaning set forth on Schedule I.

“Consolidated Intercompany Debt Repayment” has the meaning set forth on Schedule I.

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“Contract” means any oral or written contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“Contributions to DT Midstream” has the meaning set forth on Schedule I.

“Corporate Assets” means all Assets of DTE Energy or any other member of the DTE Energy Group to the extent relating to, arising out of or resulting from a general corporate matter of DTE Energy or any other member of the DTE Energy Group, including the Assets set forth on Schedule VII.

“Corporate Liabilities” means all Liabilities to the extent relating to, arising out of or resulting from a general corporate matter of DTE Energy or any other member of the DTE Energy Group (including any such Liabilities relating to, arising out of or resulting from claims made by or on behalf of holders of any DTE Energy securities (including debt securities), in their capacities as such, whether made under any applicable corporation, securities or other Laws, or by or on behalf of any Governmental Authority under any applicable securities Laws, Laws related to the duties of officers or directors or similar Laws), including the Liabilities set forth on Schedule VIII. In the event of any inconsistency or conflict that may arise in the application or interpretation of the foregoing sentence, for the purpose of determining what is and is not a Corporate Liability, any item described in this definition of “Corporate Liabilities” shall take priority over clause (b) of the definition of “DT Midstream Liabilities” and clause (a) of the definition of “DTE Energy Liabilities”.

“Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“D&O Policies” has the meaning set forth in Section 8.05.

“Distribution” means the distribution by DTE Energy to the Record Holders, on a pro rata basis, of all of the outstanding shares of DT Midstream Common Stock owned by DTE Energy on the Distribution Date.

“Distribution Date” means the date, determined by DTE Energy in accordance with Section 5.03, on which the Distribution occurs.

“DT Midstream” has the meaning set forth in the preamble.

“DT Midstream Account” means any bank, brokerage or similar account owned by DT Midstream or any other member of the DT Midstream Group, including the DT Midstream Accounts listed or described on Schedule IX.

“DT Midstream Assets” means, without duplication, the following Assets:

(a) all Assets held by the DT Midstream Group;

(b) all interests in the capital stock of, or other equity interests in, the members of the DT Midstream Group (other than DT Midstream) and all other equity, partnership, membership, joint venture and similar interests set forth on Schedule II under the caption “Joint Ventures and Minority Investments”;

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(c) all Assets reflected on the DT Midstream Business Balance Sheet, and all Assets acquired after the date of the DT Midstream Business Balance Sheet that, had they been acquired on or before such date and owned as of such date, would have been reflected on the DT Midstream Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any dispositions of such Assets subsequent to the date of the DT Midstream Business Balance Sheet;

(d) any additional Assets listed or described on Schedule III;

(e) the rights related to the DT Midstream Portion of any Shared Contract;

(f) all other Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or allocated to, any member of the DT Midstream Group; and

(g) all Assets held by a member of the DTE Energy Group that are determined by DTE Energy, in good faith prior to the Distribution, to be primarily related to or used or held for use primarily in connection with the business or operations of the DT Midstream Business (unless otherwise expressly provided in connection with this Agreement).

Notwithstanding the foregoing, the DT Midstream Assets shall not include (i) any DTE Energy Retained Assets, (ii) any Assets governed by the TMA, (iii) any Assets governed by the EMA, (iv) the rights related to the DTE Energy Portion of any Shared Contracts, (v) any Assets that are determined by DTE Energy, in good faith prior to the Distribution, to be primarily related to the business or operations of the DTE Energy Business (unless otherwise expressly provided in this Agreement) and (vi) Assets required by DTE Energy to perform its obligations under the TSA.

“DT Midstream Business” means the midstream pipeline, gathering and storage businesses and other operations of the DT Midstream Group, including as described in the Information Statement.

“DT Midstream Business Balance Sheet” means the balance sheet of the DT Midstream Business, including the notes thereto, as of December 31, 2020, included in the Information Statement.

“DT Midstream Common Stock” means the common stock, $0.01 par value per share, of DT Midstream.

“DT Midstream Credit Support Instruments” has the meaning set forth in Section 3.02(a).

“DT Midstream Entities” means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule II under the caption “Joint Ventures and Minority Investments”.

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“DT Midstream Group” means (a) DT Midstream, (b) each Person that will be a Subsidiary of DT Midstream immediately prior to the Distribution, including the entities set forth on Schedule II under the caption “Subsidiaries” and (c) each Person that becomes a Subsidiary of DT Midstream after the Distribution, including in each case any Person that is merged or consolidated with or into DT Midstream or any Subsidiary of DT Midstream.

“DT Midstream Indemnitees” has the meaning set forth in Section 6.03.

“DT Midstream Liabilities” means, without duplication, the following Liabilities:

(a) all Liabilities of the DT Midstream Group and the DT Midstream Entities;

(b) all Liabilities to the extent relating to, arising out of or resulting from:

(i) the operation or conduct of the DT Midstream Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the DT Midstream Business);

(ii) the operation or conduct of the DT Midstream Business or any other business conducted by DT Midstream or any other member of the DT Midstream Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii) any terminated, divested or discontinued businesses or operations of the DT Midstream Business; or

(iv) the DT Midstream Assets;

(c) all Liabilities reflected as liabilities or obligations on the DT Midstream Business Balance Sheet, and all Liabilities arising or assumed after the date of the DT Midstream Business Balance Sheet that, had they arisen or been assumed on or before such date and been existing obligations as of such date, would have been reflected on the DT Midstream Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the DT Midstream Business Balance Sheet;

(d) any additional Liabilities listed or described on Schedule IV;

(e) the obligations related to the DT Midstream Portion of any Shared Contract;

(f) all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the DT Midstream Group; and

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(g) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in, or incorporated by reference into, the Form 10, any registration statement, offering memorandum or other marketing materials relating to the Bond Issuance or Bank Debt Incurrence and any other documents filed with the Commission in connection with the Spin-Off or as contemplated by this Agreement, in each case, other than with respect to the DTE Energy Disclosure Sections.

Notwithstanding the foregoing, the DT Midstream Liabilities shall not include (i) any DTE Energy Retained Liabilities, (ii) any Liabilities governed by the TMA, (iii) any Liabilities governed by the EMA, (iv) any obligations related to the DTE Energy Portion of any Shared Contract or (v) any Liabilities that are determined by DTE Energy, in good faith prior to the Distribution, to be primarily related to the business or operations of the DTE Energy Business (unless otherwise expressly provided in this Agreement).

“DT Midstream Portion” has the meaning set forth in Section 2.04.

“DTE Energy” has the meaning set forth in the preamble.

“DTE Energy Account” means any bank, brokerage or similar account owned by DTE Energy or any other member of the DTE Energy Group, including the DTE Energy Accounts listed or described on Schedule X.

“DTE Energy Assets” means, without duplication, the following Assets:

(a) all Assets of the DTE Energy Group;

(b) the DTE Energy Retained Assets;

(c) all Assets held by a member of the DT Midstream Group that are determined by DTE Energy, in good faith prior to the Distribution, to be primarily related to or used or held for use primarily in connection with the business or operations of the DTE Energy Business (unless otherwise expressly provided in connection with this Agreement);

(d) all interests in the capital stock, or other equity interests in, the members of the DTE Energy Group (other than DTE Energy);

(e) the rights related to the DTE Energy Portion of any Shared Contract; and

(f) the Corporate Assets.

Notwithstanding the foregoing, the DTE Energy Assets shall not include (i) any Assets governed by the TMA, (ii) any Assets governed by the EMA, (iii) the rights related to the DT Midstream Portion of any Shared Contracts, (iv) the DT Midstream Assets and (v) any Assets required by DT Midstream to perform its obligations under the TSA.

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“DTE Energy Business” means the business and operations conducted by DTE Energy and its Subsidiaries other than the DT Midstream Business.

“DTE Energy Common Stock” means, collectively, the common stock, without par value, of DTE Energy.

“DTE Energy Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“DTE Energy Disclosure Sections” means all information set forth in or omitted from the Form 10 or Information Statement to the extent relating to (a) the DTE Energy Group, (b) the DTE Energy Liabilities, (c) the DTE Energy Assets or (d) the substantive disclosure set forth in the Form 10 relating to DTE Energy’s board of directors’ consideration of the Spin-Off, including the section entitled “Reasons for the Spin-Off”.

“DTE Energy Group” means DTE Energy and each of its Subsidiaries, but excluding any member of the DT Midstream Group.

“DTE Energy Indemnitees” has the meaning set forth in Section 6.02.

“DTE Energy Liabilities” means, without duplication, the following Liabilities:

(a) all Liabilities of the DTE Energy Group;

(b) all Liabilities to the extent relating to, arising out of or resulting from:

(i) the operation or conduct of the DTE Energy Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the DTE Energy Business);

(ii) the operation or conduct of the DTE Energy Business or any other business conducted by DTE Energy or any other member of the DTE Energy Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii) any terminated, divested or discontinued businesses or operations of the DTE Energy Business (other than the DT Midstream Business, the DT Midstream Group and any terminated, divested or discontinued businesses or operations of the DT Midstream Business); or

(iv) the DTE Energy Assets;

(c) the DTE Energy Retained Liabilities;

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(d) any obligations related to the DTE Energy Portion of any Shared Contract;

(e) the Corporate Liabilities;

(f) any Liabilities that are determined by DTE Energy, in good faith prior to the Distribution, to be primarily related to the business or operations of the DTE Energy Business (unless otherwise expressly provided in this Agreement); and

(g) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to the DTE Energy Disclosure Sections.

Notwithstanding the foregoing, the DTE Energy Liabilities shall not include (i) any Liabilities governed by the TMA, (ii) any Liabilities governed by the EMA and (iii) the DT Midstream Liabilities.

“DTE Energy Policy Pre-Separation Insurance Claim” means any (a) claim made against a member of the DT Midstream Group or a member of the DTE Energy Group and reported to the applicable insurer(s) prior to the Distribution Date in respect of an act or omission occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” insurance policy of the DTE Energy Group in effect prior to the Distribution Date or any extended reporting period thereof or (b) Action (whether made prior to, on or following the Distribution Date) in respect of a Liability occurring prior to the Distribution Date under an “occurrence-based” insurance policy of any member of the DTE Energy Group in effect prior to the Distribution Date.

“DTE Energy Portion” has the meaning set forth in Section 2.04.

“DTE Energy Retained Assets” means any specified Assets set forth on Schedule V that, notwithstanding clauses (a) through (g) of the definition of “DT Midstream Assets”, shall not constitute DT Midstream Assets and are to be retained by the DTE Energy Group.

“DTE Energy Retained Liabilities” means any specified Liabilities set forth on Schedule VI that, notwithstanding clauses (a) through (g) of the definition of “DT Midstream Liabilities”, shall not constitute DT Midstream Liabilities and are to be retained by the DTE Energy Group.

“EMA” means the Employee Matters Agreement dated as of the date of this Agreement by and between DTE Energy and DT Midstream.

“Exchange” means the New York Stock Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, together with the rules and regulations promulgated thereunder.

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“Existing DT Midstream Subsidiaries ICA Notes” has the meaning set forth on Schedule I.

“Final Determination” has the meaning set forth in the TMA.

“First Post-Distribution Report” has the meaning set forth in Section 11.07.

“Form 10” means the registration statement on Form 10 filed by DT Midstream with the Commission to effect the registration of DT Midstream Common Stock as a class of securities pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any Consents, registrations or permits to be obtained from, any Governmental Authority.

“Governmental Authority” means any Federal, state, local, foreign, international or multinational court, government, quasi-government , department, commission, board, bureau, agency, official or other legislative, judicial, tribunal, commission, regulatory, administrative or governmental authority.

“Group” means either the DTE Energy Group or the DT Midstream Group, or both, as the context requires.

“Indemnifying Party” has the meaning set forth in Section 6.04(a).

“Indemnitee” has the meaning set forth in Section 6.04(a).

“Indemnity Payment” has the meaning set forth in Section 6.04(a).

“Information” means information, whether or not patentable, copyrightable or protectable as a trade secret, in written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, Contracts, instruments, surveys, analyses, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, personal data, communications (including those by or to attorneys (whether or not subject to the attorney-client privilege)), memos and other materials (including those prepared by attorneys or under their direction (whether or not constituting attorney work product)) and other technical, financial, employee or business information or data, documents, correspondence, materials and files.

“Information Statement” means the Information Statement made available on the Internet or mailed to the holders of DTE Energy Common Stock in connection with the Distribution, as such Information Statement may be amended or supplemented from time to time.

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“Insurance Proceeds” means those monies:

(a) received by an insured (or its successor-in-interest) from an insurance carrier;

(b) paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or

(c) received (including by way of setoff) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability;

in each such case, net of (i) any applicable premium adjustments (including reserves and retrospectively rated premium adjustments), (ii) any costs or expenses incurred in the collection thereof and (iii) any Taxes resulting from the receipt thereof.

“Intended Tax Treatment” has the meaning set forth in the TMA.

“Intercompany Accounts” has the meaning set forth in Section 2.03(a).

“Intercompany Agreements” has the meaning set forth in Section 2.03(a).

“Intercompany Debt Refinancing” has the meaning set forth on Schedule I.

“Internal Distribution” has the meaning set forth on Schedule I.

“Internal Restructuring” has the meaning set forth on Schedule I.

“Internal Transactions” means the Internal Restructuring, Intercompany Debt Refinancing, Borrowing, Consolidated Intercompany Debt Repayment, Cash Distribution, Internal Distribution, Specified Asset Distribution, Contributions to DT Midstream and Recapitalization, each as described on Schedule I.

“IRS” has the meaning set forth in the TMA.

“Known Counsel” has the meaning set forth in Section 7.10.

“Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.

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“Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ fees, the costs and expenses of all assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

“Managing Party” has the meaning set forth in Section 6.10.

“Mixed Action” has the meaning set forth in Section 6.12(c).

“New DT Midstream Intercompany Notes” has the meaning set forth on Schedule I.

“Non-Managing Party” has the meaning set forth in Section 6.10.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Person” means an individual, a general or limited partnership, a corporation, an association, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

“Personnel Records” means all personnel files, data and other personnel information that relates to (a) in the case of the DTE Energy Group, any current or former employee, officer, director or other service provider of the DTE Energy Group and any Business Employee (as defined in the EMA) (other than a DT Midstream Employee (as defined in the EMA) or any other service provider of the DT Midstream Group immediately following the Distribution Date), or (b) in the case of the DT Midstream Group, any DT Midstream Employee and any other service provider of the DT Midstream Group immediately following the Distribution Date and, in each case under clauses (a) and (b), other than files, data and information that are (or is) prohibited from being made available as a result of applicable Laws regarding the safeguarding of data privacy or any other legal obligation to maintain the confidentiality of such files, data or information.

“Recapitalization” has the meaning set forth on Schedule I.

“Record Date” means the close of business on the date determined by the DTE Energy board of directors as the record date for determining the shares of DTE Energy Common Stock in respect of which shares of DT Midstream Common Stock will be distributed pursuant to the Distribution.

“Record Holders” has the meaning set forth in Section 5.01(b).

“Restricted Employee” has the meaning set forth in Section 9.02(a).

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“Retained Information” has the meaning set forth in Section 7.04.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, license or other encumbrance of any nature whatsoever.

“Separation” means (a) the Internal Transactions, (b) any actions to be taken pursuant to Article II and (c) any other transfers of Assets and assumptions of Liabilities, in each case, between a member of one Group and a member of the other Group, provided for in this Agreement or in any Ancillary Agreement.

“Shared Contract” means any Contract of any member of either Group with a third party that relates in any material respect to both the DT Midstream Business and the DTE Energy Business, including the contracts and agreements set forth on Schedule XIV; provided that the Parties may, by mutual consent, elect to include in, or exclude from, this definition any contract or agreement.

“Specified Asset Distribution” has the meaning set forth on Schedule I.

“Specified Assets” has the meaning set forth on Schedule I.

“Spin-Off” means the Separation and the Distribution.

“Subsidiary” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.

“Surviving DT Midstream Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Surviving DTE Energy Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Tax Opinion Representations” has the meaning set forth in the TMA.

“Tax Return” has the meaning set forth in the TMA.

“Taxes” has the meaning set forth in the TMA.

“Third-Party Claim” means any assertion by a Person (including any Governmental Authority) who is not a member of the DTE Energy Group or the DT Midstream Group of any claim, or the commencement by any such Person of any Action, against any member of the DTE Energy Group or the DT Midstream Group.

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“Third-Party Proceeds” has the meaning set forth in Section 6.04(a).

“TMA” means the Tax Matters Agreement dated as of the date of this Agreement by and between DTE Energy and DT Midstream.

“Transactions” means the Internal Transactions and the Distribution.

“TSA” means the Transition Services Agreement dated as of the date of this Agreement between DTE Energy and DT Midstream.

ARTICLE II

The Separation

SECTION 2.01. Transfer of Assets and Assumption of Liabilities. (a) Prior to the Distribution, and subject to Section 2.01(e), the Parties shall cause the Internal Transactions to be completed.

(b) Subject to Section 2.01(e), immediately after the Internal Distribution and prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer, and take such other corporate actions as are necessary to:

(i) assign, transfer or convey to one or more members of the DT Midstream Group all of the right, title and interest of the DTE Energy Group in, to and under all DT Midstream Assets not already owned by the DT Midstream Group;

(ii) assign, transfer or convey to one or more members of the DTE Energy Group all of the right, title and interest of the DT Midstream Group in, to and under all DTE Energy Assets not already owned by the DTE Energy Group;

(iii) cause one or more members of the DT Midstream Group to assume all of the DT Midstream Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the DTE Energy Group; and

(iv) cause one or more members of the DTE Energy Group to assume all of the DTE Energy Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the DT Midstream Group.

Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VII.

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(c) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by DT Midstream (or a member of the DT Midstream Group) to, or the acceptance or assumption by, DTE Energy (or a member of the DTE Energy Group) of any DTE Energy Asset or DTE Energy Liability, as the case may be, (ii) the transfer or conveyance by DTE Energy (or a member of the DTE Energy Group) to, or the acceptance or assumption by, DT Midstream (or a member of the DT Midstream Group) of any DT Midstream Asset or DT Midstream Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement or the Ancillary Agreements, the Parties shall, subject to Section 2.01(e), use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination.

(d) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by DT Midstream (or a member of the DT Midstream Group) to, or the acceptance or assumption by, DTE Energy (or a member of the DTE Energy Group) of any DT Midstream Asset or DT Midstream Liability, as the case may be, or (ii) by DTE Energy (or a member of the DTE Energy Group) to, or the acceptance or assumption by, DT Midstream (or a member of the DT Midstream Group) of any DTE Energy Asset or DTE Energy Liability, as the case may be, the Parties shall, subject to Section 2.01(e), use reasonable best efforts to transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination.

(e) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.04) or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed, as the case may be, shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption, as the case may be, as promptly as reasonably practicable following the Distribution. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that, prior to and following the Distribution, the Parties shall use reasonable best efforts to obtain and make any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed; provided further that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any such Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit, and at the expense, of the Party to which such Asset should have been transferred or conveyed pursuant to this Agreement and retain such Liability for the account, and at the expense, of the Party by which such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party or the member of its Group to which such Asset should have been transferred or conveyed, or by which such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible without violation of any contractual obligations to third parties, in the same position as it would have been had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement and so that the benefits and burdens relating to such Asset or Liability, as the case may be, including possession, use, risk of loss, potential for gain/loss and control over such Asset or Liability, as the case may be, are to inure from and after the Distribution to such Party or the member of its Group. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, the Parties shall, and shall cause the members of its Group to, use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption (as applicable) as promptly as reasonably practicable.

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(f) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, as promptly as reasonably practicable) unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. For the avoidance of doubt, reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset intended to replace an Asset in the course of a Party’s obligation under Section 2.01(e).

(g) DT Midstream hereby waives compliance by each and every member of the DTE Energy Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the DT Midstream Assets to any member of the DT Midstream Group.

(h) DTE Energy hereby waives compliance by each and every member of the DT Midstream Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the DTE Energy Assets to any member of the DTE Energy Group.

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(i) In the event that DTE Energy determines to seek novation with respect to any DT Midstream Liability, DT Midstream shall reasonably cooperate with, and shall cause the members of the DT Midstream Group to reasonably cooperate with, DTE Energy and the members of the DTE Energy Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, DT Midstream providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the DT Midstream Group) to cause such novation to be obtained, on terms reasonably acceptable to DT Midstream, and to have DTE Energy and the members of the DTE Energy Group released from all liability to third parties arising after the date of such novation and, in the event DT Midstream determines to seek novation with respect to any DTE Energy Liability, DTE Energy shall reasonably cooperate with, and shall cause the members of the DTE Energy Group to reasonably cooperate with, DT Midstream and the members of the DT Midstream Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, DTE Energy providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the DTE Energy Group) to cause such novation to be obtained, on terms reasonably acceptable to DTE Energy, and to have DT Midstream and the members of the DT Midstream Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements. Each of DTE Energy and DT Midstream agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or in any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employees and employee compensation and benefits matters with respect to employees and former employees of members of both the DTE Energy Group and the DT Midstream Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute DT Midstream Assets, DT Midstream Liabilities, DTE Energy Assets or DTE Energy Liabilities, as applicable, hereunder and shall be subject to Article VI hereof) and (c) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution.

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SECTION 2.03. Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts. (a) Except as set forth in Section 2.03(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases and other provisions of Section 6.01, effective as of the Distribution, DT Midstream and each other member of the DT Midstream Group, on the one hand, and DTE Energy and each other member of the DTE Energy Group, on the other hand, hereby terminate or settle, as applicable, any and all Contracts, agreements, arrangements, commitments and understandings, oral or written, between such Parties and in existence as of the Distribution Date (“Intercompany Agreements”), including all intercompany payables due or receivables owed (“Intercompany Accounts”), between such Parties (including any such payables or receivable which relate to payroll) and in effect or accrued as of the Distribution Date (except for any such Intercompany Accounts arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date); provided that, notwithstanding anything to the contrary contained herein, (i) if net Intercompany Accounts are due from or owed by any member of the DT Midstream Group to any member of the DTE Energy Group, such Intercompany Accounts shall be settled by contribution to the applicable member of the DT Midstream Group effective as of immediately before the Distribution and (ii) if net Intercompany Accounts are due from or owed by any member of the DTE Energy Group to any member of the DT Midstream Group, such Intercompany Accounts shall be settled by distribution from the applicable member of the DT Midstream Group effective as of immediately before the Internal Distribution. No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date, provided that any Intercompany Account that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement.

(b) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group); (ii) any existing written Intercompany Agreement between a member of the DT Midstream Group, on the one hand, and a member of the DTE Energy Group, on the other hand, that has been entered into in the ordinary course of business on an arm’s-length basis for the provision of services or other commercial arrangement, including outstanding operational intercompany trade receivables or payables incurred on such basis, including those Intercompany Agreements set forth on Schedule XVI; (iii) any Agreements to which any third party is a party, including Shared Contracts; and (iv) any other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date.

(c) (i) DTE Energy and DT Midstream each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by DT Midstream or any other member of the DT Midstream Group (collectively, the “DT Midstream Accounts”), including all DT Midstream Accounts listed or described on Schedule IX, so that such DT Midstream Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by DTE Energy or any other member of the DTE Energy Group (collectively, the “DTE Energy Accounts”), including all DTE Energy Accounts listed or described on Schedule X, are de-linked from such DTE Energy Accounts.

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(ii) DTE Energy and DT Midstream each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing the DTE Energy Accounts so that such DTE Energy Accounts, if linked to any DT Midstream Account, are de-linked from such DT Midstream Accounts.

(iii) With respect to any outstanding checks issued by, or payments made by, DTE Energy, DT Midstream or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement.

(iv) As between DTE Energy and DT Midstream (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Final Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be held by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, within 60 days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff.

(d) Each of DTE Energy and DT Midstream shall, and shall cause each of their respective Subsidiaries to, take all necessary actions to remove each of DT Midstream and DT Midstream’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to the close of business on the business day immediately prior to the Distribution Date.

SECTION 2.04. Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the DT Midstream Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the DT Midstream Business (the “DT Midstream Portion”), which rights shall be a DT Midstream Asset and which obligations shall be a DT Midstream Liability, and (b) a member of the DTE Energy Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the DT Midstream Business (the “DTE Energy Portion”), which rights shall be a DTE Energy Asset and which obligations shall be a DTE Energy Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the DT Midstream Group shall receive the interest in the benefits and obligations of the DT Midstream Portion under such Shared Contract and a member of the DTE Energy Group shall receive the interest in the benefits and obligations of the DTE Energy Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

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(b) Nothing in this Section 2.04 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

SECTION 2.05. Disclaimer of Representations and Warranties. (a) Each of DTE Energy (on behalf of itself and each other member of the DTE Energy Group) and DT Midstream (on behalf of itself and each other member of the DT Midstream Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of such Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the DTE Energy Business or DT Midstream Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such Party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such Party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof.

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(b) Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is”, “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title or interest, free and clear of any Security Interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

ARTICLE III

Credit Support

SECTION 3.01. Replacement of DTE Energy Credit Support. (a) DT Midstream shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of DTE Energy or any other member of the DTE Energy Group for the benefit of DT Midstream or any other member of the DT Midstream Group (“DTE Energy Credit Support Instruments”), other than any of the DTE Energy Credit Support Instruments set forth on Schedule XVII (the “Surviving DTE Energy Credit Support Instruments”), with alternate arrangements that do not require any credit support from DTE Energy or any other member of the DTE Energy Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original DTE Energy Credit Support Instrument to the originating bank and such bank’s confirmation in writing to DTE Energy of the cancelation thereof) indicating that DTE Energy or such other member of the DTE Energy Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to DTE Energy.

(b) In furtherance of Section 3.01(a), to the extent required to obtain a removal or release from a DTE Energy Credit Support Instrument, DT Midstream or an appropriate member of the DT Midstream Group shall execute an agreement substantially in the form of the existing DTE Energy Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing DTE Energy Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which DT Midstream or the appropriate member of the DT Midstream Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by DT Midstream or the appropriate member of the DT Midstream Group.

(c) If DT Midstream is unable to obtain, or to cause to be obtained, all releases from DTE Energy Credit Support Instruments pursuant to Sections 3.01(a) and 3.01(b) on or prior to the Distribution Date, (i) without limiting DT Midstream’s obligations under Article VI, DT Midstream shall cause the relevant member of the DT Midstream Group that has assumed the Liability with respect to such Credit Support Instrument to indemnify and hold harmless the member of the DTE Energy Group that is the guarantor or obligor under such Credit Support Instrument for any Liability arising out of, resulting from or relating thereto in accordance with the provisions of Article VI and shall, or shall cause one of its Subsidiaries to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) with respect to such Credit Support Instrument, each of DTE Energy and DT Midstream, on behalf of themselves and the members of each of their respective Groups, agree, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third Person, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party. The provisions of clauses (i) and (ii) of the foregoing sentence shall also apply to all Surviving DTE Energy Credit Support Instruments.

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SECTION 3.02. Replacement of DT Midstream Credit Support. (a) DTE Energy shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all Credit Support Instruments provided by, through or on behalf of DT Midstream or any other member of the DT Midstream Group for the benefit of DTE Energy or any other member of the DTE Energy Group (“DT Midstream Credit Support Instruments”) other than any of the DT Midstream Credit Support Instruments set forth on Schedule XVIII (the “Surviving DT Midstream Credit Support Instruments”), with alternate arrangements that do not require any credit support from DT Midstream or any other member of the DT Midstream Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original DT Midstream Credit Support Instrument to the originating bank and such bank’s confirmation in writing to DT Midstream of the cancelation thereof) indicating that DT Midstream or such other member of the DT Midstream Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to DT Midstream.

(b) In furtherance of Section 3.02(a), to the extent required to obtain a removal or release from a DT Midstream Credit Support Instrument, DTE Energy or an appropriate member of the DTE Energy Group shall execute an agreement substantially in the form of the existing DT Midstream Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing DT Midstream Credit Support Instrument contains representations, covenants or other terms or provisions (A) with which DTE Energy or the appropriate member of the DTE Energy Group would be reasonably unable to comply or (B) which would be reasonably expected to be breached by DTE Energy or the appropriate member of the DTE Energy Group.

(c) If DTE Energy is unable to obtain, or to cause to be obtained, all releases from DT Midstream Credit Support Instruments pursuant to Sections 3.02(a) and 3.02(b) on or prior to the Distribution Date, (i) without limiting DTE Energy’s obligations under Article VI, DTE Energy shall cause the relevant member of the DTE Energy Group that has assumed the Liability with respect to such Credit Support Instrument to indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of Article VI and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) with respect to such Credit Support Instruments that are in the form of a letter of credit or bank guarantee, DTE Energy shall provide DT Midstream with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to DT Midstream, against losses arising from all such Credit Support Instruments, or if DT Midstream agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtained and (iii) with respect to such Credit Support Instrument, each of DTE Energy and DT Midstream, on behalf of themselves and the members of each of their respective Groups, agree, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third Person, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party. The provisions of clauses (i), (ii) and (iii) of the foregoing sentence shall also apply to all Surviving DT Midstream Credit Support Instruments.

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SECTION 3.03. Written Notice of Credit Support Instruments. DTE Energy and DT Midstream shall provide each other with written notice of the existence of all Credit Support Instruments within a reasonable period prior to the Distribution.

ARTICLE IV

Actions Pending the Distribution

SECTION 4.01. Actions Prior to the Distribution. (a) Subject to the conditions specified in Section 4.02 and subject to Section 5.03, DTE Energy and DT Midstream shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.

(b) Prior to the Distribution Date, DTE Energy shall mail a notice of Internet availability of the Information Statement or the Information Statement to the Record Holders.

(c) DT Midstream shall prepare, file with the Commission and use its reasonable best efforts to cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(d) DTE Energy and DT Midstream shall take all such action as may be necessary or appropriate under the securities laws or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.

(e) DT Midstream shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the DT Midstream Common Stock to be distributed in the Distribution on the Exchange, subject to official notice of distribution.

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(f) Prior to the Distribution, DTE Energy shall have duly elected the individuals listed as members of the DT Midstream board of directors in the Information Statement, and such individuals shall be the members of the DT Midstream board of directors effective as of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, the existing directors of DT Midstream shall appoint one independent director prior to the date on which “when-issued” trading of the DT Midstream Common Stock begins on the Exchange and this independent director shall begin his or her term prior to the Distribution and shall serve on DT Midstream’s Audit Committee, Corporate Governance Committee and Organization and Compensation Committee.

(g) Immediately prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of DT Midstream, each in substantially the form filed as an exhibit to the Form 10, shall be in effect.

(h) DTE Energy and DT Midstream shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.02 to be satisfied and to effect the Distribution on the Distribution Date.

(i) Prior to the Distribution, DT Midstream shall make capital and other expenditures and operate its cash management, accounts payable and receivables collection systems in the ordinary course of business consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 4.02. Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by DTE Energy, of the following conditions:

(a) The board of directors of DTE Energy shall have authorized and approved the Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of DT Midstream Common Stock to DTE Energy shareholders.

(b) Each Ancillary Agreement shall have been executed by each party to such agreement.

(c) The DT Midstream Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by DTE Energy, subject to official notice of issuance.

(d) The Commission shall have declared effective the Form 10 under the Exchange Act, and no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission.

(e) DTE Energy shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Opinion Representations, the Transactions will qualify for their Intended Tax Treatment.

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(f) The board of directors of DTE Energy shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of DTE Energy prior to the Spin-Off and each of DTE Energy and DT Midstream after the consummation of the Spin-Off.

(g) The Internal Transactions shall have been completed (other than any steps that are expressly contemplated to occur at or after the Distribution).

(h) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of DTE Energy shall have occurred or failed to occur that prevents the consummation of the Distribution.

(i) DTE Energy shall have received a final order from the New York Public Service Commission relating to the Spin-Off.

(j) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of DTE Energy, would result in the Distribution having a material adverse effect on DTE Energy or its shareholders.

(k) The actions set forth in Sections 4.01(b), (f) and (g) shall have been completed.

The foregoing conditions are for the sole benefit of DTE Energy and shall not give rise to or create any duty on the part of DTE Energy or the DTE Energy board of directors to waive or not waive such conditions or in any way limit the right of DTE Energy to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the DTE Energy board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

ARTICLE V

The Distribution

SECTION 5.01. The Distribution. (a) DT Midstream shall cooperate with DTE Energy to accomplish the Distribution and shall, at the direction of DTE Energy, use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. DTE Energy shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for DTE Energy. DTE Energy or DT Midstream, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution.

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(b) Subject to the terms and conditions set forth in this Agreement, (i) after completion of the Internal Transactions and on or prior to the Distribution Date, for the benefit of and distribution to the holders of DTE Energy Common Stock as of the Record Date (“Record Holders”), DTE Energy will deliver to the Agent all of the issued and outstanding shares of DT Midstream Common Stock held by DTE Energy or any other member of the DTE Energy Group and book-entry authorizations for such shares and (ii) on the Distribution Date, DTE Energy shall instruct the Agent to distribute, by means of a pro rata dividend based on the aggregate number of shares of DTE Energy Common Stock held by each applicable Record Holder, to each Record Holder (or such Record Holder’s bank, brokerage firm, trustee or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of shares of DT Midstream Common Stock to which such Record Holder is entitled based on a distribution ratio determined by DTE Energy in its sole discretion. The Distribution shall be effective at [                ] New York City time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder (or such Record Holder’s bank, brokerage firm, trustee or other nominee on such Record Holder’s behalf, as applicable) an account statement indicating the number of shares of DT Midstream Common Stock that have been registered in book-entry form in the name of such Record Holder.

SECTION 5.02. Fractional Shares. Record Holders holding a number of shares of DTE Energy Common Stock on the Record Date that would entitle such holders to receive less than one whole share (in addition to any whole shares) of DT Midstream Common Stock in the Distribution will receive cash in lieu of such fractional share. Fractional shares of DT Midstream Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent and DTE Energy shall, as soon as practicable after the date on which “when-issued” trading of the DT Midstream Common Stock begins on the Exchange, (a) determine the number of whole shares and fractional shares of DT Midstream Common Stock allocable to each Record Holder and (b) aggregate all fractional shares of DT Midstream Common Stock into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests. DTE Energy shall cause the Agent to, as soon as practicable after the Distribution Date, distribute to each such holder, or for the benefit of each beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of DT Midstream Common Stock after making appropriate deductions for any amount required to be withheld under applicable Tax Law and less any brokers’ charges, commissions or transfer Taxes. The Agent, in its sole discretion, will determine the timing and method of selling such fractional shares of DT Midstream Common Stock, the selling price of such fractional shares and the broker dealer through which such fractional shares will be sold; provided, however, that the designated broker dealer is not an Affiliate of DTE Energy or DT Midstream. Neither DTE Energy nor DT Midstream will pay any interest on the proceeds from the sale of fractional shares of DT Midstream Common Stock.

SECTION 5.03. Sole Discretion of DTE Energy. DTE Energy shall, in its sole and absolute discretion, determine the Record Date, the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth below, DTE Energy may at any time and from time to time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

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ARTICLE VI

Mutual Releases; Indemnification; Litigation

SECTION 6.01. Release of Pre-Distribution Claims. (a) Except as provided in Section 6.01(d) or elsewhere in this Agreement or in the Ancillary Agreements, effective as of the Distribution, DT Midstream does hereby, for itself and each other member of the DT Midstream Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, members, agents or employees of any member of the DT Midstream Group (in each case, in their respective capacities as such), remise, release and forever discharge DTE Energy and the other members of the DTE Energy Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, members, agents or employees of any member of the DTE Energy Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all DT Midstream Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off. This Section 6.01(a) shall not affect DTE Energy’s indemnification obligations with respect to Liabilities arising on or before the Distribution Date under Article VII of its Amended and Restated Articles of Incorporation, as in effect on the date on which the event or circumstances giving rise to such indemnification obligation occur.

(b) Except as provided in Section 6.01(d) or elsewhere in this Agreement or in the Ancillary Agreements, effective as of the Distribution, DTE Energy does hereby, for itself and each other member of the DTE Energy Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the DTE Energy Group (in each case, in their respective capacities as such), remise, release and forever discharge DT Midstream and the other members of the DT Midstream Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been shareholders, directors, officers, agents or employees of any member of the DT Midstream Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all DTE Energy Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off.

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(c) The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand and acknowledge any federal or state law or right, rule or legal principle of the State of Delaware which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY SUCH CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S SETTLEMENT WITH A DEBTOR. The Parties are hereby deemed to agree that any such or similar federal or state laws or rights, rules or legal principles of the State of Delaware or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 6.01(a) and (b).

(d) Nothing contained in Section 6.01(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Intercompany Agreement or Intercompany Account that is specified in Section 2.03(b) not to terminate as of the Distribution, in each case in accordance with its terms. Nothing contained in Section 6.01(a) or (b) shall release:

(i) any Person from any Liability provided in or resulting from any Contract among any members of the DTE Energy Group or the DT Midstream Group that is specified in Section 2.03(b) as not to terminate as of the Distribution, or any other Liability specified in such Section 2.03(b) as not to terminate as of the Distribution;

(ii) any Person from any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Person from any Liability provided in or resulting from any other Contract or agreement that is entered into after the Distribution between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand;

(iv) any Person from any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the Parties, the members of their respective Groups or any of their respective directors, officers, employees or agents, by third Persons, which Liability shall be governed by the provisions of this Article VI or, if applicable, the appropriate provisions of the relevant Ancillary Agreement;

(v) any Person from any Liability the release of which would result in the release of any Person not otherwise intended to be released pursuant to this Section 6.01; or

(vi) any Persons (other than each member of the DTE Energy Group and its successors and assigns and each member of the DT Midstream Group and its successors and assigns) that at any time prior to the Distribution have been current or former shareholders, directors, officers, employees or agents of any member of the DTE Energy Group or any member of the DT Midstream Group (in each case, in their respective capacities as such), or their respective heirs, executors, administrators, successors and assigns, from any and all DTE Energy Liabilities or DT Midstream Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise.

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In addition, nothing contained in Section 6.01(a) shall release: (A) DTE Energy from indemnifying any director, officer or employee of the DT Midstream Group who was a director, officer or employee of DTE Energy or any of its Affiliates at or prior to the Distribution, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the DTE Energy Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a DT Midstream Liability, DT Midstream shall indemnify DTE Energy for such Liability (including DTE Energy’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI; and (B) DT Midstream from indemnifying any director, officer or employee of the DTE Energy Group who was a director, officer or employee of DTE Energy or any of its Affiliates at or prior to the Distribution, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the DT Midstream Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a DTE Energy Liability, DTE Energy shall indemnify DT Midstream for such Liability (including DT Midstream’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI.

(e) DT Midstream shall not make, and shall not permit any other member of the DT Midstream Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against DTE Energy or any other member of the DTE Energy Group, or any other Person released pursuant to Section 6.01(a), with respect to any Liabilities released pursuant to Section 6.01(a). DTE Energy shall not make, and shall not permit any other member of the DTE Energy Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against DT Midstream or any other member of the DT Midstream Group, or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).

(f) It is the intent of each of DTE Energy and DT Midstream, by virtue of the provisions of this Section 6.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, and all conditions existing or alleged to have existed on or before the Distribution Date, between or among DT Midstream or any other member of the DT Midstream Group, on the one hand, and DTE Energy or any other member of the DTE Energy Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 6.01(d) or elsewhere in this Agreement or in any Ancillary Agreement. At any time, at the request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

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SECTION 6.02. Indemnification by DT Midstream. Subject to Section 6.04, DT Midstream shall indemnify, defend and hold harmless DTE Energy, each other member of the DTE Energy Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “DTE Energy Indemnitees”), from and against any and all Liabilities of the DTE Energy Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the DT Midstream Liabilities, including the failure of DT Midstream or any other member of the DT Midstream Group or any other Person to pay, perform or otherwise promptly discharge any DT Midstream Liability in accordance with its terms;

(b) any breach by DT Midstream or any other member of the DT Midstream Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling); and

(c) any breach by DT Midstream of any of the representations and warranties made by DT Midstream on behalf of itself and the members of the DT Midstream Group in Section 11.01(c).

SECTION 6.03. Indemnification by DTE Energy. Subject to Section 6.04, DTE Energy shall indemnify, defend and hold harmless DT Midstream, each other member of the DT Midstream Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “DT Midstream Indemnitees”), from and against any and all Liabilities of the DT Midstream Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the DTE Energy Liabilities, including the failure of DTE Energy or any other member of the DTE Energy Group or any other Person to pay, perform or otherwise promptly discharge any DTE Energy Liability in accordance with its terms;

(b) any breach by DTE Energy or any other member of the DTE Energy Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling); and

(c) any breach by DTE Energy of any of the representations and warranties made by DTE Energy on behalf of itself and the members of the DTE Energy Group in Section 11.01(c).

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SECTION 6.04. Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds. (a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability and (ii) other amounts recovered from any third party (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability (“Third-Party Proceeds”). Accordingly, the amount that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a third party in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made; provided, that for the avoidance of doubt, such amount shall not exceed the amount of the Indemnity Payment.

(b) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e., a benefit to which an insurer or any other third party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Subject to Section 6.12, each member of the DTE Energy Group and DT Midstream Group shall use reasonable best efforts to seek to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this Article VI; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

(c) The calculation of any Indemnity Payments required by this Agreement shall be subject to Section 5.04 of the TMA.

SECTION 6.05. Procedures for Indemnification of Third-Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 6.05(a).

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(b) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee within 30 days after receipt of notice from an Indemnitee in accordance with Section 6.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) DT Midstream shall not be entitled to control the defense of any Third-Party Claim in respect of a Mixed Action and (y) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (i) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such defense will affect the Indemnitee or its Group in a materially adverse manner.

(c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim (or is not permitted to assume the defense of such Third-Party Claim) in accordance with this Agreement, or fails to notify an Indemnitee of its election as provided in Section 6.05(b), such Indemnitee may defend such Third-Party Claim. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(d) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 6.05(b), the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel.

(e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and (iii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee (not to be unreasonably withheld, conditioned or delayed) shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnitee.

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(f) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

SECTION 6.06. Additional Matters. (a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the Indemnifying Party from which indemnification hereunder is sought. Any failure by an Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of 60 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 60-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.

(b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to, and shall stand in the place of, such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(c) In the event of an Action with respect to which indemnification may be sought hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 6.12, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

(d) If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a third party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against such third party.

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SECTION 6.07. Right to Contribution. (a) If any right of indemnification contained in Section 6.02 or Section 6.03 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless any Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by any Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and such Indemnitee and any other Indemnitees entitled to contribution in respect of such Liability, on the other hand, as well as any other relevant equitable considerations.

(b) Solely for purposes of determining relative fault pursuant to this Section 6.07: (i) any fault associated with the business conducted with DT Midstream Assets or the DT Midstream Liabilities (except for the gross negligence or willful misconduct of a member of the DTE Energy Group) or with the ownership, operation or activities of the DT Midstream Business prior to the Distribution shall be deemed to be the fault of DT Midstream and the other members of the DT Midstream Group, and no such fault shall be deemed to be the fault of DTE Energy or any other member of the DTE Energy Group; and (ii) any fault associated with the business conducted with DTE Energy Assets or the DTE Energy Liabilities (except for the gross negligence or willful misconduct of a member of the DT Midstream Group) shall be deemed to be the fault of DTE Energy and the other members of the DTE Energy Group, and no such fault shall be deemed to be the fault of DT Midstream or any other member of the DT Midstream Group.

SECTION 6.08. Remedies Cumulative. The remedies provided in this Article VI shall be cumulative and, subject to the provisions of Section 6.10 and Article X, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

SECTION 6.09. Survival of Indemnities. The rights and obligations of each of DTE Energy and DT Midstream and their respective Indemnitees under this Article VI shall survive the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities.

SECTION 6.10. Limitation on Liability. Except as may expressly be set forth in this Agreement, none of DTE Energy, DT Midstream or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other DTE Energy Indemnitee or DT Midstream Indemnitee, as applicable, under this Agreement (i) with respect to any matter to the extent that the Party seeking indemnification has engaged in any violation of Law or fraud in connection therewith or (ii) for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages; provided, however, that the provisions of this Section 6.10(ii) shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to any third party not affiliated with any member of the DTE Energy Group or the DT Midstream Group, as applicable, for any indirect, special, punitive or consequential damages. Notwithstanding the foregoing, nothing in this Section 6.10 shall limit the Liability of DTE Energy, DT Midstream or any other member of either Group to the other or to any other member of the other’s Group, or to any other DTE Energy Indemnitee or DT Midstream Indemnitee, as applicable, with respect to breaches of Section 7.01, Section 7.04, Section 7.05, Section 7.07 or Section 7.09.

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SECTION 6.11. Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming on behalf of such Party or such Group shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any Governmental Authority, alleging that: (a) the assumption of any DT Midstream Liabilities by DT Midstream or any other member of the DT Midstream Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any DTE Energy Liabilities by DTE Energy or any other member of the DTE Energy Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article VI are void or unenforceable for any reason.

SECTION 6.12. Management of Actions. This Section 6.12 shall govern the management and direction of pending and future Actions in which members of the DTE Energy Group or the DT Midstream Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 6.12.

(a) From and after the Distribution, the DT Midstream Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XI and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute only DT Midstream Liabilities or involve only DT Midstream Assets.

(b) From and after the Distribution, the DTE Energy Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XII and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute only DTE Energy Liabilities or involve only DTE Energy Assets.

(c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any (i) Actions set forth in Schedule XIII and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute both a DTE Energy Asset or DTE Energy Liability, on the one hand, and a DT Midstream Asset or a DT Midstream Liability, on the other hand (such Actions in clauses (i) and (ii), the “Mixed Actions”). The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. Notwithstanding anything to the contrary herein, and except as set forth in Schedule XIII, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Mixed Action, each of DTE Energy and DT Midstream may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the DTE Energy Business or the DT Midstream Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party.

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(d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

SECTION 6.13. Settlement of Actions. No Party managing an Action (the “Managing Party”) pursuant to Section 6.12 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Mixed Action, any co-defendant or co-plaintiff, shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against the Non-Managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief).

ARTICLE VII

Access to Information; Privilege; Confidentiality

SECTION 7.01. Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of DTE Energy and DT Midstream, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which DTE Energy or DT Midstream, or any member of its respective Group, as applicable, reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on DTE Energy or DT Midstream, or any other member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over DTE Energy or DT Midstream, or any other member of its respective Group, as applicable, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence.

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(b) In the event that either DTE Energy or DT Midstream determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both DTE Energy and DT Midstream shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both DTE Energy and DT Midstream intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

(c) Each of DT Midstream and DTE Energy agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed).

(d) DTE Energy and DT Midstream each agree, on behalf of itself and each member of its respective Group, that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection law obligations (including, to the extent copies of the applicable privacy policies have been provided by one Party to the other, any applicable privacy policies of the DT Midstream Group or the DTE Energy Group, as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

(e) Without limiting the generality of the foregoing, at any time after the Distribution, if any member of the DTE Energy Group identifies any Information in its possession or under its control (i) that pertains to any DT Midstream Group facilities before the Distribution and (ii) which has not already been delivered to DT Midstream prior to or in connection with the Distribution, it shall deliver such Information as soon as reasonably practicable to DT Midstream, subject to the provisions of this Article VII. For the avoidance of doubt, nothing in this Section 7.01(e) shall require any member of the DTE Energy Group to conduct any general search or investigation of its files for such Information.

SECTION 7.02. Ownership of Information. Any Information owned by one Group that is provided to the requesting Party hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein or in any Ancillary Agreement, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.

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SECTION 7.03. Compensation for Providing Information. DTE Energy and DT Midstream shall reimburse each other for the reasonable costs, if any, in complying with a request for Information pursuant to this Article VII (whether or not such Information was a DT Midstream Asset or a DTE Energy Asset). Except as may be otherwise specifically provided elsewhere in this Agreement, such costs shall be computed in accordance with DT Midstream’s or DTE Energy’s, as applicable, standard methodology and procedures, but shall not include any mark-up above actual costs.

SECTION 7.04. Record Retention. To facilitate the possible exchange of Information pursuant to this Article VII and other provisions of this Agreement, each Party shall use its reasonable best efforts to retain all Information in such Party’s possession relating to the other Party or its businesses, Assets or Liabilities, this Agreement or the Ancillary Agreements (the “Retained Information”) in accordance with its respective record retention policies as in effect on the date hereof or such longer period as required by Law, this Agreement or the Ancillary Agreements. Each of DTE Energy and DT Midstream shall use its reasonable best efforts to maintain and continue their respective Group’s compliance with all “litigation holds” applicable to any Information in its possession for the pendency of the applicable matter.

SECTION 7.05. Accounting Information. Without limiting the generality of Section 7.01 but subject to Section 7.01(b):

(a) Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law for DTE Energy to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the DT Midstream Group were consolidated with those of DTE Energy), DT Midstream shall use its reasonable best efforts to enable and assist DTE Energy to meet its timetable for preparation of its financial statements and to enable and assist DTE Energy’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) DT Midstream shall authorize and direct its auditors to make available to DTE Energy’s auditors, within a reasonable time prior to the date of DTE Energy’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of DT Midstream and (y) work papers to the extent related to such annual audits and quarterly reviews, to enable and assist DTE Energy’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of DT Midstream’s auditors as it relates to DTE Energy’s auditors’ opinion or report and (ii) until all governmental audits are complete, DT Midstream shall provide reasonable access during normal business hours for DTE Energy’s internal auditors, counsel and other designated representatives to (x) the premises of DT Midstream and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of DT Midstream and its Subsidiaries and (y) the officers and employees of DT Midstream and its Subsidiaries, so that DTE Energy may conduct reasonable audits relating to the financial statements provided by DT Midstream and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the DT Midstream Group.

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(b) Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law), DTE Energy shall use its reasonable best efforts to enable and assist DT Midstream to meet its timetable for dissemination of its financial statements and to enable and assist DT Midstream’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) DTE Energy shall authorize and direct its auditors to make available to DT Midstream’s auditors, within a reasonable time prior to the date of DT Midstream’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of DTE Energy and (y) work papers related to such annual audits and quarterly reviews, to enable and assist DT Midstream’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of DTE Energy’s auditors as it relates to DT Midstream’s auditors’ opinion or report and (ii) until all governmental audits are complete, DTE Energy shall provide reasonable access during normal business hours for DT Midstream’s internal auditors, counsel and other designated representatives to (x) the premises of DTE Energy and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of DTE Energy and its Subsidiaries and (y) the officers and employees of DTE Energy and its Subsidiaries, so that DT Midstream may conduct reasonable audits relating to the financial statements provided by DTE Energy and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the DTE Energy Group.

(c) In order to enable the principal executive officer(s) and principal financial officer(s) (as such terms are defined in the rules and regulations of the Commission) of DTE Energy to make any certifications required of them under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, DT Midstream shall, within a reasonable period of time following a request from DTE Energy in anticipation of filing such reports, cause its principal executive officer(s) and principal financial officer(s) to provide DTE Energy with certifications of such officers in support of the certifications of DTE Energy’s principal executive officer(s) and principal financial officer(s) required under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to DTE Energy’s Quarterly Report on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs (unless such quarter is the fourth fiscal quarter), each subsequent fiscal quarter through the third fiscal quarter of the year in which the Distribution Date occurs and DTE Energy’s Annual Report on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs. Such certifications shall be provided in substantially the same forms and manners as such DT Midstream officers provided prior to the Distribution (reflecting any changes in certifications necessitated by the Spin-Off or any other transactions related thereto) or as otherwise agreed upon between DTE Energy and DT Midstream.

SECTION 7.06. Limitations of Liability. (a) Each of DTE Energy (on behalf of itself and each other member of the DTE Energy Group) and DT Midstream (on behalf of itself and each other member of the DT Midstream Group) understands and agrees that neither Party is representing or warranting in any way as to the accuracy or sufficiency of any Information exchanged or disclosed under this Agreement.

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(b) Neither DTE Energy nor DT Midstream shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the providing Person. Neither DTE Energy nor DT Midstream shall have any Liability to the other Party if any Information is destroyed after reasonable best efforts by DT Midstream or DTE Energy, as applicable, to comply with the provisions of Section 7.04.

SECTION 7.07. Production of Witnesses; Records; Cooperation. (a) Without limiting any of the rights or obligations of the Parties pursuant to Section 7.01 or Section 7.04, after the Distribution Date and until the second anniversary thereof, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, each of DTE Energy and DT Midstream shall use their reasonable best efforts to make available, upon written request, (i) the former, current and future directors, officers, employees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and (ii) any books, records or other documents within its control or that it otherwise has the ability to make available, in each case, to the extent that such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action, Commission comment or review or threatened or contemplated Action, Commission comment or review (including preparation for any such Action, Commission comment or review) in which either DTE Energy or DT Midstream or any Person or Persons in its Group, as applicable, may from time to time be involved, regardless of whether such Action, Commission comment or review or threatened or contemplated Action, Commission comment or review is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(b) Without limiting the foregoing, DTE Energy and DT Midstream shall use their reasonable best efforts to reasonably cooperate and consult with each other to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions (including in connection with preparation for any such Action), other than an Adversarial Action or threatened or contemplated Adversarial Action.

(c) The obligation of DTE Energy and DT Midstream to use their reasonable best efforts to make available former, current and future directors, officers, employees and other personnel and agents or provide witnesses and experts pursuant to this Section 7.07 is intended, other than in respect of an Adversarial Action or threatened or contemplated Adversarial Action, to be interpreted in a manner to facilitate cooperation and shall include the obligation to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict. Without limiting the foregoing, each of DTE Energy and DT Midstream agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any employee of its Group based on such employee’s provision of assistance or information to each other pursuant to this Section 7.07.

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SECTION 7.08. Privileged Matters. (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the DTE Energy Group and the DT Midstream Group, and that each of the members of the DTE Energy Group and the DT Midstream Group shall be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Distribution, which services will be rendered solely for the benefit of the DTE Energy Group or the DT Midstream Group, as the case may be.

(b) The Parties agree as follows:

(i) DTE Energy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the DTE Energy Business and not to the operations of the DT Midstream Business, whether or not the privileged Information is in the possession or under the control of any member of the DTE Energy Group or any member of the DT Midstream Group. DTE Energy shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any DTE Energy Assets or DTE Energy Liabilities and not any DT Midstream Assets or DT Midstream Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the DTE Energy Group or any member of the DT Midstream Group;

(ii) DT Midstream shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the operations of the DT Midstream Business and not to the DTE Energy Business, whether or not the privileged Information is in the possession or under the control of any member of the DT Midstream Group or any member of the DTE Energy Group. DT Midstream shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any DT Midstream Assets or DT Midstream Liabilities and not any DTE Energy Assets or DTE Energy Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the DT Midstream Group or any member of the DTE Energy Group; and

(iii) if the Parties do not agree as to whether certain information is privileged Information, then such Information shall be treated as privileged Information, and the Party that believes that such information is privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not privileged Information or unless the Parties otherwise agree.

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(c) Subject to the remaining provisions of this Section 7.08, the Parties agree that DTE Energy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities not allocated pursuant to Section 7.08(b) in connection with any Actions or threatened or contemplated Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement. Upon the reasonable request of DTE Energy or DT Midstream, in connection with any Action or threatened or contemplated Action contemplated by this Article VII, other than any Adversarial Action or threatened or contemplated Adversarial Action, DTE Energy and DT Midstream will enter into a mutually acceptable common interest agreement to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or similar privilege or immunity of any member of either Group.

(d) If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group and (iii) not unreasonably withhold, delay or condition consent to any request for waiver by the other Party.

(e) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request (or of written notice that it will or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production or disclosure of privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests (or have received written notice that they will or have received such subpoena, discovery or other requests) that may reasonably be expected to result in the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the privileged Information and to assert any rights it or they may have, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information; provided that if such Party is prohibited by applicable Law from disclosing the existence of such subpoena, discovery or other request, such Party shall provide written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other Party to be informed of to enable the other Party to review the privileged Information and to assert its rights, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information.

(f) The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant to the terms of Section 7.09 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such privileged Information and (ii) the Party receiving such privileged Information shall promptly return such privileged Information to the Party who has the right to assert the privilege or immunity.

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SECTION 7.09. Confidential Information. (a) Each of DTE Energy and DT Midstream, on behalf of itself and each Person in its respective Group, shall hold, and cause its respective directors, officers, employees, agents, accountants, subcontractors, counsel and other advisors and representatives to hold, in strict confidence, and not release or disclose, and protect with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution Date, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the DTE Energy Group or the DT Midstream Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by any of DTE Energy, DT Midstream or its respective Group, employees, directors or agents, accountants, counsel and other advisors and representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of DTE Energy, DT Midstream or Persons in its respective Group, as applicable, (iii) independently generated after the date hereof without reference to any proprietary or confidential Information of the DTE Energy Group or the DT Midstream Group, as applicable, or (iv) required to be disclosed by Law; provided, however, that the Person required by Law to disclose such Information gives the applicable Person prompt, and to the extent reasonably practicable and legally permissible, prior notice of such disclosure and an opportunity to contest such disclosure and shall use reasonable best efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is required by Law to be disclosed and shall use reasonable best efforts to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of DTE Energy and DT Midstream may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (x) to their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and (y) to any nationally recognized statistical rating organization as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities or other debt instruments upon normal terms and conditions; provided, however, that the Party whose Information is being disclosed or released to such rating organization must be promptly notified thereof by the disclosing Party.

(b) Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each of DTE Energy and DT Midstream, as applicable, will, promptly after the request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information, other than, in each case, any such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel.

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SECTION 7.10. Conflicts Waiver. Each of the Parties acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein, that DTE Energy has retained Cravath, Swaine & Moore LLP (the “Known Counsel”) to act as its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. DT Midstream hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to contrary contained herein, in the event that a dispute arises between or among (x) any member of the DT Midstream Group, any DT Midstream Indemnitee or any of their respective Affiliates, on the one hand, and (y) any member of the DTE Energy Group, any DTE Energy Indemnitee or any of their respective Affiliates, on the other hand, the Known Counsel may represent any member of the DTE Energy Group, any DTE Energy Indemnitee or any of their respective Affiliates in such dispute even though the interests of such Person may be directly adverse to any Person described in clause (x), and even though such Known Counsel may have represented a Person described in clause (x), in a matter substantially related to such dispute, or may be handling ongoing matters for a Person described in clause (x), and DT Midstream hereby waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest in connection with such representation by such Known Counsel. Each of DT Midstream and DTE Energy, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 7.10. Each of DT Midstream and DTE Energy, on behalf of itself and each other member of its Group, further agrees that the Known Counsel and its respective partners and employees are third party beneficiaries of this Section 7.10.

ARTICLE VIII

Insurance

SECTION 8.01. Maintenance of Insurance. For the period beginning as of the date hereof and ending on the date immediately prior to the Distribution Date, DTE Energy shall (i) cause the members of the DT Midstream Group and their respective employees, officers and directors to continue to be covered as insured parties under DTE Energy’s policies of insurance in a manner which is no less favorable than the coverage provided for the DTE Energy Group and (ii) permit the members of the DT Midstream Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution Date to the extent permitted under such policies. With respect to any policies currently procured by DT Midstream for the sole benefit of the DT Midstream Group, DT Midstream shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, DTE Energy and DT Midstream acknowledge that, as of the date immediately prior to the Distribution Date, DTE Energy intends to take such action as it may deem necessary or desirable to remove the members of the DT Midstream Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the DTE Energy Group by any insurance carrier effective as of the date immediately prior to the Distribution Date. The DT Midstream Group will not be entitled on or following the Distribution Date to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or to the extent any claims are made pursuant to any DTE Energy claims-made policies on or after the Distribution Date. No member of the DTE Energy Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, DTE Energy shall, and shall cause the other members of the DTE Energy Group to, use reasonable best efforts to take such actions as are necessary to cause all insurance policies of the DTE Energy Group that as of the date immediately prior to the Distribution Date provide coverage to or with respect to the members of the DT Midstream Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Distribution Date in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall DTE Energy be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the DT Midstream Group or first reported to the insurer on or after the Distribution Date.

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SECTION 8.02. Claims Under DTE Energy Insurance Policies. (a) On and after the Distribution Date, the members of each of the DTE Energy Group and the DT Midstream Group shall have the right to assert DTE Energy Policy Pre-Separation Insurance Claims and the members of the DT Midstream Group shall have the right to participate with DTE Energy to resolve DTE Energy Policy Pre-Separation Insurance Claims under the applicable DTE Energy insurance policies up to the full extent of the applicable and available limits of liability of such policy. DTE Energy or DT Midstream, as the case may be, shall have primary control over those DTE Energy Policy Pre-Separation Insurance Claims for which the DTE Energy Group or the DT Midstream Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control; provided that only DTE Energy shall have the authority to settle or otherwise resolve any DTE Energy Policy Pre-Separation Insurance Claims with the applicable insurer(s), subject, in the case of any DTE Energy Policy Pre-Separation Insurance Claims for which the DT Midstream Group bears the underlying loss, to the prior written consent of DT Midstream (which consent shall not be unreasonably withheld, conditioned or delayed). If a member of the DT Midstream Group is unable to assert a DTE Energy Policy Pre-Separation Insurance Claim because it is no longer an “insured” or “additional insured” under a DTE Energy insurance policy, then DTE Energy shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to DT Midstream.

(b) With respect to DTE Energy Policy Pre-Separation Insurance Claims, whether or not known or reported on or prior to the Distribution Date, DT Midstream shall, or shall cause the applicable member of the DT Midstream Group to, report such claims arising from the DT Midstream Business as soon as practicable to each of DTE Energy and the applicable insurer(s), and DT Midstream shall, or shall cause the applicable member of DT Midstream Group to, individually, and not jointly, assume and be responsible (including, upon the request of DTE Energy, by reimbursement to DTE Energy for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by DTE Energy. Each of DTE Energy and DT Midstream shall, and shall cause each member of the DTE Energy Group and DT Midstream Group, respectively, to, cooperate and assist the applicable member of the DT Midstream Group and the DTE Energy Group, as applicable, with respect to such claims. The applicable member of the DT Midstream Group shall provide to DTE Energy any collateral (or a letter of credit the face value of which is an amount equal to the value of such collateral) in respect of the reimbursement obligations as may reasonably be requested by the insurers and, upon the request of DTE Energy, any other collateral required by the insurers in respect of insurance policies under which DTE Energy Policy Pre-Separation Insurance Claims may be recoverable based upon DTE Energy’s reasonable estimate of the proportion of the requested collateral attributable to claims that may be made by the DT Midstream Group. DTE Energy agrees that DTE Energy Policy Pre-Separation Insurance Claims of members of the DT Midstream Group shall receive the same priority as DTE Energy Policy Pre-Separation Insurance Claims of members of the DTE Energy Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

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SECTION 8.03. Insurance Proceeds. Any Insurance Proceeds received by the DTE Energy Group for members of the DT Midstream Group or by the DT Midstream Group for members of the DTE Energy Group shall be for the benefit, respectively, of the DT Midstream Group and the DTE Energy Group, as applicable. Any Insurance Proceeds received for the benefit of both the DTE Energy Group and the DT Midstream Group shall be distributed pro rata based on the respective share of the underlying loss.

SECTION 8.04. Claims Not Reimbursed. DTE Energy shall not be liable to DT Midstream for claims, or portions of claims, not reimbursed by insurers under any policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), policy limitations or restrictions (including exhaustion of limits), any coverage disputes, any failure to timely file a claim by any member of the DTE Energy Group or any member of the DT Midstream Group or any defect in such claim or its processing. In the event that insurable claims of both DTE Energy and DT Midstream (or the members of their respective Groups) exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense and shall not settle or compromise any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed subject to the terms and conditions of the applicable insurance policy). Nothing in this Section 8.04 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

SECTION 8.05. D&O Policies.

(a) On and after the Distribution Date, DTE Energy shall not, and shall cause the members of the DTE Energy Group not to, take any action that would limit the coverage of the individuals who acted as directors, officers or employees of DT Midstream (or members of the DT Midstream Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the DTE Energy Group in respect of claims relating to a period prior to the Distribution Date. DTE Energy shall, and shall cause the members of the DTE Energy Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of DT Midstream (or members of the DT Midstream Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. DTE Energy shall, and shall cause members of the DTE Energy Group to, allow DT Midstream and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by DTE Energy and members of the DTE Energy Group pursuant to this Section 8.05. DTE Energy shall provide, and shall cause other members of the DTE Energy Group to provide, such cooperation as is reasonably requested by DT Midstream in order for DT Midstream to have in effect on and after the Distribution Date such new D&O Policies as DT Midstream deems appropriate with respect to claims relating to a period on or after the Distribution Date.

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(b) Except as provided in this Section 8.05, the DTE Energy Group may, at any time, without liability or obligation to the DT Midstream Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that DTE Energy will immediately notify DT Midstream of any termination of any insurance policy.

SECTION 8.06. Insurance Cooperation. The Parties shall use reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Article VIII.

ARTICLE IX

Further Assurances and Additional Covenants

SECTION 9.01. Further Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement, but subject to the express limitations of this Agreement and of the Ancillary Agreements, each of the Parties shall, subject to Section 5.03, use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, but subject to the express limitations of this Agreement and of the Ancillary Agreements, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, Contract, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement, the Ancillary Agreements and any transfers of Assets or assignments and assumptions of Liabilities hereunder and thereunder and the other transactions contemplated hereby and thereby.

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(c) On or prior to the Distribution Date, DTE Energy and DT Midstream, in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by DT Midstream or any other Subsidiary of DTE Energy, as the case may be, to effectuate the transactions contemplated by this Agreement.

(d) Prior to the Distribution, if either Party identifies any commercial or other service that is needed to ensure a smooth and orderly transition of its business in connection with the consummation of the transactions contemplated hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the Parties will cooperate in good faith to determine whether there is a mutually acceptable arm’s-length basis on which the other Party will provide such service.

SECTION 9.02. Non-Solicit and No-Hire. (a) Except as set forth in Section 2.02 of the EMA, each Party covenants and agrees that, from the Distribution Date through the 24-month anniversary of the Distribution Date, (i) it shall not, and shall cause its respective Subsidiaries not to, directly or indirectly, employ, hire, enter into an agency or consulting relationship with, recruit or solicit for employment, or interfere with the employment of, any employee of the members of the other Group (“Restricted Employees”); provided that the foregoing restrictions shall not apply to (A) any Restricted Employee whose employment was involuntarily terminated by the applicable Party or its Affiliates, (B) any Restricted Employee who has not been employed by the applicable Party or any of its Subsidiaries for at least six months, (C) any Restricted Employee whose prospective employment is agreed to in writing and signed by the highest level human resources officer at both companies and (D) any Restricted Employee who responds to general solicitations not targeted at Restricted Employees (including through the use of recruiting firms not directed at Restricted Employees) or advertisement in any newspaper, magazine, trade publication, electronic medium or other media; and (ii) it shall use reasonable best efforts to inform each of its Group’s officers and managers, and any of its other employees with responsibility for recruitment or hiring of employees, of the restrictions set forth in this Section 9.02(a).

(b) If a final and non-appealable judicial determination is made that any provision of this Section 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

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ARTICLE X

Termination

SECTION 10.01. Termination. This Agreement may be terminated by DTE Energy at any time, in its sole discretion, prior to the Distribution.

SECTION 10.02. Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, neither Party (nor any member of their Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement or the Ancillary Agreements.

ARTICLE XI

Miscellaneous

SECTION 11.01. Counterparts; Entire Agreement; Corporate Power. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Ancillary Agreements and any Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

(c) DTE Energy represents on behalf of itself and each other member of the DTE Energy Group, and DT Midstream represents on behalf of itself and each other member of the DT Midstream Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

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SECTION 11.02. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 11.02 and Section 11.12 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT PROVIDED HEREUNDER.

SECTION 11.03. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets or (b) the sale of all or substantially all of such Party’s Assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as reasonably practicable following the assignment. No assignment permitted by this Section 11.03 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 11.04. Third-Party Beneficiaries. Except as expressly set forth in Section 7.10 and for the indemnification rights under this Agreement of any DTE Energy Indemnitee or DT Midstream Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 11.05. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after transmittal by electronic mail or (d) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

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If to DTE Energy, to:

DTE Energy Company

One Energy Plaza

Detroit, Michigan 48226-1279

Attn: [                ]

email: [                ]

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attn: Erik Tavzel

Andrew Elken

email: etavzel@cravath.com

aelken@cravath.com

If to DT Midstream, to:

DT Midstream, Inc.

One Energy Plaza

Detroit, Michigan 48226-1279

Attn: [                ]

email: [                ]

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attn: Erik Tavzel

Andrew Elken

email: etavzel@cravath.com

aelken@cravath.com

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party’s right to serve process in any other manner permitted by Law.

SECTION 11.06. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

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SECTION 11.07. Publicity. Each of DTE Energy and DT Midstream shall consult with the other, and shall, subject to the requirements of Section 7.09, provide the other Party the opportunity to review and comment upon, any press releases or other public statements in connection with the Spin-Off or any of the other transactions contemplated hereby and any filings with any Governmental Authority or national securities exchange with respect thereto, in each case prior to the issuance or filing thereof, as applicable (including the Information Statement, the Parties’ respective Current Reports on Form 8-K to be filed on the Distribution Date, the Parties’ respective Quarterly Reports on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs, or if such quarter is the fourth fiscal quarter, the Parties’ respective Annual Reports on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs (each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a “First Post-Distribution Report”)). Each Party’s obligations pursuant to this Section 11.07 shall terminate on the date on which such Party’s First Post-Distribution Report is filed with the Commission.

SECTION 11.08. Expenses. Except as expressly set forth in this Agreement or in any Ancillary Agreement, all third-party fees, costs and expenses paid or incurred in connection with the Spin-Off will be paid by the Party incurring such fees or expenses, whether or not the Distribution is consummated, or as otherwise agreed by the Parties. Notwithstanding the foregoing, DTE Energy and DT Midstream shall each bear the costs and expenses incurred or paid as of the Distribution Date in connection with the Spin-Off for the services and to the financial, legal, accounting and other advisors set forth below their respective names on Schedule XV.

SECTION 11.09. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.10. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 11.11. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

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SECTION 11.12. Specific Performance. Subject to Section 5.03 and notwithstanding the procedures set forth in Article XI, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 11.13. No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between DTE Energy and the other members of the DTE Energy Group, on one hand, and DT Midstream and the other members of the DT Midstream Group, on the other hand, and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à -vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of DTE Energy or DT Midstream.

SECTION 11.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 11.15. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof”, “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement or to any Ancillary Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement or the Ancillary Agreement to which such Schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.

DTE ENERGY COMPANY

By:
	Name:
	Title:
DT MIDSTREAM, INC.

By:
	Name:
	Title:

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DT MIDSTREAM, INC.

DT Midstream, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is DT Midstream, Inc. The Corporation’s original Certificate of Incorporation (as in effect immediately prior to the adoption and effectiveness hereof, the “Original Certificate of Incorporation”) was filed with the office of the Secretary of State of the State of Delaware on January 13, 2021.

2. This Amended and Restated Certificate of Incorporation (as further amended from time to time in accordance with the provisions hereof and including, without limitation, the terms of any certificate of designation with respect to any series of Preferred Stock (as defined below), this “Certificate of Incorporation”) was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (as it may be amended from time to time, the “DGCL”) and shall be effective as of [                    ], 2021.

4. The Original Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

SECTION 1.01.    Name. The name of the Corporation is DT Midstream, Inc.

ARTICLE II

REGISTERED OFFICE

SECTION 2.01.    Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

SECTION 3.01.    Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

SECTION 4.01.    Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 600,000,000 shares, consisting of 550,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 50,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).

SECTION 4.02.    Increase or Decrease in Authorized Capital Stock. The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class (the “Voting Stock”), irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of SECTION 4.04 of this Certificate of Incorporation.

SECTION 4.03.    Common Stock.

(a)    The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders of the Corporation on which the holders of shares of Common Stock are entitled to vote. The holders of shares of Common Stock shall not have cumulative voting rights. Except as otherwise required by law or this Certificate of Incorporation, and subject to the rights of the holders of shares of Preferred Stock, if any, at any annual or special meeting of the stockholders of the Corporation, the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law, holders of shares of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences or relative, participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or pursuant to the DGCL.

(b)    Subject to the rights of the holders of shares of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the board of directors of the Corporation (the “Board”) from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c)    In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights of the holders of shares of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation legally available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

(d)    The holders of shares of Common Stock shall not be entitled to any preemptive rights or preferential rights to subscribe for shares of the capital stock of the Corporation.

SECTION 4.04.    Preferred Stock.

(a)    The Board is expressly authorized to issue from time to time shares of Preferred Stock in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designation filed pursuant to the DGCL the 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.

(b)    The Board is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of Preferred Stock, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, stated in this Certificate of Incorporation or the resolution of the Board originally fixing the number of shares of such series. If the number of shares of any series of Preferred Stock is so decreased, then the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

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ARTICLE V

BOARD OF DIRECTORS

SECTION 5.01.    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authorities expressly conferred upon it by this Certificate of Incorporation or the Bylaws of the Corporation (as they may be amended from time to time, the “Bylaws”), the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by this Certificate of Incorporation or by the Bylaws required to be exercised or done by the stockholders.

SECTION 5.02.    Number of Directors; Election; Term.

(a)    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 of holders of any series of Preferred Stock with respect to the election of directors, if any.

(b)    Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors:

(1)    From the effective date of this ARTICLE V until the election of directors at the 2024 annual meeting of stockholders, the 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.

(2)    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.

(3)    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.

(4)    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.

(c)    Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

(d)    Elections of directors need not be by written ballot unless the Bylaws shall so provide.

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(e)    Notwithstanding any of the other provisions of this ARTICLE V, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the certificate of designation for such series of Preferred Stock, and such directors so elected shall not be divided into classes pursuant to this ARTICLE V unless expressly provided by such terms. During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of this ARTICLE V, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to such provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to such director’s earlier death, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such series of stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation or removal of such additional directors, shall forthwith terminate, and the total authorized number of directors of the Corporation shall be reduced accordingly.

SECTION 5.03.    Removal. 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 of the Corporation shall require the affirmative vote of the holders of a majority of the Voting Stock. A director of the Corporation 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.

SECTION 5.04.    Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, 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 by vote of a 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. Prior to the 2024 annual meeting of stockholders, a person so elected by the Board to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such person shall have been assigned by the Board and until such person’s successor shall be duly elected and qualified. Following the 2024 annual meeting of stockholders, a person so elected by the Board to fill a vacancy or a newly created directorship shall hold office until the first annual meeting of stockholders next succeeding his or her election and until such person’s successor shall be duly elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

ARTICLE VI

AMENDMENT OF BYLAWS

SECTION 6.01.    Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to adopt, amend, alter or repeal the Bylaws. The Bylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation only pursuant to ARTICLE VI of the Bylaws (as such Article may be renumbered as a result of any amendment, alteration, repeal or adoption of any other Article of the Bylaws).

ARTICLE VII

STOCKHOLDERS

SECTION 7.01.    No Action by Written Consent of Stockholders. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting, and the ability of the stockholders to consent in writing to the taking of any action is specifically denied.

SECTION 7.02.    Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Corporation may be called only by the chairperson of the Board, the chief executive officer of the Corporation or the Board, and the ability of the stockholders to call a special meeting of the stockholders is hereby specifically denied.

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SECTION 7.03.    Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE VIII

LIMITATION OF LIABILITY AND INDEMNIFICATION

SECTION 8.01.    Limitation of Personal Liability. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

SECTION 8.02.    Indemnification and Advancement of Expenses.

(a)    Each person who was or is made a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person or a person of whom such person is the legal representative is or was, at any time during which this provision is in effect (whether or not such person continues to serve in such capacity at the time any indemnification pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or officer of the Corporation (or any of its direct or indirect wholly owned subsidiaries) or is or was at any such time a director or officer of the Corporation (or any of its direct or indirect wholly owned subsidiaries) serving at the request of the Corporation as a director, officer, trustee, employee, partner, member or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (or any of its direct or indirect wholly owned subsidiaries) (a “Covered Person”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee, partner, member or agent or in any other capacity while serving as a director, officer, trustee, employee, partner, member or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized or permitted by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Covered Person in connection therewith, and such indemnification shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee, partner, member or agent and shall inure to the benefit of such Covered Person’s heirs, executors and personal and legal representatives. A director’s or officer’s right to indemnification conferred by this SECTION 8.02(a) shall include the right to be paid, upon request, by the Corporation the expenses incurred in defending or otherwise participating in any Proceeding in advance of its final disposition, provided that such request includes a written undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under this ARTICLE VIII or otherwise. Notwithstanding the foregoing, except for proceedings to enforce any director’s or officer’s rights to indemnification or any director’s or officer’s rights to advancement of expenses, the Corporation shall not be obligated to indemnify any director or officer (or such director’s or officer’s heirs, executors or personal or legal representatives), or advance expenses of any director or officer (or such director’s or officer’s heirs, executors or personal or legal representatives), in connection with any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.

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(b)    If a claim for indemnification under SECTION 8.02(a) of this Certificate of Incorporation is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation or if a request for advancement of expenses under SECTION 8.02(a) of this Certificate of Incorporation is not paid in full by the Corporation within 20 days after a statement and the required undertaking, if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the DGCL, the claimant has not met the standard of conduct that makes it permissible for the Corporation to indemnity the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board, independent counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.03.    Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred in SECTION 8.02 of this Certificate of Incorporation shall neither be exclusive of, nor be deemed in limitation of, any rights to which any Covered Person may otherwise be or become entitled or permitted under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.04.    Insurance. To the fullest extent authorized or permitted by the DGCL, the Corporation may purchase and maintain insurance on behalf of any current or former director or officer of the Corporation against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE VIII or otherwise.

SECTION 8.05.    Persons Other Than Directors and Officers. This ARTICLE VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, or to purchase and maintain insurance on behalf of, persons other than those persons described in the first sentence of SECTION 8.02 of this Certificate of Incorporation or to advance expenses to persons other than directors and officers of the Corporation.

SECTION 8.06.    Effect of Modifications. Any amendment, repeal or modification of any provision contained in this ARTICLE VIII shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers) and shall not adversely affect any right or protection of any current or former director or officer of the Corporation existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring prior to such amendment, repeal or modification.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.    Forum for Certain Actions. Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action or proceeding asserting a claim against the Corporation or any of its directors, officers or other employees or stockholders 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), this Certificate of Incorporation or the Bylaws, (iv) any action or proceeding asserting a claim against the Corporation or any of its directors, officers or other employees or stockholders governed by the internal affairs doctrine 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 (each, a “Covered Proceeding”); provided that, if and only if the Court of Chancery of the State of Delaware does not have jurisdiction, the action or proceeding may be brought in any other state or federal court located within the State of Delaware. If any action the subject matter of which is a Covered Proceeding is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any person or entity, such person or entity shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts within the State of Delaware in connection with any action brought in any such court to enforce the immediately preceding sentence (an “Enforcement Action”) and (b) by having service of process made upon such person or entity in any such Enforcement Action by service upon such person’s or entity’s counsel in the Foreign Action as agent for such person or entity. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this SECTION 9.01 and waived any argument relating to the inconvenience of the forums referenced above in connection with any Covered Proceeding. This SECTION 9.01 shall not apply to any claims brought to enforce any liability or duty created by the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SECTION 9.02.    Amendments. The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders of the Corporation by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this SECTION 9.02. In addition to any other vote that may be required by law, applicable stock exchange rule or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least a majority of the Voting Stock shall be required to amend, alter, repeal or adopt any provision of this Certificate of Incorporation.

SECTION 9.03.    Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance, person or entity for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this [                    ] day of [                    ], 2021.

DT MIDSTREAM, INC.

By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

DT MIDSTREAM, INC.

(hereinafter called the “Corporation”)

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.01. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”).

SECTION 1.02. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting in accordance with these amended and restated bylaws of the Corporation (as amended from time to time in accordance with the provisions hereof, these “Bylaws”) shall be held on such date and at such time as shall be designated from time to time by the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

SECTION 1.03. Special Meetings. Unless otherwise required by law or by the Certificate of Incorporation of the Corporation (as amended from time to time and including, without limitation, the terms of any certificate of designation with respect to any series of preferred stock, the “Certificate of Incorporation”), special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by the Chairperson of the Board, the Chief Executive Officer or the Board. The ability of the stockholders of the Corporation to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting. The Chairperson of the Board, the Chief Executive Officer or the Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

SECTION 1.04. Notice. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law or the Certificate of Incorporation, written notice of any meeting shall be given either personally, by mail or by electronic transmission (if permitted under the circumstances by the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”)) not less than ten nor more than 60 days before the date of the meeting, by or at the direction of the Chairperson of the Board, the Chief Executive Officer or the Board, to each stockholder entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the Corporation. If notice is given by means of electronic transmission, such notice shall be deemed to be given when the notice is transmitted. Any stockholder may waive notice of any meeting before or after the meeting. The attendance of a stockholder at any meeting shall constitute a waiver of notice at such meeting, except where the stockholder attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 1.05. Adjournments. Any meeting of stockholders of the Corporation may be adjourned from time to time to reconvene at the same or some other place by holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, though less than a quorum, or by any officer entitled to preside at or to act as secretary of such meeting, and notice need not be given of any such adjourned meeting if the time and place thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting in accordance with the requirements of SECTION 1.04 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

SECTION 1.06. Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to such vote. If a quorum shall not be present or represented at any meeting of stockholders, either the chairperson of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in SECTION 1.05 of these Bylaws, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

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SECTION 1.07. Voting.

(a) Matters Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the voting power of the Corporation’s capital stock present in person or represented by proxy at the meeting and entitled to vote on such matter, voting as a single class, unless the matter is one upon which, by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter. Votes may be cast in person or by proxy as provided in SECTION 1.10 of these Bylaws. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(b) Election of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.

SECTION 1.08. Voting of Stock of Certain Holders. Shares of stock of the Corporation standing in the name of another corporation or entity, domestic or foreign, and entitled to vote may be voted by such officer, agent or proxy as the bylaws or other internal regulations of such corporation or entity may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation or entity may determine. Shares of stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares, unless on the transfer records of the Corporation such stockholder has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.

SECTION 1.09. Treasury Stock. Shares of stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders of the Corporation and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this SECTION 1.09 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.

SECTION 1.10. Proxies. Each stockholder entitled to vote at a meeting of stockholders of the Corporation may authorize another person or persons to act for such stockholder by proxy filed with the secretary of the Corporation (the “Secretary”) before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

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SECTION 1.11. No Consent of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and, as specified by the Certificate of Incorporation, the ability of the stockholders to consent in writing to the taking of any action is specifically denied.

SECTION 1.12. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make or have prepared and made, at least ten days before every meeting of stockholders of the Corporation, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

SECTION 1.13. Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders of the Corporation or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this SECTION 1.13 at the adjourned meeting.

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SECTION 1.14. Organization and Conduct of Meetings. The Chairperson of the Board shall act as chairperson of meetings of stockholders of the Corporation. The Board may designate any other director or officer of the Corporation to act as chairperson of any meeting in the absence of the Chairperson of the Board, and the Board may further provide for determining who shall act as chairperson of any meeting of stockholders in the absence of the Chairperson of the Board and such designee. The Board may adopt by resolution such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants. Except to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 1.15. Inspectors of Election. In advance of any meeting of stockholders of the Corporation, the Chairperson of the Board, the Chief Executive Officer or the Board, by resolution, shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

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SECTION 1.16. Nature of Business at Meetings of Stockholders.

(a) General. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s proxy materials with respect to such meeting given by or at the direction of the Board (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this SECTION 1.16 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting, (B) who is entitled to vote at such annual meeting and (C) who complies with the notice procedures set forth in this SECTION 1.16. In addition to the other requirements set forth in this SECTION 1.16, a stockholder may not transact any business at an annual meeting unless (1) such stockholder and any beneficial owner on whose behalf such business is proposed (each, a “Proposing Party”) acted in a manner consistent with the representation made in the Business Solicitation Representation (as defined below) and (2) such business is a proper matter for stockholder action under the DGCL. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders.

(b) Timing of Notice. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is convened more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received no more than 120 days prior to such annual meeting nor less than the later of (i) 90 days prior to such annual meeting and (ii) ten days after the day on which Public Disclosure of the date of the meeting was made. In no event shall an adjournment of an annual meeting, or a postponement of an annual meeting for which notice has been given, or the Public Disclosure thereof, commence a new time period for the giving of a stockholder’s notice as described above.

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(c) Form of Notice. To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each matter each Proposing Party proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, the text of such business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment); (ii) the name and address of each Proposing Party and any Stockholder Associated Person (as defined below); (iii)(A) the class or series and number of shares of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record by each Proposing Party or any Stockholder Associated Person and (B) the date such Proposing Party or Stockholder Associated Person acquired each such share of capital stock of the Corporation; (iv)(A) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by each Proposing Party or any Stockholder Associated Person, (B) any proxy, contract, arrangement, understanding or relationship pursuant to which any Proposing Party or any Stockholder Associated Person has a right to vote any class or series of shares of the Corporation, (C) any Short Interest (as defined below) held by or involving any Proposing Party or any Stockholder Associated Person, (D) any rights to dividends on the shares of the Corporation owned beneficially by any Proposing Party or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any Proposing Party or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (F) any performance-related fees (other than an asset-based fee) that any Proposing Party or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including, without limitation, any such interests held by members of such Proposing Party’s or such Stockholder Associated Person’s immediate family sharing the same household, (G) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by any Proposing Party or any Stockholder Associated Person and (H) any direct or indirect interest of any Proposing Party or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), which information described in this clause (iv) shall be supplemented by such stockholder not later than ten days after the record date for the meeting to disclose such information as of the record date; (v) a description of all arrangements or understandings between any Proposing Party or any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by such Proposing Party and any material interest of any Proposing Party and any Stockholder Associated Person in such business; (vi) a representation that such stockholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (vii) a Business Solicitation Representation; (viii) a representation that each Proposing Party and any Stockholder Associated Person shall provide any other information reasonably required by the Corporation to determine if such notice is in proper form; (ix) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each Proposing Party and any Stockholder Associated Person; and (x) any other information relating to each Proposing Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for stockholder proposals pursuant to Section 14 of the Exchange Act or the rules and regulations promulgated thereunder (the “Proxy Rules”).

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(d) Definitions. For purposes of these Bylaws, (i) “Business Solicitation Representation” shall mean, with respect to any Proposing Party, a representation as to whether or not such Proposing Party or any Stockholder Associated Person will deliver a proxy statement and form of proxy to the holders of at least the percentage of the Corporation’s voting shares required under applicable law to adopt such proposed business or otherwise to solicit proxies from stockholders in support of such proposal; (ii) ”Public Disclosure” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (iii) “Stockholder Associated Person” shall mean, with respect to any Proposing Party, Nominating Party (as defined below) or Eligible Stockholder (as defined below) (A) any person directly or indirectly controlling, controlled by, under common control with or acting in concert with such Proposing Party, Nominating Party or Eligible Stockholder (as applicable), (B) any member of the immediate family of such Proposing Party, Nominating Party or Eligible Stockholder (as applicable) sharing the same household or (C) any beneficial owner on whose behalf such Proposing Party, Nominating Party or Eligible Stockholder (as applicable) is acting; and (iv) “Short Interest” shall mean any agreement, arrangement, understanding, relationship or otherwise, including, without limitation, any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving any Proposing Party or any Nominating Party, as applicable, or any Stockholder Associated Person of any Proposing Party or Nominating Party, as applicable, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Party or such Nominating Party, as applicable, or any Stockholder Associated Person of any Proposing Party or Nominating Party, as applicable, with respect to any class or series of shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of shares of the Corporation.

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(e) Improper Business. No business shall be conducted at the annual meeting of stockholders of the Corporation except business brought before the annual meeting in accordance with the procedures set forth in this SECTION 1.16; provided that business related to the election or nomination of directors shall be governed by the provisions of SECTION 1.17 and not by this SECTION 1.16. If the chairperson of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the business was not properly brought before the meeting, and such business shall not be transacted. Notwithstanding the foregoing provisions of this SECTION 1.16, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to propose business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this SECTION 1.16, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SECTION 1.17. Nomination of Directors.

(a) General. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right, if any, of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances and except as may otherwise be provided in the Proxy Rules. Nominations of persons for election to the Board may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by or at the direction of the Board (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this SECTION 1.17 and on the record date for the determination of stockholders entitled to notice of and to vote at such meeting, (B) who is entitled to vote at such meeting and (C) who complies with the notice procedures set forth in this SECTION 1.17. In addition to the other requirements set forth herein, a stockholder may not present a nominee for election at an annual or a special meeting unless such stockholder, and any beneficial owner on whose behalf such nomination is made, acted in a manner consistent with the representations made in the Nominee Solicitation Representation (as defined below).

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(b) Timing of Notice. In addition to any other applicable requirements, for a nomination to be made by a stockholder of the Corporation, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is convened more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received no more than 120 days prior to such annual meeting nor less than the later of (A) 90 days prior to such annual meeting and (B) ten days after the earlier of (1) the day on which notice of the date of the meeting was mailed or (2) the day on which Public Disclosure of the date of the meeting was made; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, (A) not less than 90 days nor more than 120 days prior to such special meeting or (B) no more than ten days after the earlier of (1) the day on which notice of the date of the special meeting was mailed or (2) the day on which Public Disclosure of the date of the special meeting was made, if such day is less than 100 days prior to the date of the special meeting. In no event shall an adjournment of an annual or a special meeting, or a postponement of such a meeting for which notice has been given, or the public disclosure thereof, commence a new time period for the giving of a stockholder’s notice as described above. Notwithstanding the foregoing, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under this SECTION 1.17 and there is no Public Disclosure by the Corporation naming the nominees for the additional directorships at least 90 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this SECTION 1.17 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such Public Disclosure is first made by the Corporation.

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(c) Form of Notice. To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (each, a “Stockholder Nominee”) (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class or series and number of shares of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record by such person, and (D) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors required pursuant to the Proxy Rules; (ii) the name and address of the stockholder giving the notice and the beneficial owner, if any, on whose behalf such nomination is made (each, a “Nominating Party”) and any Stockholder Associated Person; (iii) as to each Nominating Party, (A)(1) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by each Nominating Party or any Stockholder Associated Person and (2) the date such Nominating Party or Stockholder Associated Person acquired each such share of capital stock of the Corporation; (iv)(A) any Derivative Instrument directly or indirectly owned beneficially by each Nominating Party or any Stockholder Associated Person, (B) any proxy, contract, arrangement, understanding or relationship pursuant to which any Nominating Party or any Stockholder Associated Person has a right to vote any class or series of shares of the Corporation, (C) any Short Interest held by or involving any Nominating Party or any Stockholder Associated Person, (D) any rights to dividends on the shares of the Corporation owned beneficially by any Nominating Party or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any Nominating Party or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (F) any performance-related fees (other than an asset-based fee) that any Nominating Party or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including, without limitation, any such interests held by members of such Nominating Person’s or such Stockholder Associated Person’s immediate family sharing the same household, (G) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by any Nominating Party or any Stockholder Associated Person and (H) any direct or indirect interest of any Nominating Party or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), which information described in this clause (iv) shall be supplemented by such stockholder not later than ten days after the record date for the meeting to disclose such information as of the record date; (v) a description of all arrangements or understandings between any Nominating Party or any Stockholder Associated Person and each Stockholder Nominee or any other person or persons (including their names) pursuant to which the nomination(s) are to be made; (vi) a representation that such stockholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (vii) a representation (a “Nominee Solicitation Representation”) as to whether or not such Nominating Party or any Stockholder Associated Person will deliver a proxy statement and form of proxy to a number of holders of the Corporation’s voting shares reasonably believed by such Nominating Party to be sufficient to elect its Stockholder Nominee or Nominees or otherwise to solicit proxies from stockholders in support of such nominations; (viii) a representation that each Nominating Party and any Stockholder Associated Person shall provide any other information reasonably required by the Corporation to determine if such notice is in proper form; (ix) a written questionnaire with respect to the background and qualification of each Stockholder Nominee and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary upon written request); (x) a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation; (xi) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among each Nominating Party and any Stockholder Associated Person, on the one hand, and each Stockholder Nominee, and his or her respective affiliates or associates or other parties with whom they are acting in concert, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such Nominating Party, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant; (xii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each Nominating Party and any Stockholder Associated Person; and (xiii) any other information relating to each Nominating Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Proxy Rules. Such notice must be accompanied by a written consent of each Stockholder Nominee to being named as a nominee and to serve as a director if elected. The Corporation may require any Stockholder Nominee to furnish such other information as it may reasonably require to determine the eligibility of such Stockholder Nominee to serve as a director of the Corporation, including any additional information as necessary to determine if such Stockholder Nominee is independent under applicable listing standards, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors.

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(d) Defective Nominations. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this SECTION 1.17. If the chairperson of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the nomination was defective, and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this SECTION 1.17, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this SECTION 1.17, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

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SECTION 1.18. Proxy Access for Director Nominations. The Corporation shall include in its proxy statement for any annual meeting of stockholders the name, together with the Required Information (defined below), of any Stockholder Nominee identified in a timely notice that satisfies SECTION 1.17 delivered by one or more stockholder who at the time the request is delivered satisfy, or are acting on behalf of persons who satisfy the ownership and other requirements of this SECTION 1.18 (such stockholder or stockholders, the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this ARTICLE I to have its Stockholder Nominee included in the Corporation’s proxy materials pursuant to this SECTION 1.18.

(a) For purposes of this SECTION 1.18, the “Required Information” that the Corporation will include in its proxy statement is (i) the information concerning the Stockholder Nominee and the Eligible Stockholder and any Stockholder Associated Person that, as determined by the Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (ii) if the Eligible Stockholder so elects, a Statement (defined below).

(b) The Corporation shall not be required to include a Stockholder Nominee in the Corporation’s proxy materials for any meeting of stockholders for which (i) the Secretary receives a notice that the Eligible Stockholder has nominated a person for election to the Board of Directors pursuant to the notice requirements set forth in SECTION 1.17 and (ii) the Eligible Stockholder does not expressly elect at the time of providing the notice to have its Stockholder Nominee included in the Corporation’s proxy materials pursuant to this SECTION 1.18.

(c) The number of Stockholder Nominees appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders (including Stockholder Nominees elected to the Board of Directors at either of the two preceding annual meetings who are standing for re-election and any Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this SECTION 1.18 and either are subsequently withdrawn or that the Board decides to nominate (each, a “Board Nominee”) shall not exceed the greater of (i) two or (ii) 20 percent of the number of directors in office (rounded down to the nearest whole number) as of the last day on which notice of a nomination may be delivered pursuant to this SECTION 1.18 (the “Final Proxy Access Nomination Date”). In the event that one or more vacancies for any reason occurs after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board resolves to reduce the size of the Board in connection therewith, the maximum number of Stockholder Nominees for inclusion in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this SECTION 1.18 exceeds this maximum number, each Eligible Stockholder shall select one Stockholder Nominee for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation’s capital stock each Eligible Stockholder disclosed as owned in the written notice of the nomination submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.

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(d) An Eligible Stockholder must have owned (as defined below) three percent or more of the Corporation’s outstanding capital stock continuously for at least three years (the “Required Shares”) as of both the date the written notice of the nomination is delivered to or mailed and received by the Corporation in accordance with SECTION 1.17 and the record date for determining stockholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the foregoing ownership requirement under this subsection (d), (i) the shares of common stock owned by one or more stockholders, or by the person or persons who own shares of the Corporation’s common stock and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (ii) any two or more funds that are (A) under common management and funded primarily by a single employer or (B) a “group of investment companies,” as such term is defined in section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one stockholder or person for this purpose. Within the time period specified in this SECTION 1.18 for providing notice of a nomination, an Eligible Stockholder must provide the following information in writing to the Secretary (in addition to the information required to be provided by SECTION 1.17): (1) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the written notice of the nomination is delivered to or mailed and received by the Corporation, the Eligible Stockholder and any Stockholder Associated Person own, and have owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) continuous ownership of the Required Shares through the record date, (2) the written consent of each Stockholder Nominee to be named in the proxy statement as a nominee and to serving as a director if elected, (3) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as may be amended, (4) a representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder hereunder) (x) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (y) has not nominated and will not nominate for election to the Board at the meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this SECTION 1.18, (z) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee or a Board Nominee, (xx) will not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation, and (yy) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (5) an undertaking that the Eligible Stockholder agrees to (x) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, (y) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this SECTION 1.18, (z) file with the Securities and Exchange Commission all soliciting and other materials as required under SECTION 1.17 and (xx) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting. The inspector of elections shall not give effect to the Eligible Stockholder’s (and/or any Stockholder Associated Person’s) votes with respect to the election of directors if the Eligible Stockholder does not comply with each of the representations in clause (4) above.

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(e) For purposes of this SECTION 1.18, an Eligible Stockholder and any Stockholder Associated Person shall be deemed to “own” only those outstanding shares of the Corporation’s capital stock as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder in any transaction that has not been settled or closed, (y) borrowed by such stockholder for any purposes or purchased by such stockholder pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder. A person shall “own” shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the stockholder. A person’s ownership of shares shall be deemed to continue during any period in which the person has loaned such shares; provided that the person has the power to recall such loaned shares on five business days’ notice. Whether outstanding shares of the Corporation capital stock are “owned” for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders.

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(f) The Eligible Stockholder may provide to the Secretary, within the time period specified in SECTION 1.17 for providing notice of a nomination, a written statement for inclusion in the Corporation’s proxy statement for the meeting, not to exceed 500 words, in support of the Stockholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this ARTICLE I, the Corporation may omit from its proxy materials any information or Statement that it believes would violate any applicable law, rule, regulation or listing standard.

(g) The Corporation shall not be required to include, pursuant to this SECTION 1.18, a Stockholder Nominee in its proxy materials (i) if the Eligible Stockholder who has nominated such Stockholder Nominee, or any Stockholder Associated Person, has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee(s) or a Board Nominee, (ii) who is not independent under applicable listing standards, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors, (iii) whose election as a member of the Board would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporation’s capital stock is traded, or any applicable state or federal law, rule or regulation, (iv) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (v) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (vi) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (vii) if such Stockholder Nominee or the applicable Eligible Stockholder or any Stockholder Associated Person shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board, or (viii) if the Eligible Stockholder or any Stockholder Associated Person or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder, Stockholder Associated Person or Stockholder Nominee or fails to comply with its obligations pursuant to this ARTICLE I.

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(h) In addition to the information required to be provided by the Eligible Stockholder by SECTION 1.17 and SECTION 1.18, each Stockholder Nominee and each Board Nominee shall provide to the Secretary of the Corporation, within two weeks of receipt of the Secretary’s written request therefore, the following information: (i) a complete copy of the Corporation’s form of director’s questionnaire and (ii) the consent of the Stockholder Nominee to the Corporation engaging in a background investigation of the Stockholder Nominee, including the possible use of one or more third parties to assist with the investigation.

(i) Notwithstanding anything to the contrary set forth herein, the Board or the person presiding over the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder or any Stockholder Associated Person shall have breached its or their obligations, agreements or representations under this Article I, as determined by the Board or the person presiding at the meeting, or (ii) the Eligible Stockholder or a Stockholder Associated Person (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this SECTION 1.18.

(j) The Eligible Stockholder and any Stockholder Associated Person (including any person who owns shares that constitute part of such Eligible Stockholder’s or Stockholder Associated Person’s ownership for purposes of satisfying this ARTICLE I) shall file with the Securities and Exchange Commission any solicitation or other communication with the stockholders of the Corporation relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

(k) No person may be a member of more than one group of persons constituting an Eligible Stockholder under this SECTION 1.18.

SECTION 1.19. Exchange Act. Notwithstanding the provisions of SECTION 1.16, SECTION 1.17 and SECTION 1.18 above, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in such sections.

SECTION 1.20. Remote Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

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(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,

provided that

(i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE II

DIRECTORS

SECTION 2.01. Number. 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 of holders of any series of preferred stock with respect to the election of directors, if any.

SECTION 2.02. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation required to be exercised or done by the stockholders.

SECTION 2.03. Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board shall be held at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called by the Chairperson of the Board (if there be one), the Chief Executive Officer or the Board and shall be held at such place, on such date and at such time as he, she or it shall specify.

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SECTION 2.04. Notice. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board stating the place, date and time of the meeting shall be given to each director by mail addressed to such director at such director’s residence or usual place of business not less than 48 hours before the meeting or by notifying each director either personally, by telephone or by electronic transmission not less than 24 hours before the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. If mailed, such notice shall be deemed to be given at the time when deposited in the United States mail with first class postage thereon prepaid. If notice is given by means of electronic transmission, such notice shall be deemed to be given when the notice is transmitted. Any director may waive notice of any meeting before or after the meeting. The attendance of a director at any special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in any notice of such meeting unless so required by law. A meeting may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting in accordance with SECTION 5.06 of these Bylaws.

SECTION 2.05. Chairperson of the Board. The Chairperson of the Board (who may be designated Executive Chairperson if serving as an employee of the Corporation) shall be chosen from among the directors and may be the Chief Executive Officer. Except as otherwise provided by law, the Certificate of Incorporation or SECTION 2.06 or SECTION 2.07 of these Bylaws, the Chairperson of the Board shall preside at all meetings of stockholders and of the Board. The Chairperson of the Board shall have such other powers and duties as may from time to time be assigned by the Board.

SECTION 2.06. Lead Independent Director. The Board may include a Lead Independent Director. The Lead Independent Director shall be one of the directors who has been determined by the Board to be an “independent director” (any such director, an “Independent Director”). The Lead Independent Director shall preside at all meetings of the Board at which the Chairperson of the Board is not present, preside over the executive sessions of the Independent Directors, serve as a liaison between the Chairperson of the Board and the Board and have such other responsibilities, and perform such duties, as may from time to time be assigned to him or her by the Board. The Lead Independent Director shall be elected by a majority of the Independent Directors.

SECTION 2.07. Organization. At each meeting of the Board, the Chairperson of the Board, or, in the Chairperson’s absence, the Lead Independent Director, or in the Lead Independent Director’s absence, a director chosen by a majority of the directors present, shall act as chairperson. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

SECTION 2.08. Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights of holders of any series of preferred stock with respect to the election of directors, 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.

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SECTION 2.09. Quorum. At all meetings of the Board, a majority of directors constituting the Board shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

SECTION 2.10. Actions of the Board by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission are filed with the minutes of proceedings of the Board or committee.

SECTION 2.11. Telephonic Meetings. Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this SECTION 2.11 shall constitute presence in person at such meeting.

SECTION 2.12. Committees. The Board may designate one or more committees, each committee to consist of two or more of the directors of the Corporation and, to the extent permitted by law, to have and exercise such authority as may be provided for in the resolutions creating such committee, as such resolutions may be amended from time to time. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Each committee shall keep regular minutes and report to the Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have the power at any time to fill vacancies in, to change the membership of or to dissolve any such committee.

SECTION 2.13. Compensation. The Board shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board or any committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for service as director or committee member, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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SECTION 2.14. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation’s directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes the contract or transaction.

ARTICLE III

OFFICERS

SECTION 3.01. General. The officers of the Corporation shall be chosen by the Board and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board, in its discretion, may also elect one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and such other officers as the Board from time to time may deem appropriate. The Board, in its discretion, may leave vacant any office other than that of the President, a Secretary and a Treasurer. Any two or more offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. The officers of the Corporation need not be stockholders of the Corporation.

SECTION 3.02. Election; Term. The Board shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board, and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer may be removed at any time by the Board. Any officer may resign upon notice given in writing or electronic transmission to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event. Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in this ARTICLE III for the regular election to such office.

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SECTION 3.03. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer or any other officer authorized to do so by the Board, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

SECTION 3.04. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, have general supervision over the business of the Corporation and shall direct the affairs and policies of the Corporation. The Chief Executive Officer may also serve as Chairperson of the Board and may also serve as President, if so elected by the Board. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board.

SECTION 3.05. President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer.

SECTION 3.06. Secretary. The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings, shall have custody of the seal of the Corporation and shall affix it or cause it to be affixed to such instruments as require the seal and attest it and, besides the Secretary’s powers and duties prescribed by law, shall have such other powers and perform such other duties as shall at any time be assigned to such officer by the Board.

SECTION 3.07. Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board or in such banks as may be designated as depositaries in the manner provided by resolution of the Board. The Treasurer shall have such other powers and perform such other duties as shall at any time be assigned to such officer by the Board.

SECTION 3.08. Other Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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ARTICLE IV

STOCK

SECTION 4.01. Uncertificated Shares. Unless otherwise provided by resolution of the Board, each class or series of shares of the Corporation’s capital stock shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Shares shall be transferable only on the books of the Corporation by the holder thereof in person or by attorney upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

SECTION 4.02. Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto.

SECTION 4.03. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

SECTION 4.04. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.

ARTICLE V

MISCELLANEOUS

SECTION 5.01. Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chief Executive Officer, the President, any Executive Vice President or any Senior Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chief Executive Officer, the President, any Executive Vice President or any Senior Vice President of the Corporation may delegate contractual powers to others under such officer’s jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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SECTION 5.02. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

SECTION 5.03. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other day as may be fixed from time to time by resolution of the Board.

SECTION 5.04. Corporate Seal. The corporate seal shall be in the form adopted by the Board of Directors. Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be affixed by any officer of the Corporation to any instrument executed by authority of the Corporation, and the seal when so affixed may be attested by the signature of any officer of the Corporation.

SECTION 5.05. Offices. The Corporation shall maintain a registered office inside the State of Delaware and may also have other offices outside or inside the State of Delaware. The books of the Corporation may be kept (subject to any applicable law) outside the State of Delaware at the principal executive offices of the Corporation or at such other place or places as may be designated from time to time by the Board.

SECTION 5.06. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any regular or special meeting of the Board or committee thereof need be specified in any waiver of notice of such meeting unless so required by law.

ARTICLE VI

AMENDMENTS

SECTION 6.01. Amendments. These Bylaws may be adopted, amended, altered or repealed by the Board or by the stockholders of the Corporation by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

* * *

Adopted as of: [                    ], 2021.

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of [                ], 2021

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions …………………………………………………………………………………………………...........……...................		1
ARTICLE II
Services
SECTION 2.01.	Provision of Services ……………………………………………………………………………………..........………....................		4
SECTION 2.02.	Service Managers; Contacts ……………………………………………………………………………..........……..........…...........		4
SECTION 2.03.	Personnel; Sub-Contractors ……………………………………………………………………………….......……......…...............		5
SECTION 2.04.	Standard of Performance ………………………………………………………………………………............................................		5
SECTION 2.05.	DISCLAIMER OF WARRANTIES ……………………………………………………………………………...............................		6
SECTION 2.06.	Service Amendments and Additions ……………………………………………………………………………..............................		6
SECTION 2.07.	No Management Authority …………………………………………………………………………………………….....................		7
ARTICLE III
Migration Services
SECTION 3.01.	Migration Services …………………………………………………………………………........……………………………….....		7
ARTICLE IV
Access and Security
SECTION 4.01.	Access; Cooperation …………………………………………………………………………………………………………......…..		7
SECTION 4.02.	Security ………………………………………………………………………………………...................…………………............		8
ARTICLE V
Limitations
SECTION 5.01.	Upgrades ……………………………………………………………………………………………………….… ...…......…….......		8
SECTION 5.02.	Consents …………………………………………………………………………………………………………….........................		9
SECTION 5.03.	Compliance with Laws ………………………………………………………………………………………………………….......		9
SECTION 5.04.	Shutdowns; Interruptions ……………………………………………………………………………………………………………		9
SECTION 5.05.	Force Majeure …………………………………………………………………………………………………………….............…		10
SECTION 5.06.	Interim Basis Only …………………………………………………………………………………………………………..............		10
SECTION 5.07.	Third Parties …………………………………………………………………………………………………………….........….…..		11

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ARTICLE VI
Intellectual Property and Data
SECTION 6.01.	Use of Intellectual Property …………………………………………………………........………………………………...................	11
SECTION 6.02.	Ownership of Intellectual Property …………………………………………………………........………………………………........	11
SECTION 6.03.	Title to Intellectual Property; Title to Data …………………………………………………………........……………………………	11
SECTION 6.04.	Third-Party Software …………………………………………………………........…………………..……………..…………….....	12
ARTICLE VII
Compensation
SECTION 7.01.	Compensation for Services …………………………………………………………........………………………………....................	12
SECTION 7.02.	Payment Terms …………………………………………………………........………………………………..........……....................	12
SECTION 7.03.	Books and Records …………………………………………………………........……………………………….......…….................	13
SECTION 7.04.	Withholding ………………………………………………………………………………………...................……………................	13
SECTION 7.05.	No Offset ………………………………………………………………………………………...................……………....................	13
ARTICLE VIII
Term
SECTION 8.01.	Commencement …………………………………………………………........……………………………….....………...….…..…..	14
SECTION 8.02.	Service Extension …………………………………………………………........………………………………...…..……...…..…....	14
SECTION 8.03.	Termination ………………………………………………………………………………………...................………………….........	14
SECTION 8.04.	Effect of Termination …………………………………………………………........………………………………...........………….	15
SECTION 8.05.	Return of Books, Records and Files …………………………………………………………........………………………………......	15
ARTICLE IX
Indemnification; Limitation on Liability
SECTION 9.01.	Indemnification …………………………………………………………........……………………………….....………….................	15
SECTION 9.02.	Limitation on Liability …………………………………………………………………………………………………………….......	16
ARTICLE X
Other Covenants
SECTION 10.01.	Attorney-in-Fact …………………………………………………………………………........……………………………..........…...	17

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ARTICLE XI
Miscellaneous
SECTION 11.01.	Disputes ………………………………………………………………………………………...................…………….......................	17
SECTION 11.02.	Separation Agreement ………………………………………………………………………………………...................…………….	18
SECTION 11.03.	Relationship of Parties ………………………………………………………………………………………...................…………….	18
SECTION 11.04.	Confidentiality ………………………………………………………………………...................……………..……………..……….	18
SECTION 11.05.	Counterparts; Entire Agreement ………………………………………………………………...................…………….……….……	18
SECTION 11.06.	Governing Law; Jurisdiction ………………………………………………………………...................…………….……….……….	19
SECTION 11.07.	Assignability ………………………………………………………………………...................……………..……………..………...	19
SECTION 11.08.	Third-Party Beneficiaries ………………………………………………………………...................…………….……….……….….	19
SECTION 11.09.	Notices ………………………………………………………………………………………...................……………........................	20
SECTION 11.10.	Survival ………………………………………………………………………………………...................…………….......................	20
SECTION 11.11.	Severability ………………………………………………………………………………………...................…………….................	20
SECTION 11.12.	Headings ………………………………………………………………………………………...................…………….....................	20
SECTION 11.13.	Waivers of Default ………………………………………………………………………………………...................…………….….	20
SECTION 11.14.	Amendments ………………………………………………………………………………………...................……………...............	20
SECTION 11.15.	Interpretation ………………………………………………………………………………………...................……………...............	20

Schedule A -   Services to be Provided to DT Midstream, Inc.

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TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [                ], 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation (“DT Midstream”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of DT Midstream and concurrently with the execution of this Agreement, DTE Energy and DT Midstream are entering into a Separation and Distribution Agreement (the “Separation Agreement”);

WHEREAS, DT Midstream desires to obtain from DTE Energy, and DTE Energy desires to provide to DT Midstream, certain services, as more particularly described in this Agreement, for a limited period of time following the Spin-Off; and

WHEREAS, each of DTE Energy and DT Midstream desires to reflect the terms of their agreement with respect to such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, DTE Energy and DT Midstream, for themselves, their successors and assigns, agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“Additional Services” has the meaning ascribed thereto in Section 2.06(b).

“Affiliate” has the meaning ascribed thereto in the Separation Agreement.

“Agreement” has the meaning ascribed thereto in the preamble.

“Ancillary Agreements” has the meaning ascribed thereto in the Separation Agreement.

“Applicable Termination Date” means, with respect to each Service or Function, the date that is 24 months from the Distribution Date, or such earlier termination date specified with respect to such Service or Function, as applicable, in Schedule A.

“Change in Control Party” has the meaning ascribed thereto in Section 4.02(c).

“Change in Control Transaction” means the acquisition in any manner by any Person or “group” (within the meaning of Section 13(d) of the U.S. Securities Exchange Act of 1934) of (i) all or substantially all of the assets of a Party and its subsidiaries, taken as a whole, or (ii) more than 50% of a Party’s equity securities.

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“Consents” has the meaning ascribed thereto in the Separation Agreement.

“Contact” means either the Provider Contact or the Receiver Contact, as the context requires.

“Control” means, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities or other interests, by Contract (as such term is defined in the Separation Agreement) or otherwise.

“Cost of Services” means, with respect to each Service or Function, the amount specified with respect to such Service or Function, as applicable, in Schedule A, to be paid by a Receiver in respect of such Service or Function to the Provider of such Service or Function.

“Dispute” has the meaning ascribed thereto in Section 11.01.

“Dispute Notice” has the meaning ascribed thereto in Section 11.01.

“Distribution” has the meaning ascribed thereto in the Separation Agreement.

“Distribution Date” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream” has the meaning ascribed thereto in the preamble.

“DT Midstream Business” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream Group” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“DTE Energy” has the meaning ascribed thereto in the preamble.

“DTE Energy Business” has the meaning ascribed thereto in the Separation Agreement.

“DTE Energy Group” has the meaning ascribed thereto in the Separation Agreement.

“DTE Energy Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“Fixed Cost Services” means those Services for which specified amounts are listed as costs under the column titled “Monthly Cost to DTM” in Schedule A.

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“Force Majeure Event” has the meaning ascribed thereto in Section 5.05.

“Function” means a business function identified in Schedule A.

“Governmental Authority” has the meaning ascribed thereto in the Separation Agreement.

“Group” means either the DTE Energy Group or the DT Midstream Group, as the context requires.

“Indemnitee” means a DTE Energy Indemnitee or a DT Midstream Indemnitee, as the context requires.

“Information” has the meaning ascribed thereto in the Separation Agreement.

“Insurance Proceeds” has the meaning ascribed thereto in the Separation Agreement.

“Interruption” has the meaning ascribed thereto in Section 5.04(b).

“Law” has the meaning ascribed thereto in the Separation Agreement.

“Liabilities” has the meaning ascribed thereto in the Separation Agreement.

“Migration Services” has the meaning ascribed thereto in Section 3.01.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Person” has the meaning ascribed thereto in the Separation Agreement.

“Provider” means any member of the DTE Energy Group, in its capacity as the provider of any Services to any member of the DT Midstream Group.

“Provider Contact” has the meaning ascribed thereto in Section 2.02(b).

“Receiver” means any member of the DT Midstream Group, in its capacity as the receiver of any Services from any member of the DTE Energy Group.

“Receiver Contact” has the meaning ascribed thereto in Section 2.02(b).

“Sales Taxes” has the meaning ascribed thereto in Section 7.01(c).

“Separation Agreement” has the meaning ascribed thereto in the recitals.

“Service Extension” has the meaning ascribed thereto in Section 8.02.

“Service Manager” has the meaning ascribed thereto in Section 2.02(a).

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“Services” means the individual services included within the various Functions identified in Schedule A.

“Shutdown” has the meaning ascribed thereto in Section 5.04(a).

“Spin-Off” has the meaning ascribed thereto in the Separation Agreement.

“Sub-Contractor” has the meaning ascribed thereto in Section 2.03(b).

“Third-Party Claim” has the meaning ascribed thereto in the Separation Agreement.

“U.S.” means the United States of America.

“Variable Cost Services” means those Services other than Fixed Cost Services, for which monthly costs are contingent on the time, material or service usage of the Receiver.

ARTICLE II

Services

SECTION 2.01. Provision of Services.

(a) Commencing immediately after the Distribution, DTE Energy shall, and shall cause the applicable members of the DTE Energy Group to, provide to DT Midstream and the applicable members of the DT Midstream Group the Services set forth in Schedule A in accordance with the terms of this Agreement.

(b) Commencing immediately after the Distribution, DT Midstream shall, and shall cause the applicable members of the DT Midstream Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Receivers under this Agreement in accordance with the terms of this Agreement.

SECTION 2.02. Service Managers; Contacts.

(a) Each of DTE Energy and DT Midstream agrees to appoint an employee representative (each, a “Service Manager”) who shall have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of DTE Energy or DT Midstream, as applicable. The Service Managers shall consult and coordinate with each other on a regular basis, as needed, during the term of this Agreement.

(b) For each Service or Function set forth on Schedule A, the Provider and Receiver shall each appoint an employee representative (each, a “Provider Contact” or “Receiver Contact”, respectively) who shall have responsibility for implementing, managing and coordinating such Service or Function pursuant to this Agreement on behalf of the Provider or Receiver, as applicable.

(c) Initially, the Service Managers and Contacts shall be the individuals set forth on Schedule A. At any time upon notice given in accordance with Section 11.09, (i) either Party may change its designated Service Manager and (ii) any Provider or Receiver may change any of its designated Contacts.

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SECTION 2.03. Personnel; Sub-Contractors.

(a) The Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services shall remain at all times, and be deemed to be, employees or representatives solely of the Provider responsible to provide such Services (or its Affiliates or Sub-Contractors) for all purposes, and not to be employees or representatives of the Receiver. The Provider (or its Affiliates or Sub-Contractors) shall be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay, sick pay and other employee benefits payable to or with respect to personnel who perform Services on behalf of such Provider. All such personnel shall be under the sole direction, control and supervision of the Provider and the Provider has the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of such personnel.

(b) The Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of other professionals, consultants or other third parties (each, a “Sub-Contractor”) in connection with the performance of the Services; provided, however, that (i) the Provider shall remain ultimately responsible for ensuring that its obligations with respect to the manner, scope, time frame, nature, quality and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (and any breaches of any provision hereof) and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 11.04 of this Agreement. Except as agreed by the Parties in Schedule A or otherwise in writing, any costs associated with engaging the services of an Affiliate of the Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Receiver under this Agreement, and the Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

SECTION 2.04. Standard of Performance.

(a) The Services shall be performed in substantially the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the DT Midstream Business immediately prior to the Distribution Date, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Provider or any other member of the DTE Energy Group, in which case the Services shall be performed for the Receiver in substantially the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as they are being performed for the Provider or such other member of the DTE Energy Group, as applicable. If the DTE Energy Business did not provide such Services (or substantially similar services) to the DT Midstream Business immediately prior to the Distribution Date, then the Provider shall use commercially reasonable efforts to perform the Services in a competent and professional manner generally consistent with industry standards. The Services shall be used solely for the operation of the DT Midstream Business for substantially the same purpose as used by the Receiver or any other applicable member of the DT Midstream Group on the date of this Agreement.

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(b) The Parties acknowledge that the Provider may make changes from time to time in the manner of performing Services if the Provider is making similar changes in performing the same or substantially similar Services for itself or other members of the DTE Energy Group; provided, however, that, unless expressly contemplated in Schedule A, such changes shall not affect the Cost of Services for such Service payable by the Receiver under this Agreement or decrease the manner, scope, time frame, nature, quality or level of the Services provided to the Receiver, except upon prior written approval of the Receiver.

SECTION 2.05. DISCLAIMER OF WARRANTIES. WITHOUT LIMITATION TO THE COVENANTS RELATING TO THE PROVISION OF SERVICES SET FORTH IN SECTION 2.04, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF THE DTE ENERGY GROUP MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

SECTION 2.06. Service Amendments and Additions.

(a) Subject to this Section 2.06, the Parties agree that the Services set forth in Schedule A constitute all of the Services to be provided by members of the DTE Energy Group as of the Distribution Date.

(b) DT Midstream may request DTE Energy to provide, or cause the applicable members of the DTE Energy Group to provide, amended or additional services that are not the Services identified in Schedule A as of the Distribution Date. In the event that DT Midstream desires to have DTE Energy, or the applicable members of the DTE Energy Group, provide additional services (“Additional Services”), DTE Energy, in its sole discretion, may agree to provide, or cause the applicable members of the DTE Energy Group to provide, such Additional Services.

(c) If DTE Energy agrees in writing to provide, or cause the applicable members of the DTE Energy Group to provide, Additional Services pursuant to this Section 2.06, then the Parties shall in good faith negotiate an amendment to Schedule A, which shall describe in detail the service or function, as applicable, project scope, term, price and payment terms to be charged for such Additional Services. Once agreed to in writing, the amendment to Schedule A shall be deemed part of this Agreement as of the date of such amendment and the Additional Services shall be deemed “Services” or “Function”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement.

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SECTION 2.07. No Management Authority. Notwithstanding anything to the contrary contained in this Agreement (including Schedule A), no Provider (or any Affiliate or Sub-Contractor of a Provider) shall be authorized by, or shall have any responsibility under, this Agreement to make any management, business or regulatory decisions on behalf of any Receiver as part of providing the Services.

ARTICLE III

Migration Services

SECTION 3.01. Migration Services. The Provider shall, and shall use commercially reasonable efforts to cause its Affiliates and Sub-Contractors to, assist the Receiver in connection with the transition from the performance of Services by the Provider to the performance of such Services by the Receiver or third parties engaged by the Receiver, which efforts may include assistance with the transfer of records, segregation and migration of historical data, the transition to non-Provider systems and cooperation with and assistance to any third party consultants engaged by the Receiver in connection with the transition (“Migration Services”), taking into account (i) the need to minimize the cost of such transition and the disruption to the ongoing business activities of the Parties and their Affiliates and (ii) the rights and interests of protecting confidential Information and privilege in accordance with Sections 7.01(c) and 7.09 of the Separation Agreement. This Section 3.01 shall be in addition to, and shall not be deemed to limit, the provisions of Section 7.09(b) of the Separation Agreement.

ARTICLE IV

Access and Security

SECTION 4.01. Access; Cooperation. The Parties shall cooperate in good faith to the extent necessary or appropriate to facilitate the performance and receipt of the Services in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, (i) each Party shall make available on a timely basis to the other Party all information and materials requested by such Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, upon reasonable notice, give or cause to be given to the other Party, the other members of its Group and their respective Sub-Contractors, if applicable, reasonable access, during regular business hours and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary for the performance or receipt of the Services and (iii) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, give the other Party, the other members of its Group and their respective Sub-Contractors, if applicable, reasonable access to, and all necessary rights to utilize, the other Party’s, and its Group’s, information, facilities, personnel, assets, systems and technologies to the extent reasonably necessary for the performance or receipt of the Services.

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SECTION 4.02. Security.

(a) Each Party shall, and shall cause the other members of its Group, their respective Sub-Contractors, if applicable, and the personnel thereof, to: (i) not attempt to obtain access to, use or interfere with any information technology systems of the other Party or any other member of its Group, or any confidential or competitively sensitive information owned, used or processed by the other Party, except to the extent reasonably necessary to do so to provide or receive Services; (ii) maintain reasonable security measures to protect the systems of the other Party and the other members of the other Party’s Group to which it has access pursuant to this Agreement from access by unauthorized third parties; and (iii) not disable, damage or erase or disrupt or impair the normal operation of the information technology systems of the other Party or any other member of its Group.

(b) Each Party shall (i) immediately notify the other Party of any confirmed misuse, disclosure or loss of, or inability to account for, any confidential or competitively sensitive information and any confirmed unauthorized access to the first Party’s facilities, systems or network; and such first Party shall investigate such confirmed security incidents and reasonably cooperate with the other Party’s incident response team, supplying logs and other necessary information to mitigate and limit the damages resulting from such a security incident; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with any such investigation; and (ii) subject to applicable Law, use commercially reasonable efforts to comply with any reasonable requests to assist such other Party with its electronic discovery obligations related to the Services; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with such response.

(c) If either Party is party to a Change in Control Transaction (“Change in Control Party”), such Change in Control Party shall promptly, but no later than 30 days prior to the close of the Change in Control Transaction, return to the other Party or permanently delete and destroy all confidential Information in its possession pertaining to the other Party, other than such Information electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such Information shall not be used by the Change in Control Party for any other purpose. Upon the request of the other Party, the Change in Control Party shall provide confirmation of such deletion or destruction, if any.

ARTICLE V

Limitations

SECTION 5.01. Upgrades. The Provider shall have no obligation to purchase, upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by the Provider (or any Affiliate or Sub-Contractor of such Provider), or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by the Provider (or any Affiliate or Sub-Contractor of such Provider).

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SECTION 5.02. Consents.

(a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider (or any Affiliate or Sub-Contractor of a Provider) to any Receiver if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Provider or any other member of the DTE Energy Group is a party or otherwise, unless and until, subject to the last sentence of Section 5.02(c), such Consent has been obtained.

(b) The Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Provider’s obligations pursuant to this Agreement. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Receiver, and the Receiver shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents.

(c) In the event that the Consent of any Person, if required in order for the Provider to provide Services, is not obtained reasonably promptly after the Distribution, the Provider shall notify the Receiver and the Parties shall cooperate in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Provider shall provide the Services in such alternative manner and the Receiver shall pay for such Services based on the alternative Cost of Services.

SECTION 5.03. Compliance with Laws. The Services shall not include, and no Provider (or any Affiliate or Sub-Contractor of a Provider) shall be obligated to provide, any service the provision of which to the Receiver following the Distribution would constitute a violation of any Law.

SECTION 5.04. Shutdowns; Interruptions.

(a) If the Provider determines that it is necessary or appropriate to temporarily suspend a Service due to scheduled or emergency maintenance, modification, repairs, alterations or replacements (any such event, a “Shutdown”), the Provider shall use commercially reasonable efforts to provide the Receiver with reasonable prior notice of such Shutdown (including information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, and thereafter such Provider shall use commercially reasonable efforts to cooperate with the Receiver to minimize any impact on the Services caused by such Shutdown.

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(b) The Parties acknowledge that there may be unanticipated temporary interruptions in the provision of a Service (any such event, an “Interruption”). The Provider shall use commercially reasonable efforts to provide the Receiver with notice of such Interruption as soon as possible (including information regarding the nature and the projected length of such Interruption), and thereafter such Provider shall use commercially reasonable efforts to cooperate with the Receiver to minimize any impact on the Services caused by such Interruption. The Provider shall not be excused from performance if it fails to use commercially reasonable efforts to remedy the situation causing such Interruption.

(c) In the event the obligations of the Provider to provide a Service are suspended in accordance with this Section 5.04, neither the Provider nor any other member of its Group shall have any liability to the Receiver arising out of or resulting from such suspension of the Provider’s provision of such Service, except to the extent resulting from a breach by the Provider of any agreement or covenant required to be performed or complied with by the Provider pursuant to this Section 5.04 (but subject to the other limitations on liability set forth in this Agreement).

SECTION 5.05. Force Majeure. In the event the performance of any terms or provisions hereof is delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, public health event, strike, labor dispute, fire, explosion, storm, flood, act of God or act of terrorism that is not within the control of the Provider whose performance is interfered with and which by the exercise of reasonable diligence the Provider is unable to prevent, or for any other reason which is not within the control of the Provider whose performance is interfered with and which by the exercise of reasonable diligence the Provider is unable to prevent (each, a “Force Majeure Event”), then upon prompt written notice, stating the date and extent of such interference and the Force Majeure Event which is the cause thereof, by the Provider to the Receiver, the Provider shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against the Provider on account thereof; provided, however, that the Provider shall promptly resume the required performance upon the cessation of the Force Majeure Event or its effects. No Provider shall be excused from performance under this Section 5.05 if such Provider fails to use commercially reasonable efforts to avoid the effects of the Force Majeure Event and remove the cause and effects of the Force Majeure Event.

SECTION 5.06. Interim Basis Only. DT Midstream acknowledges that the purpose of this Agreement is for DT Midstream to receive, and DTE Energy to provide, the Services on an interim basis and that the Services provided hereunder are transitional in nature. During the term of this Agreement, DT Midstream agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems to enable a transition to its own internal organization or other third-party providers of the Services and agrees to use its commercially reasonable efforts to reduce or eliminate its dependency on the DTE Energy’s provision of the Services as soon as is reasonably practicable.

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SECTION 5.07. Third Parties. Notwithstanding anything to the contrary herein, the Provider (and the Affiliates and Sub-Contractors of the Provider) shall not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the Receiver.

ARTICLE VI

Intellectual Property and Data

SECTION 6.01. Use of Intellectual Property. Each Party, on behalf of itself and the other members of its Group, hereby grants to the members of the other Party’s Group and to their respective Affiliates and Sub-Contractors, if applicable, providing the Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, sublicensable license, for the term of this Agreement, to use the intellectual property owned by such Party and the other members of its Group solely to the extent necessary for the other Party, the other members of its Group and their respective Affiliates and Sub-Contractors, if applicable, to perform their obligations hereunder.

SECTION 6.02. Ownership of Intellectual Property.

(a) Subject to the terms of the Separation Agreement, the Provider acknowledges and agrees that it shall acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Receiver. To the extent title to any such work product vests in the Provider by operation of Law, DTE Energy hereby assigns (and shall cause any such Provider, and any Affiliate or Sub-Contractor of such Provider, to assign) to the applicable Receiver all right, title and interest in and to such work product, and the Provider shall (and shall cause any Affiliate or Sub-Contractor of such Provider to) provide such assistance and execute such documents as the Receiver may reasonably request to assign to such Receiver all right, title and interest in and to such work product.

(b) The Receiver acknowledges and agrees that it shall acquire no right, title or interest (other than a non-exclusive, perpetual, royalty-free worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Provider.

SECTION 6.03. Title to Intellectual Property; Title to Data. DT Midstream acknowledges that (i) except as otherwise expressly provided herein, all procedures, methods, systems, strategies and other intellectual property used by the Provider in connection with the provision of Services shall remain the property of such Provider and shall at all times be under the sole direction and control of such Provider and (ii) it shall acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the Provider or its Affiliates, by reason of the provision of the Services hereunder, except as expressly provided in Section 6.01 and Section 8.05.

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SECTION 6.04. Third-Party Software. Each Party acknowledges that it may be necessary to make proprietary and/or third-party software available to the other Party in the course and for the purpose of performing and receiving the Services. Each Party (i) shall comply with the license restrictions applicable to any and all proprietary or third-party software made available to such Party by the other Party in the course of the provision and receipt of Services hereunder, (ii) acknowledges receipt of the license terms of use applicable to all proprietary or third-party software in its possession as of the Distribution Date and (iii) agrees that it shall be responsible for providing to the other Party a copy of the applicable license terms (or, solely with respect to open source software or other software with publicly available license terms, information sufficient to direct such other Party to a copy thereof) for any and all proprietary or third-party software first made available to such other Party after the Distribution Date, solely to the extent such provision would not violate the providing Party’s duty of confidentiality owed to any third party.

ARTICLE VII

Compensation

SECTION 7.01. Compensation for Services.

(a) As compensation for each Service or Function rendered pursuant to this Agreement, the Receiver shall be required to pay to the Provider the Cost of Services specified for such Service or Function in Schedule A.

(b) During the term of this Agreement, the Cost of Service for a Service or Function may increase to the extent of any increase in the applicable Cost of Services during a Service Extension, in accordance with Section 8.02.

(c) The amount of any actual and documented sales tax, value-added tax, goods and services tax or similar tax that is required to be assessed and remitted by the Provider in connection with the Services provided hereunder (“Sales Taxes”) shall be promptly paid to the Provider by the Receiver in accordance with Section 7.02. Such payment shall be in addition to the Cost of Services set forth in Schedule A (unless such Sales Tax is expressly already accounted for in the applicable Cost of Services).

SECTION 7.02. Payment Terms.

(a) The Provider shall bill the Receiver monthly, on or around the 15th of each month, or at such other interval specified with respect to a particular Service or Function in Schedule A, an amount equal to the aggregate Cost of Services due for (i) all Fixed Cost Services provided (or to be provided) in such month (whether performed prior to or after the date of such invoice) and (ii) all Variable Cost Services provided in the immediately preceding month, in each case, subject to any other specified interval, as applicable, plus any Sales Taxes. Invoices shall be directed to the Receiver Contact set forth on Schedule A opposite such Service or Function, or to such other Person designated in writing from time to time by such Receiver Contact. The Receiver shall pay such amount in full within 15 business days after receipt of each invoice by wire transfer of immediately available funds in U.S. Dollars to the account designated by the Provider for this purpose. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Sales Taxes, for each Service or Function during the month or other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any payment is not received by the Provider on or before the date such amount is due, then a late payment interest charge, calculated at a 2.0% per annum rate, shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement. The Parties shall cooperate to achieve an invoicing structure that minimizes taxes for both Parties, including by implementing a local to local invoicing structure where applicable.

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(b) Any objection to the amount of any invoice shall be deemed to be a Dispute hereunder subject to the provisions applicable to Disputes set forth in Section 11.01.

SECTION 7.03. Books and Records. DTE Energy shall, and shall cause the other members of the DTE Energy Group to, maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for the Services rendered by it or the other members of the DTE Energy Group and shall make such books available to DT Midstream, upon reasonable notice, during normal business hours; provided, however, that to the extent DTE Energy’s books, or the books of the other members of the DTE Energy Group, contain Information relating to any other aspect of the DTE Energy Business, the Parties shall negotiate a procedure to provide DT Midstream with necessary access while preserving the confidentiality of such other records.

SECTION 7.04. Withholding. Any and all payments made under this Agreement by the Receiver shall be made free and clear of, and without deduction or withholding for or on account of, any taxes, except as required by applicable Law. To the extent any taxes are so deducted or withheld and paid over to the appropriate Governmental Authority, such taxes shall be treated as having been paid to the Provider for purposes of this Agreement; provided, however, that the Receiver shall notify the Provider in writing of any anticipated withholding at least 15 business days prior to making any such deduction or withholding and shall cooperate with the Provider in obtaining any available exemption from or reduction of such deduction or withholding. The Receiver shall promptly provide to the Provider tax receipts or other documents evidencing the payment of any such deducted or withheld amount to the applicable Governmental Authority. The Parties shall use, and shall cause their respective Affiliates to use, commercially reasonable efforts to minimize Sales Taxes and taxes otherwise required to be deducted or withheld by the Receiver hereunder.

SECTION 7.05. No Offset. No Receiver shall withhold any payments to the Provider under this Agreement in order to offset payments due to such Receiver pursuant to this Agreement, the Separation Agreement, any other Ancillary Agreement or otherwise, unless such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant to Section 11.06. Any required adjustment to payments due hereunder shall be made as a subsequent invoice.

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ARTICLE VIII

Term

SECTION 8.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service or Function until the occurrence of the Applicable Termination Date applicable to such Service or Function (or, subject to the terms of Section 8.02, the expiration of any Service Extension applicable to such Service or Function), unless earlier terminated (i) in its entirety or with respect to a particular Service or Function, in each case in accordance with Section 8.03, or (ii) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

SECTION 8.02. Service Extension. If the Receiver reasonably determines that it will require a Service to continue beyond the Applicable Termination Date or the end of a subsequent extension period, the Receiver may request the Provider to extend the term of such Service for the desired renewal period(s) (each, a “Service Extension”) by written notice to the Provider no less than 45 days prior to the end of the then-current Service term. The Provider shall respond in its sole discretion to any such request for a Service Extension within 15 days of receipt of such request. The Parties shall amend the terms of Schedule A to reflect the new Service term and Cost of Services to the extent mutually agreed in writing, following such agreement relating to a Service Extension, subject to the conditions set forth in this Section 8.02. Each such amended Schedule A, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

SECTION 8.03. Termination.

(a) If the Provider or Receiver materially breaches any of its respective obligations under this Agreement (and the period for resolution of the Dispute relating to such breach set forth in Section 11.01 has expired), the non-breaching Provider or Receiver, as applicable, may terminate this Agreement with respect to the Service for which such obligations are owed, effective upon not less than 30 days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within 30 days after receiving written notice thereof from the non-breaching Party. The termination of this Agreement with respect to any Service pursuant to this Section 8.03 shall not affect the Parties’ rights or obligations under this Agreement with respect to any other Service.

(b) Except as otherwise provided by Law, either Party may terminate this Agreement upon written notice to the other Party if the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party.

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(c) Except as otherwise provided in this Agreement or Schedule A, a Receiver shall be entitled to terminate one or more Services being provided by any Provider for any reason or no reason at all, upon, as applicable (i) not less than 30 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A as of the date hereof) that is less than or equal to 12 months after the Distribution Date or (ii) not less than 90 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A as of the date hereof) that is more than 12 months after the Distribution Date.

SECTION 8.04. Effect of Termination. In the event of any termination of this Agreement in its entirety or with respect to any Service or Function, each Provider and Receiver shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Receiver to pay any amounts due to any Provider hereunder.

SECTION 8.05. Return of Books, Records and Files. Upon the request of the Receiver after the termination of a Service with respect to which the Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Receiver or its Affiliates and used by the Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Provider and in the Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Receiver or deleted or destroyed by the Provider, other than such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files shall not be used by the Provider for any other purpose. Upon the request of the Receiver, the Provider shall provide confirmation of such deletion or destruction, if any. The Receiver shall bear the Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Provider may make one copy of such books, records or files for its legal files.

ARTICLE IX

Indemnification; Limitation on Liability

SECTION 9.01. Indemnification. DT Midstream, on behalf of each member of the DT Midstream Group in its capacity as a Receiver, shall indemnify, defend and hold harmless DTE Energy and the other DTE Energy Indemnitees from and against any and all Liabilities incurred by such DTE Energy Indemnitee and arising out of, in connection with or by reason of this Agreement or any Services provided by any member of the DTE Energy Group hereunder, except to the extent such Liabilities arise out of a DTE Energy Group member’s (i) breach of this Agreement, (ii) violation of any Laws in providing any Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing any Services or (iv) gross negligence or willful misconduct in providing any Services.

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SECTION 9.02. Limitation on Liability.

(a) Neither DTE Energy, in its capacity as a Provider, nor any other member of the DTE Energy Group acting in the capacity of a Provider, nor any Indemnitee thereof, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to DT Midstream (or any DT Midstream Indemnitee) for any Liabilities arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, except to the extent that such Liabilities arise out of such DTE Energy Indemnitee’s (i) breach of this Agreement, (ii) violation of any Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing any Services or (iv) gross negligence or willful misconduct in providing any Services; provided that nothing in this Section 9.02(a) shall be deemed to limit the rights of DT Midstream or any other member of the DT Midstream Group under Section 9.02(e), in its capacity as a Receiver, regarding Insurance Proceeds in respect of Third-Party Claims.

(b) IN NO EVENT SHALL DTE ENERGY, IN ITS CAPACITY AS A PROVIDER, NOR ANY OTHER MEMBER OF THE DTE ENERGY GROUP ACTING IN THE CAPACITY OF A PROVIDER, NOR ANY INDEMNITEE THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO DT MIDSTREAM (OR ANY DT MIDSTREAM INDEMNITEE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH PROVIDER UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(c) THE TOTAL LIABILITY OF THE DTE ENERGY GROUP MEMBERS, IN THEIR CAPACITY AS PROVIDERS, TO THE DT MIDSTREAM GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH OR BY REASON OF THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO IT FOR SERVICES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE FOREGOING, IN THE CASE OF ANY LIABILITY TO THE DT MIDSTREAM GROUP ARISING OUT OF A THIRD-PARTY CLAIM, THE TOTAL LIABILITY OF THE DTE ENERGY GROUP MEMBERS, IN THEIR CAPACITY AS PROVIDERS, TO THE DT MIDSTREAM GROUP SHALL BE INCREASED BY AN AMOUNT EQUAL TO THE AMOUNT, IF ANY, OF ANY INSURANCE PROCEEDS THAT ARE ACTUALLY RECEIVED BY SUCH PROVIDER IN ACCORDANCE WITH SECTION 9.02(e).

(d) DT Midstream understands and agrees that the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that DTE Energy is not in the business of providing the Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and DTE Energy would not be able or willing to provide the Services without the protections provided by such allocations and limitations. DT Midstream acknowledges (on behalf of each member of the DT Midstream Group in its capacity as a Receiver, and any Indemnitee thereof) that (i) neither DTE Energy nor the other members of the DTE Energy Group is a commercial provider of the Services provided herein, (ii) DTE Energy is providing, or causing the other members of the DTE Energy Group to provide, the Services in connection with the Spin-Off and (iii) this Agreement is not intended by the Parties to have DTE Energy or any other member of the DTE Energy Group manage and operate the DT Midstream Business, in lieu of DT Midstream or any other DT Midstream Indemnitee. The Parties agree that the foregoing shall be taken into consideration in any claim made under this Agreement.

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(e) If the Provider, in its capacity as such, or any other Indemnitee thereof, shall be liable to DT Midstream for any Liability arising out of a Third-Party Claim arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, such Provider, at the request of such Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, such Provider shall pay such Insurance Proceeds to the applicable Indemnitee to the extent of the Liability arising out of such Third-Party Claim. The Indemnitee shall, upon the request of such Provider and to the extent permitted under such Provider’s applicable insurance policies, promptly pay directly to such Provider or to such Provider’s insurer any reasonable costs or expenses incurred in the collection of such Indemnitee’s portion of such Insurance Proceeds (including such Indemnitee’s portion of applicable retentions or deductibles); provided, however, that in no event shall an Indemnitee’s portion of such collection costs and expenses, applicable retentions and deductibles exceed the amount of Insurance Proceeds actually received by such Indemnitee.

ARTICLE X

Other Covenants

SECTION 10.01. Attorney-in-Fact. On a case-by-case basis, the Receiver shall execute documents necessary to appoint the Provider as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by the Provider of any Service under this Agreement.

ARTICLE XI

Miscellaneous

SECTION 11.01. Disputes. Except as otherwise provided in this Agreement, the Parties shall resolve all disputes arising under or in connection with this Agreement (each, a “Dispute”) in accordance with the following procedures (including, for the avoidance of doubt, any Dispute relating to payments with respect to the Services). All Disputes shall be first considered in person, by teleconference or by video conference within five business days after receipt of notice from either Party specifying the nature of the Dispute (a “Dispute Notice”) by the Service Managers and, if such Dispute concerns a particular Service or Function, the Contacts whose names are set forth on Schedule A opposite such Service or Function. If any Dispute is not resolved by the Service Managers, and such Contacts, if any, within 10 business days after receipt of a Dispute Notice, then, upon the written request of either Party, each Party shall designate a representative who does not spend a substantial portion of his or her time on activities relating to this Agreement to meet in person, by teleconference or by video conference with the other Party’s designated representative for the purpose of resolving the Dispute. The designated representatives shall negotiate in good faith to resolve the Dispute. If they do not resolve the Dispute within 10 business days after the date the Dispute was referred to them, the Parties may pursue any other rights, remedies or actions that may be available to them under this Agreement or at Law.

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SECTION 11.02. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 11.03. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Providers and Receiver or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Each Party and each Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

SECTION 11.04. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.09 of the Separation Agreement.

SECTION 11.05. Counterparts; Entire Agreement.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and any Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

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SECTION 11.06. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 11.06 be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER.

SECTION 11.07. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, DTE Energy may assign this Agreement without consent in connection with (i) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets or (ii) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as practicable following the assignment. Nothing in this Section 11.07 shall affect or impair a Provider’s ability to delegate any or all of its obligations under this Agreement to one or more Affiliates or Sub-Contractors pursuant to Section 2.03(b).

SECTION 11.08. Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any DTE Energy Indemnitee in its capacity as such, (i) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and (ii) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third-party Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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SECTION 11.09. Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

SECTION 11.10. Survival. Notwithstanding anything to the contrary contained herein, Article VII, Article VIII, Article IX and Article XI of this Agreement shall survive the termination of this Agreement.

SECTION 11.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 11.12. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 11.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 11.15. Interpretation. The rules of interpretation set forth in Section 11.15 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DTE ENERGY COMPANY
	by
		Name:
		Title:

DT MIDSTREAM, INC.
	by
		Name:
		Title:

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of [                ], 2021

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definition of Terms ………………………………………………………………………………………………………….….…		1
ARTICLE II
Allocation of Tax Liabilities and Tax Benefits
SECTION 2.01.	DTE Indemnification of Spinco ……………………………………………………………………………………………….......		6
SECTION 2.02.	Spinco Indemnification of DTE …………………………………………………………………………………………………...		6
SECTION 2.03.	Refunds, Credits and Offsets ………………………………………………………………………………………………………		7
SECTION 2.04.	Carrybacks ....…………………………………………………………………………………………………………….…………		7
SECTION 2.05.	Straddle Periods ………………………………………………………………………………………………………….……...…		8
SECTION 2.06.	Apportioned Tax Attributes …………………………………………………………………………………………………….....		8
ARTICLE III
Tax Returns, Tax Contests and Other Administrative Matters
SECTION 3.01.	Responsibility for Preparing Tax Returns ……………………………………………………………………………...………....		9
SECTION 3.02.	Filing of Tax Returns and Payment of Taxes ……………………………………………………………………………………..		9
SECTION 3.03.	Tax Contests ………………………………………………………………………………………………………...….…………		10
SECTION 3.04.	Expenses ……………………………………………………………………………………………………....…..………………		11
SECTION 3.05.	Joint Venture Taxes …………………………………………………………………………………………………….................		11
ARTICLE IV
Tax Matters Relating to the Transactions
SECTION 4.01.	Mutual Representations …………………………………………………………………………………………………………...		11
SECTION 4.02.	Mutual Covenants …………………………………………………………………………………………………………………		12
SECTION 4.03.	Restricted Actions …………………………………………………………………………………………………………………		12
SECTION 4.04.	Consent to Take Certain Restricted Actions ………………………………………………………………………………………		14
SECTION 4.05.	Procedures Regarding Opinions and Rulings ……………………………………………………………………………………..		14
SECTION 4.06.	Notification and Certification Regarding Certain Acquisition Transactions ……………………………………………….…….		15
SECTION 4.07.	Reporting …………………………………………………………………………………………….……...……….……….……		15
SECTION 4.08.	Tax Treatment of Certain Amounts Paid Pursuant to the EMA …………………………………………………………..............		16
SECTION 4.09.	Protective Section 336(e) Election ……………………………………………………………….........…………………………..		16
SECTION 4.10.	Actions after the Distribution on the Distribution Date …………………………………………………………………………...		16
SECTION 4.11.	Actions after the Distribution Date for Remainder of Calendar Year ………………………………………………………….....		16
SECTION 4.12.	Termination of Tax Sharing Agreements ………………………………………………………………………………………....		17

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ARTICLE V
Procedural Matters
SECTION 5.01.	Cooperation …………………………………………………………………………………………………………..……………	17
SECTION 5.02.	Interest …………………………………………………………………………………………………....………..…....…………	18
SECTION 5.03.	Indemnification Claims and Payments ……………………………………………………………………………………….....…	18
SECTION 5.04.	Amount of Indemnity Payments ……….…………………………………………………………………………………….........	18
SECTION 5.05.	Treatment of Indemnity Payments …..………………………………………………………………………………………....….	18
SECTION 5.06.	Tax Disputes ………………………………………………………………………………………….....…………………………	19
ARTICLE VI
Miscellaneous
SECTION 6.01.	Termination ………………………………………………………………………………………..………………….……………	19
SECTION 6.02.	Applicability ……………………………………………………………………………………..…………………………………	19
SECTION 6.03.	Survival …………………………………………………………………………………………………….…….......……………	19
SECTION 6.04.	Separation Agreement ……………………………………………………………………………………………………….…......	19
SECTION 6.05.	Confidentiality ……………………………………………………………………………………………………………..………	19
SECTION 6.06.	Counterparts; Entire Agreement …………………………………………………………..………………….................................	20
SECTION 6.07.	Governing Law; Jurisdiction ……………………………………………………………………………........................................	20
SECTION 6.08.	Waiver of Jury Trial ……………………………………………………………………………………………………………......	20
SECTION 6.09.	Assignability …………………….…………………………………………………………………………….……...................…	21
SECTION 6.10.	Third-Party Beneficiaries ……………………………………………………………………………………………….................	21
SECTION 6.11.	Notices ....…………………...…………………………………………………………………………………....…..........…….…	21
SECTION 6.12.	Severability ………………………………………………………………………………………………………….......…........…	22
SECTION 6.13.	Headings ………………………………………………………………………………………………………….....…...........……	22
SECTION 6.14.	Waivers of Default …………………………………………………………………………………………………………....……	22
SECTION 6.15.	Specific Performance …………………………………………………………………………………………………........….....…	23
SECTION 6.16.	Amendments ……………………………………………………………………………………………………….…..……......…	23
SECTION 6.17.	Interpretation ……………………………………………………………………………………………………….................……	23
SECTION 6.18.	Compliance by Subsidiaries …………………….…………………………………………………………………………….....…	23

Appendix A	-    Intended Tax Treatment
Appendix B	-    Specified Dispute

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TAX MATTERS AGREEMENT (this “Agreement”), dated as of [                ], by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE”) and DT Midstream, Inc., a Delaware corporation (“Spinco” and, together with DTE, the “Parties”).

W I T N E S S E T H:

WHEREAS Spinco is an indirect wholly-owned subsidiary of DTE and a member of the affiliated group of which DTE is the common parent;

WHEREAS, pursuant to the Separation Agreement, DTE and Spinco have effected or agreed to effect the Conversion, the Intercompany Debt Refinancing, the Borrowing, the Spinco Note Repayment, the Cash Distribution, the Louisiana Midstream Contribution, the Internal Distribution, the Contributions, the Recapitalization and the External Distribution (together, the “Transactions”); and

WHEREAS the Parties intend that each of the applicable Transactions qualify for its Intended Tax Treatment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“10% Acquisition Transaction” has the meaning set forth in Section 4.06.

“Accounting Firm” has the meaning set forth in Section 3.01(c).

“Active Trade or Business” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to each of the Distributions with respect to Spinco.

“Adjustment Request” means any formal or informal claim or request made or filed with any Taxing Authority for the adjustment, refund, credit or offset of Taxes, including any amended Tax Return claiming adjustment to the Taxes as reported on that Tax Return or, if applicable, to such Taxes as previously adjusted.

“Agreement” has the meaning set forth in the preamble.

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“Apportioned Tax Attributes” means Tax Attributes that are subject to allocation or apportionment between one Person and another Person under applicable Law or by reason of the Transactions.

“Code” means the Internal Revenue Code of 1986, as amended.

“Determination” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“Distributions” means the Internal Distribution and the External Distribution.

“DTE” has the meaning set forth in the preamble.

“DTE Consolidated Group” means any consolidated, combined, unitary or similar group of which (i) any member of the DTE Tax Group is or was a member and (ii) any member of the Spinco Tax Group is or was a member.

“DTE Consolidated Tax Return” means any Tax Return with respect to a DTE Consolidated Group.

“DTE Joint Venture Entity” means any Person in which a member of the DTE Tax Group owns 50% or less of the outstanding equity interests.

“DTE Joint Venture Taxes” means any Taxes of any DTE Joint Venture Entity for which a member of the Spinco Tax Group may be liable directly or through any reimbursement or contribution obligation.

“DTE Tax Group” means any group comprised of DTE and any Subsidiary of DTE, excluding each member of the Spinco Tax Group.

“Indemnifying Party” means a Party that has an obligation to make an Indemnity Payment.

“Indemnitee” means a Party that is entitled to receive an Indemnity Payment.

“Indemnity Payment” means an indemnity payment contemplated by this Agreement, the EMA or the Separation Agreement.

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“Intended Tax Treatment” means, with respect to each of the applicable Transactions, the U.S. Federal income Tax consequences (if any) set forth for such Transaction in Appendix A.

“IRS” means the U.S. Internal Revenue Service.

“Legal Comfort” has the meaning set forth in Section 4.04(b).

“Non-US Spinco Member” means (i) any member of the Spinco Tax Group other than a member that is incorporated, organized or otherwise formed under the laws of the United States or any state thereof or the District of Columbia and (ii) any member of the Spinco Tax Group formed under the laws of the United States or any state thereof or the District of Columbia that is owned, in whole or in part, directly or indirectly, by any member of the Spinco Tax Group described in clause (i).

“Ordinary Course of Business” means, with respect to an action taken (or to be taken) by a Person, that the action is taken in the ordinary course of the normal day-to-day operations of that Person.

“Ordinary Taxes” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes.

“Parties” has the meaning set forth in the preamble.

“Post-Distribution Tax Period” means any taxable period (or portion thereof) that begins on or after the Distribution Date.

“Pre-Distribution Tax Period” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“Proposed Acquisition Transaction” has the meaning set forth in Section 4.03(b).

“Protective Section 336(e) Election” means, with respect to an entity, a protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law for such jurisdictions as DTE shall determine at its sole discretion) to treat the disposition of the stock of such entity, pursuant to the Distributions, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state or local Law).

“Records” has the meaning set forth in Section 5.01.

“Refund Recipient” has the meaning set forth in Section 2.03.

“Regulations” means the Treasury regulations promulgated under the Code.

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“Restricted Period” has the meaning set forth in Section 4.03(a).

“Ruling” means a private letter ruling (including any supplemental ruling) issued by the IRS, whether granted prior to, on or after the date hereof.

“Separation Agreement” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between DTE and Spinco, including the Schedules thereto.

“Significant Non-U.S. Shareholder” means a person (other than a “United States person” within the meaning of Section 7701(a)(30) of the Code) that owns more than 5 percent of DTE common stock (directly or under the applicable attribution rules provided in Section 897(c)(6)(C) of the Code and Section 1.897-1(c)(2)(iii) of the Treasury Regulations).

“Specified Dispute” has the meaning set forth in Section 5.06.

“Spinco” has the meaning set forth in the preamble.

“Spinco Joint Venture Entity” means any Person in which a member of the Spinco Tax Group owns 50% or less of the outstanding equity interests.

“Spinco Joint Venture Taxes” means any Taxes of any Spinco Joint Venture Entity for which a member of the Spinco Tax Group may be liable directly or through any reimbursement or contribution obligation.

“Spinco SAG” has the meaning set forth in Section 4.03(a)(v).

“Spinco Separate Tax Return” means any Tax Return that (a) includes any member of the Spinco Tax Group and (b) does not include any member of the DTE Tax Group.

“Spinco Stock” means (i) all classes or series of stock or other equity interests of Spinco and (ii) all other instruments properly treated as stock of Spinco for U.S. Federal income Tax purposes.

“Spinco Tax Group” means any group comprised of Spinco and any Subsidiary of Spinco.

“Straddle Period” has the meaning set forth in Section 2.05(b).

“Subsidiary” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

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“Tax Advisor” means a U.S. Tax counsel or accountant of recognized national standing.

“Tax Attribute” means any carryovers or carrybacks of net operating losses, net capital losses, excess tax credits and any other similar tax attributes as determined for Federal, state, local or foreign Tax purposes. For the avoidance of doubt, the existence or amount of basis and computations of previously taxed income and earnings and profits are not Tax Attributes.

“Tax Contest” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.

“Tax Dispute” has the meaning set forth in Section 5.06.

“Tax Opinion Representations” means representations regarding certain facts in existence at the applicable time made by DTE and Spinco that serve as a basis for the Tax Opinion.

“Tax Opinion” means the written opinion of Cravath, Swaine & Moore LLP issued to DTE to the effect that each of the applicable Transactions should qualify for its Intended Tax Treatment.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Tax Return Preparer” has the meaning set forth in Section 3.01(a).

“Taxes” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“Transaction Taxes” means all (i) Taxes imposed on DTE, Spinco or any of their respective Subsidiaries resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which DTE, Spinco or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“Transaction Tax Contest” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

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“Transactions” has the meaning set forth in the recitals.

“Transfer Taxes” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes.

“Unqualified Tax Opinion” has the meaning set forth in Section 4.04(c).

“USRPHC” means a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01. DTE Indemnification of Spinco. After the External Distribution, DTE shall be liable for, and shall indemnify and hold Spinco harmless from, the following Taxes, whether incurred directly by Spinco or indirectly through one of its Subsidiaries:

(a) For any taxable period, Ordinary Taxes of any member of the DTE Tax Group or a DTE Consolidated Group and Ordinary Taxes reflected on all DTE Consolidated Tax Returns; and

(b) Transaction Taxes;

in each case, other than Taxes for which Spinco is liable under Section 2.02.

SECTION 2.02. Spinco Indemnification of DTE. After the External Distribution, Spinco shall be liable for, and shall indemnify and hold DTE harmless from, the following Taxes, whether incurred directly by DTE or indirectly through one of its Subsidiaries:

(a) For any taxable period, Ordinary Taxes of any member of a Spinco Tax Group and Ordinary Taxes reflected on all Spinco Separate Tax Returns; and

(b) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of (A) any Tax Opinion Representation made by Spinco or (B) any representation made by Spinco, any Subsidiary or controlling shareholder of Spinco, any counterparty to any Proposed Acquisition Transaction or any of such counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Legal Comfort;

(ii) any action or omission by Spinco or any Subsidiary of Spinco in breach of the covenants set forth herein (including those in Section 4.03, without regard to Section 4.04), in any other Ancillary Agreement or in the Separation Agreement;

6

(iii) the application of Section 355(e) or 355(f) of the Code to any of the Transactions by virtue of any acquisition (or deemed acquisition) of Spinco Stock (including newly issued Spinco Stock) or assets of Spinco or any Subsidiary of Spinco;

(iv) a determination that either of the Distributions was used principally as a device for the distribution of the earnings and profits within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of Spinco Stock or on any distribution on Spinco Stock occurring after the External Distribution; or

(v) any other action or omission taken after the External Distribution by Spinco or any Subsidiary of Spinco, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement; and

(c) Any and all Transfer Taxes incurred by the DTE Tax Group or the Spinco Tax Group as a result of the Transactions.

SECTION 2.03. Refunds, Credits and Offsets. Subject to Section 2.04, if DTE, Spinco or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under Sections 2.01 and 2.02 (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within 10 business days of receipt or accrual; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund to the relevant Taxing Authority. In the event a Party would be a Refund Recipient but for the fact it applied a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund for purposes of this Section 2.03, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

SECTION 2.04. Carrybacks. If a Tax Return of Spinco or any of its Subsidiaries for any taxable period ending after the Distribution Date reflects any Tax Attribute, then Spinco or its applicable Subsidiary shall (a) waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period and (b) not make any affirmative election to carry back any such Tax Attribute to a Pre-Distribution Tax Period, in each case, to the extent permissible under applicable Law. In the event that Spinco or any of its Subsidiaries does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) no payment with respect to such carryback shall be due to Spinco or any of its Subsidiaries from DTE and (ii) if Spinco or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, Spinco shall promptly pay to DTE the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund). This Section 2.04 shall not apply to any Tax Attributes reflected on any Spinco Separate Tax Return.

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SECTION 2.05. Straddle Periods. (a) DTE and Spinco shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Spinco Tax Group for all Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b) For any taxable period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes, as if the taxable period ended as of the close of business on the Distribution Date, and in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

(c) DTE and Spinco hereby agree that, consistent with Section 1.1502-76(b) of the Regulations, (i) any transaction with respect to Spinco or the Spinco Tax Group occurring on the Distribution Date but after the effective time of the External Distribution and (ii) any transaction occurring or item of income, gain or loss recognized in the Ordinary Course of Business of Spinco or the Spinco Tax Group on the Distribution Date are, in each case, properly allocable to the portion of the Distribution Date following the Distribution and shall be treated for all U.S. Federal income Tax purposes as occurring at the beginning of the day following the Distribution Date. The parties shall file all Tax Returns in a manner consistent with such treatment.

SECTION 2.06. Apportioned Tax Attributes. Spinco may request that DTE undertake a determination of the portion, if any, of any Apportioned Tax Attribute to be allocated or apportioned to the Spinco Tax Group (or any member thereof) under applicable Law. If DTE undertakes such a determination, whether or not at the request of Spinco, DTE shall in good faith advise Spinco in writing of the amount, if any, of any Apportioned Tax Attributes which DTE determines shall be allocated or apportioned to the Spinco Tax Group (or any member thereof) under applicable Law; provided that this Section 2.06 shall not be construed as obligating DTE to undertake any such determination as to the amount, allocation or apportionment of any Apportioned Tax Attribute. Spinco agrees that it shall accept DTE’s allocation or apportionment of Apportioned Tax Attributes, and Spinco and all members of the Spinco Group shall prepare all Tax Returns in accordance therewith, unless such allocation or apportionment is manifestly unreasonable or manifestly erroneous. Spinco shall reimburse DTE for all reasonable third-party costs and expenses incurred by DTE or any of its Subsidiaries in connection with such determination requested by Spinco within ten (10) Business Days after receiving an invoice from DTE therefor.

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ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01. Responsibility for Preparing Tax Returns. (a) Spinco shall timely prepare or cause to be timely prepared any Spinco Separate Tax Returns that are required or permitted to be filed for any taxable period beginning before the Distribution Date. Except for any Tax Returns to be prepared by Spinco pursuant to the immediately preceding sentence, DTE shall timely prepare or cause to be timely prepared any Tax Returns of the DTE Tax Group and the DTE Consolidated Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. The Party responsible for preparing any Tax Returns pursuant to this Section 3.01(a) shall be referred to herein as the “Tax Return Preparer”. If a Party other than the Tax Return Preparer is responsible for filing any such Tax Return under Section 3.02(a), the Tax Return Preparer shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to the other Party reasonably in advance of the applicable filing deadline.

(b) To the extent that any Tax Return described in Section 3.01(a) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any DTE Consolidated Tax Return that do not relate primarily to the Spinco Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party.

(c) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(b) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. The fees and expenses of the Accounting Firm shall be borne by Spinco.

SECTION 3.02. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

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(b) In addition to its obligations under Section 3.01(b), the Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(c) Neither Spinco nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any DTE Consolidated Tax Return.

(d) Neither Spinco nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of Spinco or any of its Subsidiaries (other than any Spinco Separate Tax Returns) to the extent such Tax Return relates to the Pre-Distribution Tax Period without the prior written consent of DTE, which consent shall not be unreasonably withheld or delayed.

(e) Spinco shall not file any Adjustment Request with respect to any Tax for which DTE has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which DTE would be responsible (and for which DTE may not seek indemnification under this Agreement) and DTE will not file any Adjustment Request with respect to any Tax for which Spinco has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which Spinco would be responsible (and for which Spinco may not seek indemnification under this Agreement), in each case without the consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Any Adjustment Request that the Parties consent to make under this Section 3.02 shall be prepared by the applicable Tax Return Preparer.

SECTION 3.03. Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

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(b) DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c) DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

SECTION 3.04. Expenses. Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

SECTION 3.05. Joint Venture Taxes. Notwithstanding anything to the contrary in this Agreement:

(a) Spinco shall be liable for all Spinco Joint Venture Taxes and shall have the exclusive right to control the conduct and settlement of any Tax Contest with respect to any Spinco Joint Venture Entity to the extent provided for in the relevant Spinco Joint Venture Entity’s governing documents; and

(b) DTE shall be liable for all DTE Joint Venture Taxes and shall have the exclusive right to control the conduct and settlement of any Tax Contest with respect to any DTE Joint Venture Entity to the extent provided for in the relevant DTE Joint Venture Entity’s governing documents.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

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SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP that are true and correct.

(b) Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the External Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03. Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), Spinco shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:

(i) enter into any Proposed Acquisition Transaction;

(ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither Spinco nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, or any “fair price” or other provision of Spinco’s charter or bylaws, or (D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment);

(iii) liquidate or partially liquidate Spinco, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into Spinco or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));

(iv) cause or permit Spinco to cease to engage in the Active Trade or Business;

(v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of Spinco (the “Spinco SAG”) held immediately before the Internal Distribution (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets to any member of the Spinco SAG, (B) sales, transfers or dispositions of assets in the Ordinary Course of Business of Spinco, (C) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (D) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (E) any mandatory or optional repayments (or prepayments) of any indebtedness of Spinco or any of its Subsidiaries); or

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(vi) redeem or otherwise repurchase (directly or indirectly) any Spinco Stock, except to the extent such redemptions or repurchases satisfies Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48).

(b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in Spinco Stock that, when combined with any other acquisitions of Spinco Stock that occur after the Distributions (but excluding any other acquisition described in clause (ii)) comprises 35% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of Spinco Stock and any amendment to the certificate of incorporation (or other organizational documents) of Spinco shall be treated as an indirect acquisition of Spinco Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by Spinco of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of Spinco Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of Spinco Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided, that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c) If Spinco merges or consolidates with another entity to form a new entity, references in this Agreement to Spinco shall be to that new entity and Spinco Stock shall refer to the capital stock or other relevant instruments or rights of that new entity.

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(d) The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04. Consent to Take Certain Restricted Actions. (a) Spinco may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.03(a) if (i) DTE consents in writing to any such action, which consent shall be at DTE’s sole and absolute discretion or (ii) Spinco has received Legal Comfort with respect to such action. For the avoidance of doubt, neither DTE’s written consent pursuant to this Section 4.04(a) nor Spinco’s receipt of Legal Comfort shall relieve Spinco of its indemnification obligations under Section 2.02(b).

(b) For purposes of this Agreement, “Legal Comfort” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to DTE in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment. In determining whether an Unqualified Tax Opinion is satisfactory, DTE may consider, among other factors, the appropriateness of any underlying assumptions or representations and DTE’s views on the substantive merits of the legal analysis contained therein, and DTE may determine that no Unqualified Tax Opinion would be acceptable to DTE.

(c) For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to DTE in DTE’s sole and absolute discretion, that permits reliance by DTE. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the action in question did not occur.

SECTION 4.05. Procedures Regarding Opinions and Rulings. (a) If Spinco notifies DTE that it desires to take a restricted action described in Section 4.03(a) and DTE requires Legal Comfort as a condition to consenting to such restricted action pursuant to Section 4.04(b), DTE shall use commercially reasonable efforts to expeditiously obtain, or assist Spinco in obtaining, such Legal Comfort. Notwithstanding the foregoing, DTE shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, Spinco fails to certify that all information and representations relating to Spinco or any Subsidiary of Spinco in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. Spinco shall reimburse DTE for all reasonable out-of-pocket costs and expenses incurred by DTE or any Subsidiary of DTE in obtaining Legal Comfort within 10 business days after receiving an invoice from DTE therefor.

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(b) Notwithstanding anything herein to the contrary, Spinco shall not seek any Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions).

(c) DTE shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of Tax counsel or an accounting firm relating to the Transactions at any time in DTE’s sole discretion. Spinco, at the request of DTE, shall use commercially reasonable efforts to expeditiously obtain, or assist DTE in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. DTE shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by DTE within 30 days after receiving an invoice from Spinco therefor.

(d) DTE shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Spinco shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.05(a) or that can reasonably be expected to affect Spinco’s liabilities under this Agreement, DTE shall (1) keep Spinco informed of all material actions taken or proposed to be taken by DTE, (2) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (3) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling.

SECTION 4.06. Notification and Certification Regarding Certain Acquisition Transactions. If Spinco proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, Spinco shall undertake in good faith to provide DTE, no later than 10 business days prior to signing any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of Spinco Stock to be acquired) and a brief explanation as to why Spinco believes that such transaction does not result in the application of Section 355(a)(1)(B), 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 35%.

SECTION 4.07. Reporting. DTE and Spinco shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take, and shall not cause any of its Subsidiaries to take, any position on any Tax Return that is inconsistent with such qualification.

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SECTION 4.08. Tax Treatment of Certain Amounts Paid Pursuant to the EMA. Amounts paid pursuant to the EMA shall be treated in the manner as described in the EMA and Section 5.05.

SECTION 4.09. Protective Section 336(e) Election. (a) DTE will make a Protective Section 336(e) Election with respect to each of the Distributions. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election with respect to each of the Distributions as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. Spinco will cooperate with DTE to facilitate the making of such election.

(b) If Spinco realizes a Tax benefit from the step-up in Tax basis resulting from a failure of any of the Distributions to qualify (in whole or in part) for its Intended Tax Treatment and the election described in Section 4.09(a), unless Spinco has indemnified DTE for the resulting Transaction Taxes under Section 2.02(b), Spinco shall make quarterly payments to DTE in an amount equal to the actual Tax savings, as and when realized, arising from the step-up in Tax basis resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

SECTION 4.10. Actions after the Distribution on the Distribution Date. Spinco will not take any action on the Distribution Date after the External Distribution that is outside the Ordinary Course of Business of Spinco.

SECTION 4.11. Actions after the Distribution Date for Remainder of Calendar Year. (a) From and after the Distribution Date, Spinco shall not, without the prior consent of Parent, cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before January 1 of the calendar year immediately following the calendar year in which the Distribution Date occurs:

(b) a distribution, whether in the form of a dividend, return of capital or otherwise;

(c) a redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member;

(d) any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect;

(e) a sale of assets;

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(f) a sale of any shares of any Subsidiary of Spinco;

(g) the filing of a U.S. Internal Revenue Service Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member;

(h) any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member; or

(i) any “extraordinary reduction” (within the meaning of Section 1.245A-5T(e)(2) of the Regulations) with respect to the ownership of any Non-US Spinco Member that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) by any “controlling section 245A shareholder” (within the meaning of Section 1.245A-5T(i)(2) of the Regulations).

SECTION 4.12. Termination of Tax Sharing Agreements. Prior to the Distributions, the Parties shall terminate all Tax allocation or sharing agreements that are exclusively between one or more members of the Spinco Tax Group, on the one hand, and one or more members of the DTE Tax Group, on the other hand (other than this Agreement).

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate (and cause their respective Subsidiaries to cooperate) with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) of records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

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(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments for the relevant period.

SECTION 5.03. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b) Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.02(b), 3.03 or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b) or 3.03.

SECTION 5.04. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment, including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to the maximum applicable tax rate and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by DTE and Spinco for all Tax purposes as a distribution from Spinco to DTE immediately prior to the External Distribution (if made by Spinco to DTE) or as a contribution from DTE to Spinco immediately prior to the External Distribution (if made by DTE to Spinco), except as otherwise required by applicable Law or a Determination.

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SECTION 5.06. Tax Disputes. Notwithstanding Section 6.07, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute listed in Appendix B (a “Specified Dispute”, and any dispute other than a Specified Dispute, a “Tax Dispute”). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Accounting Firm to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Accounting Firm shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to an Accounting Firm, after 45 calendar days the Parties are unable to find an Accounting Firm willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06 shall cease to apply to that Tax Dispute.

ARTICLE VI

Miscellaneous

SECTION 6.01. Termination. This Agreement will terminate without further action at any time before the External Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.02. Applicability. This Agreement shall not apply before the External Distribution.

SECTION 6.03. Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 6.04. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 6.05. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.09 of the Separation Agreement.

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SECTION 6.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 6.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries and Affiliates (as such terms are defined in the Separation Agreement), successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Subject to Section 5.06, each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 6.07, Section 6.08 and Section 6.15 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

SECTION 6.08. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.08.

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SECTION 6.09. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 6.09 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 6.10. Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.11. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to DTE, to:

[                ]

Attn:    [                ]

e-mail: [                ]

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn:     Stephen L. Gordon, Esq.

    J. Leonard Teti II, Esq.

e-mail:  gordon@cravath.com

    lteti@cravath.com

If to Spinco, to:

[                ]

Attn:    [                ]

e-mail: [                 ]

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 6.12. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 6.13. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 6.14. Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

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SECTION 6.15. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, DTE shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Spinco shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific enforcement is an integral part of this Agreement and without that right, neither DTE nor Spinco would have entered into this Agreement.

SECTION 6.16. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.17. Interpretation. The rules of interpretation set forth in Section 11.15 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis. NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH OF THE APPLICABLE TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.18. Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Signature Page Follows]

23

DTE ENERGY COMPANY,
	by
		Name:
		Title:

DT MIDSTREAM, INC.,
	by
		Name:
		Title:

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of [                ], 2021

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01.	Definitions …………………………………………………………………………………………………………………………		1
SECTION 1.02.	Interpretation ………………………………………………………………………………………………………………………		6
ARTICLE II
ASSIGNMENT OF EMPLOYEES
SECTION 2.01.	Transferred Employees ……………………………………………………………………………………………………………		6
SECTION 2.02.	Listed Employees …………………………………………………………………………………………………………………		7
SECTION 2.03.	Non-Employment Obligation ……………………………………………………………………………………………………..		7
ARTICLE III
PENSION, RETIREMENT AND DEFERRED COMPENSATION PLANS
SECTION 3.01.	Qualified Defined Contribution Plans …………………………………………………………………………………………….		7
SECTION 3.02.	Qualified Defined Benefit Pension Plans …………………………………………………………………………………………		9
SECTION 3.03.	Nonqualified Deferred Compensation Plans ………………………………………………………………………………………		9
ARTICLE IV
WELFARE PLANS
SECTION 4.01.	Establishment of the DT Midstream Welfare Plans ………………………………………………………………………………		10
SECTION 4.02.	Coverage of DT Midstream Employees …………………………………………………………………………………………..		10
SECTION 4.03.	Welfare Plan Liabilities ………………………………………………………………………………………………………..….		11
SECTION 4.04.	Disability ……………………………………………………………………………………………………………………….….		11
SECTION 4.05.	Workers’ Compensation Claims ………………………………………………………………………………………….……….		12
SECTION 4.06.	COBRA ……………………………………………………………………………………………………………………….…..		12
SECTION 4.07.	Flexible Spending Accounts ……………………………………………………………………………….……..........................		12
SECTION 4.08.	Health Savings Accounts ……………………………………………………………………………….…….…….…….…….....		13
SECTION 4.09.	Retiree Welfare Plans ……………………………………………………………………………….…….…….…….……...…...		13
SECTION 4.10.	Vacation Buy Plan		13
ARTICLE V
CERTAIN OTHER ARRANGEMENTS
SECTION 5.01.	Other DT Midstream Benefit Arrangements ……………………………………………………….…….…….…….……...…....		13
SECTION 5.02.	No Change in Control ……………………………………………………………………………….…….…….…….……...…...		14

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SECTION 5.03.	Annual Bonuses ……………………………………………………………………………………………………………………	14
SECTION 5.04.	Severance …………………………………………………………………………………………………………..……………...	14
ARTICLE VI
STOCK PLANS
SECTION 6.01.	DT Midstream Stock Plan …………………………………………………………………………………………………………	14
SECTION 6.02.	Restricted Stock Awards Held by DT Midstream Employees …………………………………………………….………………	15
SECTION 6.03.	Performance Share Awards Held by DT Midstream Employees ………………………………………………….………………	15
SECTION 6.04.	Approval and Terms of Equity Awards ……………………………………………………………………………………………	16
ARTICLE VII
COMPENSATION MATTERS AND GENERAL BENEFIT MATTERS
SECTION 7.01.	Cessation of Participation in DTE Energy Benefit Plans ………………………………………………………….………………	17
SECTION 7.02.	Assumption of Certain Employee Related Obligations …………………………………………………………....………………	17
SECTION 7.03.	Restrictive Covenants in Employment and Other Agreements …………………………………………………....………………	18
SECTION 7.04.	Past Service Credit ………………………………………………………………………………………………....………………	18
SECTION 7.05.	Accrued Vacation and Other Paid Time Off ……………………………………………………………………....………………	18
SECTION 7.06.	Leaves of Absence …………………………………………………………………………………………………………………	19
SECTION 7.07.	DTE Energy Assets ………………………………………………………………………………………………..………………	19
SECTION 7.08.	Further Cooperation; Personnel Records; Data Sharing …………………………………………………………..………………	19
SECTION 7.09.	Tax Deductions …………………………………………………………………………………………………....………………	19
ARTICLE VIII
GENERAL PROVISIONS
SECTION 8.01.	Employment and Plan Rights ………………………………………………………………………………….......………………	20
SECTION 8.02.	Confidentiality …………………………………………………………………………………………………......………………	20
SECTION 8.03.	Administrative Complaints/Litigation …………………………………………………………………………......………………	20
SECTION 8.04.	Reimbursement and Indemnification ……………………………………………………………………………....………………	21
SECTION 8.05.	Entire Agreement …………………………………………………………………………………………………..………………	21
SECTION 8.06.	Section 409A ……………………………………………………………………………………………………….………………	21
SECTION 8.07.	Amendment ………………………………………………………………………………….......…………………………………	21
SECTION 8.08.	Waiver ………………………………………………………………………………….......………………………………………	21
SECTION 8.09.	Execution in Counterparts …………………………………………………………………………………......…..………………	22
SECTION 8.10.	No Third-Party Beneficiaries …………………………………………………………………………………..….………………	22
SECTION 8.11.	Notices ………………………………………………………………………………….......……………………..………………	22
SECTION 8.12.	Force Majeure ………………………………………………………………………………….......……………...………………	22
SECTION 8.13.	No Public Announcement ………………………………………………………………………………….......….………………	22
SECTION 8.14.	Limited Liability ………………………………………………………………………………….....…………….…………… …	22
SECTION 8.15.	Effect if Distribution Does Not Occur …………………………………………………………………………….………………	23
SECTION 8.16.	Miscellaneous ………………………………………………………………………………….......………………………… …...	23

Schedule A -    Listed Employees

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EMPLOYEE MATTERS AGREEMENT, dated as of [                ], 2021 by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation and wholly owned subsidiary of DTE Energy (“DT Midstream”).

WHEREAS, concurrently with the execution of this Agreement, DTE Energy and DT Midstream are entering into a Separation and Distribution Agreement (the “Distribution Agreement”), pursuant to which DTE Energy shall distribute on a pro rata basis to the holders of shares of DTE Energy common stock, without par value (“DTE Energy Shares”), its entire interest in DT Midstream by way of a dividend of all shares of DT Midstream common stock, par value $0.01 per share (“DT Midstream Shares”), owned by DTE Energy as of the Distribution Date (as defined below); and

WHEREAS, in connection with the Distribution (as defined below), DTE Energy and DT Midstream desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. As used in this Agreement:

“2021 AIP Award” has the meaning set forth in Section 5.03.

“2021 DT Midstream Annual Award” has the meaning set forth in Section 5.03.

“2021 Incentive Payment” has the meaning set forth in Section 5.03.

“2021 REP Award” has the meaning set forth in Section 5.03.

“Action” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“Agreement” means this Employee Matters Agreement together with those parts of the Distribution Agreement referenced herein and all schedules hereto and all amendments, modifications and changes hereto and thereto.

“Ancillary Agreements” means this Agreement, the TMA and the TSA and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by the Distribution Agreement, including the schedules thereto.

“Assets” means all assets, properties and rights of every kind and nature (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a) all accounting and other books, records, files and Personnel Records, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form or medium;

(b) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, including hardware systems, circuits and other computer and telecommunication assets and equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d) all interests in real property of whatever nature, including buildings, land, structures, improvements and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e) all interests in any capital stock of, or other equity interests in, any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Person; and all rights as a partner, joint venturer or participant;

(f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g) all deposits, letters of credit, performance bonds and other surety bonds;

(h) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(i) all United States, state, multinational and foreign intellectual property, including patents, copyrights, trade names, trademarks, service marks, slogans, logos, trade dresses and other source indicators and the goodwill of the business symbolized thereby; all registrations, applications, recordings, disclosures, renewals, continuations, continuations-in-part, divisions, reissues, reexaminations, foreign counterparts and other legal protections and rights related to any of the foregoing; mask works, trade secrets, inventions and other proprietary information, including know-how, processes, formulae, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals, discoveries, inventions, licenses from third parties granting the right to use any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium;

(j) all computer applications, programs, software and other code (in object and source code form), including operating software, network software, firmware, middleware, design software, design tools, systems documentation, instructions, ASP, HTML, DHTML, SHTML and XML files, cgi and other scripts, APIs, web widgets, algorithms, models, methodologies, files, documentation related to any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium now known or yet to be created;

(k) all websites, Internet URLs, domain names, social media handles and Internet user names, databases, content, text, graphics, images, audio, video, data and other copyrightable works or other works of authorship including all translations, adaptations, derivations and combinations thereof;

(l) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, subscriber, customer and vendor data, correspondence and lists, product literature and other advertising and promotional materials, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, server and traffic logs, quality records and reports and other books, records, studies, surveys, reports, plans, business records and documents;

(m) all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

(n) all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(o) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(p) all licenses (including radio and similar licenses), permits, consents, approvals and authorizations that have been issued by any Governmental Authority and all pending applications therefor;

(q) Cash, bank accounts, lock boxes and other deposit arrangements;

(r) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(s) all goodwill as a going concern and other intangible properties.

“Benefit Plan” means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, child bonding leave, educational assistance, disability or accident insurance or other employee compensation or benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored, maintained or contributed to by such entity or to which such entity is a party.

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“Borrowing” has the meaning set forth on Schedule I of the Distribution Agreement.

“Business Employee” means (a) each individual who immediately prior to the Distribution Date is employed by the DT Midstream Group, including each Transferred Employee and including any individual who is not actively at work due to a leave of absence (including vacation, holiday, child bonding, adoption or similar family-related leave, illness, injury or short-term disability) from which such employee is permitted to return to active employment in accordance with the DT Midstream Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each former employee of the DTE Energy Group, the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group whose last employment with any of such parties immediately prior to termination (before the Distribution Date) was with the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group.

“Cash” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“Cash Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or local laws.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Consents” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from, or notification requirements to, any Person other than a member of either Group.

“Consolidated Intercompany Debt Repayment” has the meaning set forth on Schedule I of the Distribution Agreement.

“Contract” means any oral or written contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“Contributions to DT Midstream” has the meaning set forth on Schedule I of the Distribution Agreement.

“Determination” means (a) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (b) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“Distribution” means the distribution by DTE Energy to the Record Holders, on a pro rata basis, of all of the outstanding DT Midstream Shares owned by DTE Energy on the Distribution Date.

“Distribution Agreement” has the meaning set forth in the recitals of this Agreement.

“Distribution Date” means the date, determined by DTE Energy in accordance with Section 5.03 of the Distribution Agreement, on which the Distribution occurs.

“DT Midstream” has the meaning set forth in the preamble of this Agreement.

“DT Midstream 2019 Performance Share Award” has the meaning set forth in Section 6.03(a).

“DT Midstream 2020 Performance Share Award” has the meaning set forth in Section 6.03(b).

“DT Midstream AIP” has the meaning set forth in Section 5.03.

“DT Midstream Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the DT Midstream Group or to which any member of the DT Midstream Group is party on or after the Distribution Date.

“DT Midstream Business” means the midstream pipeline, gathering and storage businesses and other operations of the DT Midstream Group, including as described in the Information Statement.

“DT Midstream Corporate Employee” means any DT Midstream Employee who was a Transferred Employee.

“DT Midstream Corporate Employee Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any DT Midstream Corporate Employee with respect to the DTE Energy Savings Plan, the DTE Energy Pension Plan, any DTE Energy Deferred Compensation Plan or any DTE Energy Welfare Plan.

“DT Midstream Employee” means an individual who is employed by the DT Midstream Group immediately following the Distribution Date, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, child bonding, adoption or similar family-related leave, illness, injury or short-term disability) from which such employee is permitted to return to active employment in accordance with the DT Midstream Group’s personnel policies, as in effect from time to time, or applicable Law.

2

“DT Midstream Equity Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any Substitute DT Midstream RSU Award, Substitute DT Midstream Performance Share Award, DT Midstream 2019 Performance Share Award or DT Midstream 2020 Performance Share Award.

“DT Midstream FSA” has the meaning set forth in Section 4.07.

“DT Midstream Group” means (a) DT Midstream, (b) each Person that will be a Subsidiary of DT Midstream immediately prior to the Distribution, including the entities set forth on Schedule II of the Distribution Agreement under the caption “Subsidiaries” and (c) each Person that becomes a Subsidiary of DT Midstream after the Distribution, including in each case any Person that is merged or consolidated with or into DT Midstream or any Subsidiary of DT Midstream.

“DT Midstream Legacy Employee” means any DT Midstream Employee who was employed by a member of the DT Midstream Group immediately before the Distribution Date and who was not a Transferred Employee.

“DT Midstream Legacy Employee Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any DT Midstream Legacy Employee with respect to the DTE Energy Savings Plan, the DTE Energy Pension Plan, any DTE Energy Deferred Compensation Plans or any DTE Energy Welfare Plans.

“DT Midstream Plan HSA” has the meaning set forth in Section 4.08.

“DT Midstream Post-Distribution Stock Price” means the per share price of DT Midstream Shares, which shall be equal to the average of the volume weighted average price of DT Midstream Shares, traded on a when-issued basis, for each of the three consecutive trading days immediately preceding the Distribution Date.

“DT Midstream PTO Buy” has the meaning set forth in Section 4.10.

“DT Midstream Savings Plan” has the meaning set forth in Section 3.01(a).

“DT Midstream Savings Plan Trust” means the trust maintained under the DT Midstream Savings Plan.

“DT Midstream Shares” has the meaning set forth in the recitals of this Agreement.

“DT Midstream Stock Plan” has the meaning set forth in Section 6.01.

“DT Midstream Welfare Plans” has the meaning set forth in Section 4.01.

“DT Midstream Workers’ Compensation Plan” has the meaning set forth in Section 4.05.

“DTE Energy” has the meaning set forth in the preamble of this Agreement.

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“DTE Energy Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the DTE Energy Group or to which any member of the DTE Energy Group is party.

“DTE Energy Business” means the business and operations conducted by DTE Energy and its Subsidiaries other than the DT Midstream Business.

“DTE Energy Deferred Compensation Plans” means the DTE Energy Company Supplemental Savings Plan, the DTE Energy Company Executive Supplemental Retirement Plan, the DTE Energy Company Supplemental Retirement Plan and the DTE Energy Company Executive Deferred Compensation Plan.

“DTE Energy Equity Compensation Deduction” means any income Tax deduction arising after the Distribution Date (a) with respect to any DTE Energy Restricted Share Award, DTE Energy Performance Share Award or DTE Energy Phantom Share Award, in each case, that is held as of immediately prior to the Distribution by any Person who does not become a DT Midstream Employee or (b) with respect to any Vested 2019 DTE Energy Performance Share Award or Vested 2020 DTE Energy Performance Share Award.

“DTE Energy FSA” has the meaning set forth in Section 4.07.

“DTE Energy Group” means DTE Energy and each of its Subsidiaries, but excluding any member of the DT Midstream Group.

“DTE Energy Indemnitees” means DTE Energy, each other member of the DTE Energy Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing.

“DTE Energy Pension Plan” means the DTE Energy Company Retirement Plan.

“DTE Energy Performance Share Award” means a performance share award granted under the DTE Energy Stock Plan and outstanding prior to the Distribution Date.

“DTE Energy Phantom Share Award” means a share of phantom stock granted under the DTE Energy Stock Plan and outstanding as of the Distribution Date.

“DTE Energy Plan HSA” has the meaning set forth in Section 4.08.

“DTE Energy Pre-Distribution Stock Price” means the per share price of DTE Energy Shares, determined on a pre-Distribution basis, which shall be equal to the average of the volume weighted average price of DTE Energy Shares, traded with due bills, for each of the three consecutive trading days immediately preceding the Distribution Date.

“DTE Energy Restricted Stock Award” means a DTE Energy Share that is subject to forfeiture, granted under the DTE Energy Stock Plan and outstanding as of the Distribution Date.

“DTE Energy Retiree Welfare Plans” means the DTE Energy Company Comprehensive Retiree Group Health Care Plan, the DTE Energy Company Comprehensive Non-Health Welfare Benefit Plan, the DTE Supplemental Retiree Benefit Plan, and the DTE Energy Retiree Reimbursement Arrangement Plan.

4

“DTE Energy Savings Plan” means the DTE Energy Company Savings and Stock Ownership Plan.

“DTE Energy Shares” has the meaning set forth in the recitals of this Agreement.

“DTE Energy Stock Plan” means the DTE Energy Company Long-Term Incentive Plan, as amended and restated from time to time.

“DTE Energy VB” has the meaning set forth in Section 4.10.

“DTE Energy Welfare Plan” means a Welfare Plan that is a DTE Energy Benefit Plan.

“DTE Energy Workers’ Compensation Plan” means any workers’ compensation plan that is a DTE Energy Benefit Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Forfeited 2019 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(a).

“Forfeited 2020 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(b).

“Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any Consents, registrations or permits to be obtained from, any Governmental Authority.

“Governmental Authority” means any Federal, state, local, foreign, international or multinational court, government, quasi-government , department, commission, board, bureau, agency, official or other legislative, judicial, tribunal, commission, regulatory, administrative or governmental authority.

“Group” means either the DTE Energy Group or the DT Midstream Group, or both, as the context requires.

“Information Statement” means the Information Statement made available on the Internet or mailed to the holders of DTE Energy Shares in connection with the Distribution, as such Information Statement may be amended or supplemented from time to time.

“Intercompany Debt Refinancing” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Restructuring” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Transactions” means the Internal Restructuring, Intercompany Debt Refinancing, Borrowing, Consolidated Intercompany Debt Repayment, Cash Distribution, Internal Distribution, Specified Asset Distribution, Contributions to DT Midstream and Recapitalization, each as described on Schedule I of the Distribution Agreement.

“IRS” means the Internal Revenue Service.

“Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.

“Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, including those arising under the Distribution Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ fees, the costs and expenses of all assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

“Listed Employees” has the meaning set forth in Section 2.02.

“Offer Employee Transfer Date” means the date following the Distribution Date on which a Listed Employee commences employment with the DT Midstream Group.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Pension Plan” means any Benefit Plan that is a pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Person” means an individual, a general or limited partnership, a corporation, an association, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

“Personnel Records” means all personnel files, data and other personnel information that relates to (a) in the case of the DTE Energy Group, any current or former employee, officer, director or other service provider of the DTE Energy Group and any Business Employee (other than a DT Midstream Employee) or any other service provider of the DT Midstream Group immediately following the Distribution Date), or (b) in the case of the DT Midstream Group, any DT Midstream Employee and any other service provider of the DT Midstream Group immediately following the Distribution Date and, in each case under clauses (a) and (b), other than files, data and information that are (or is) prohibited from being made available as a result of applicable Laws regarding the safeguarding of data privacy or any other legal obligation to maintain the confidentiality of such files, data or information.

“Recapitalization” has the meaning set forth on Schedule I of the Distribution Agreement.

“Record Date” means the close of business on the date determined by the DTE Energy board of directors as the record date for determining the DTE Energy Shares in respect of which DT Midstream Shares will be distributed pursuant to the Distribution.

“Record Holders” means the holders of DTE Energy Shares as of the Record Date.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, license or other encumbrance of any nature whatsoever.

“Shared Contract” means any Contract of any member of either Group with a third party that relates in any material respect to both the DT Midstream Business and the DTE Energy Business, including the contracts and agreements set forth on Schedule XIV of the Distribution Agreement; provided that the Parties may, by mutual consent, elect to include in, or exclude from, this definition any contract or agreement.

“Specified Asset Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“Subsidiary” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.

“Substitute DT Midstream Performance Share Award” has the meaning set forth in Section 6.03(c).

“Substitute DT Midstream RSU Award” has the meaning set forth in Section 6.02.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Taxes” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“TMA” means the Tax Matters Agreement dated as of the date of this Agreement by and between DTE Energy and DT Midstream.

“Transactions” means the Internal Transactions and the Distribution.

“Transferred Employee” means each employee of the DTE Energy Group whose employment shall have been transferred from the DTE Energy Group to the DT Midstream Group prior to the Distribution Date.

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“TSA” means the Transition Services Agreement dated as of the date of this Agreement between DTE Energy and DT Midstream.

“Vested 2019 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(a).

“Vested 2020 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(b).

“Welfare Plan” means any Benefit Plan that is an employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Workers’ Compensation Event” means the event, injury, illness or condition giving rise to a workers’ compensation claim with respect to a DT Midstream Employee.

SECTION 1.02. Interpretation. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to refer to any gender identity as the context requires. The terms “hereof,” “herein,” “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement, the Distribution Agreement or the other Ancillary Agreement to which such schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

ARTICLE II

ASSIGNMENT OF EMPLOYEES

SECTION 2.01. Transferred Employees. As of the date immediately prior to the Distribution Date, the employment of the Transferred Employees by any member of the DTE Energy Group shall have been assigned and transferred to a member of the DT Midstream Group.

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SECTION 2.02. Listed Employees. For 12 months following the Distribution Date, DT Midstream shall have the right to solicit and offer employment with the DT Midstream Group to the employees listed on Schedule A (the “Listed Employees”). In the event any Listed Employee accepts such offer of employment from and commences employment with the DT Midstream Group, the Parties shall use commercially reasonable efforts, subject to applicable Laws and the terms and conditions of the applicable Benefit Plans, to treat such Listed Employee as a DT Midstream Employee or a DT Midstream Corporate Employee, as applicable, for all purposes of this Agreement, including the DTE Energy Benefit Plans and the DT Midstream Benefit Plans but excluding Article VI of this Agreement, as of the Offer Employee Transfer Date.

SECTION 2.03. Non-Employment Obligation. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any obligation on the part of the DT Midstream Group or the DTE Energy Group to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from “at will.” Unless required pursuant to the terms of the applicable Benefit Plan or applicable Law, the Parties agree that none of the Transactions shall result in any Business Employees being deemed to have incurred a termination of employment or being eligible to receive severance benefits solely as a result of the Distribution.

ARTICLE III

PENSION, RETIREMENT AND DEFERRED COMPENSATION PLANS

SECTION 3.01. Qualified Defined Contribution Plans. (a) Establishment of the DT Midstream Savings Plan. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain a 401(k) profit sharing plan and trust for the benefit of DT Midstream Employees that is intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “DT Midstream Savings Plan”). If the DT Midstream Savings Plan is not adopted in the form of a pre-approved plan for which the IRS has issued an opinion letter, as soon as practicable after the adoption of the DT Midstream Savings Plan, or as otherwise required under Revenue Procedure 2007-44, DT Midstream shall submit an application to the IRS for a determination letter that the DT Midstream Savings Plan is qualified under Section 401(a) of the Code and that the related DT Midstream Savings Plan Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with DT Midstream’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each DT Midstream Employee shall be eligible to participate in the DT Midstream Savings Plan, which shall recognize the service of such DT Midstream Employee with DTE Energy and its Subsidiaries for purposes of any applicable waiting period, service condition or vesting with respect to applicable employer contributions from DT Midstream following the Distribution Date.

(b) DTE Energy Savings Plan. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Savings Plan and the DTE Energy Savings Plan shall retain all Assets and Liabilities arising out of or relating to the DTE Energy Savings Plan, including those relating to each Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Savings Plan (including distributions pursuant to Section 3.01(c)). As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Savings Plan, other than with respect to benefit accruals as of the Distribution Date.

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(c) Savings Plan Rollover. As of the Distribution Date, the DTE Energy Savings Plan shall permit each DT Midstream Employee to elect, and the DT Midstream Group shall cause the DT Midstream Savings Plan to accept, in accordance with applicable Law and the terms of the DTE Energy Savings Plan and the DT Midstream Savings Plan, a rollover of the account balances (including earnings through the date of transfer but excluding promissory notes evidencing all outstanding loans) of such DT Midstream Employee under the DTE Energy Savings Plan, if such rollover is elected in accordance with applicable Law and the terms of the DTE Energy Savings Plan and by such DT Midstream Employee. Upon completion of a rollover of all or part of the account balance of any DT Midstream Employee, as described in this Section 3.01(c), DT Midstream and the DT Midstream Savings Plan shall be responsible for all Liabilities of the DTE Energy Group under the DTE Energy Savings Plan with respect to the portion of the account balance of the DT Midstream Employee whose full or partial account balance was rolled over to the DT Midstream Savings Plan (and his or her respective beneficiaries), and the DTE Energy Group and the DTE Energy Savings Plan shall have no Liabilities to provide the former DTE Energy Savings Plan participant (or any of the former participant’s beneficiaries) with benefits under the DTE Energy Savings Plan with respect to the portion of the former participant’s account balance so rolled over. In the event a DT Midstream Employee elects a rollover of all or part of such DTE Midstream Employee’s account balance under the DTE Energy Savings Plan in accordance with this Section 3.01(c), any promissory notes evidencing outstanding loans under the account shall be subject to the terms and conditions of the DTE Energy Savings Plan.

(d) Employer Savings Plan Contributions. The DTE Energy Group shall remain responsible for making all employer contributions under the DTE Energy Savings Plan with respect to any DT Midstream Employee attributable to compensation earned prior to the Distribution Date and paid by the DTE Energy Group; provided that, any such employer contributions shall be made by the DTE Energy Group prior to any rollover elected by a DT Midstream Employee under Section 3.01(c). The DTE Energy Group shall cause the DTE Energy Savings Plan to be amended as necessary to fully vest any employer contributions made to the accounts of DT Midstream Employees that are unvested as of the Distribution Date. On and after the Distribution Date, the DT Midstream Group shall be responsible for all employer contributions under the DT Midstream Savings Plan attributable to service performed by DT Midstream Employees after the Distribution Date.

(e) Limitation of Liability; Cooperation. The DTE Energy Group shall have no Liability with respect to the DT Midstream Savings Plan following the Distribution Date, including responsibility for any failure of DT Midstream to properly administer the DT Midstream Savings Plan in accordance with its terms and applicable Law and any failure to properly administer the accounts of DT Midstream Employees and their respective beneficiaries, including accounts rolled over in accordance with Section 3.01(c), in such DT Midstream Savings Plan. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Savings Plan in connection with providing benefits to DT Midstream Employees in accordance with the terms of the DTE Energy Savings Plan, including by exchanging any necessary participant records.

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SECTION 3.02. Qualified Defined Benefit Pension Plans. Following the Distribution Date, the DTE Energy Group shall retain sponsorship of the DTE Energy Pension Plan and the DTE Energy Pension Plan shall retain all Assets and Liabilities arising out of or relating to the DTE Energy Pension Plan, including those relating to each Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Pension Plan. As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Pension Plan, other than with respect to benefit accruals as of the Distribution Date. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Pension Plan in connection with providing benefits to DT Midstream Employees in accordance with the terms of the DTE Energy Pension Plan, including by exchanging any necessary participant records. For the avoidance of doubt, in no event shall any DT Midstream Employee who is not a participant in, or has not vested in a benefit under, the DTE Energy Pension Plan prior to the Distribution Date become eligible to receive payments or benefits under the DTE Energy Pension Plan following the Distribution Date.

SECTION 3.03. Nonqualified Deferred Compensation Plans. Following the Distribution Date, the DTE Energy Group shall retain sponsorship of the DTE Energy Deferred Compensation Plans and all Assets and Liabilities arising out of or relating to the DTE Energy Deferred Compensation Plans, including those relating to any Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the applicable DTE Energy Deferred Compensation Plan. As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Deferred Compensation Plans, other than with respect to benefit accruals as of the Distribution Date. The DTE Energy Group shall cause the DTE Energy Deferred Compensation Plans to be amended as necessary to fully vest all contributions or benefits accrued by any DTE Midstream Employee as of the Distribution Date. The payment or distribution of any compensation to which any DT Midstream Employee (and their respective beneficiaries) is entitled under the DTE Energy Deferred Compensation Plans shall occur upon the time or times provided for under the applicable DTE Energy Deferred Compensation Plan and such DT Midstream Employee’s deferral or distribution elections, as applicable. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any DT Midstream Employee, including by exchanging any necessary participant records.

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ARTICLE IV

WELFARE PLANS

SECTION 4.01. Establishment of the DT Midstream Welfare Plans. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain Welfare Plans for the benefit of DT Midstream Employees (the “DT Midstream Welfare Plans”).

SECTION 4.02. Coverage of DT Midstream Employees. As of the Distribution Date, each DT Midstream Employee shall become eligible to participate in the DT Midstream Welfare Plans, subject to the terms of such plans. To the extent applicable to any DT Midstream Welfare Plans in which DT Midstream Employees become eligible as of the Distribution Date that provide benefits similar to the benefits that had been provided to such persons under a DTE Energy Welfare Plan immediately prior to such date, DT Midstream shall cause the DT Midstream Welfare Plans to recognize all coverage and contribution elections made by the DT Midstream Employees under the DTE Energy Welfare Plans in effect for the period immediately prior to the Distribution Date and shall apply such elections under the DT Midstream Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. All beneficiary designations made by DT Midstream Employees under the DTE Energy Welfare Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the DT Midstream Welfare Plans until such beneficiary designations are replaced or revoked by the DT Midstream Employee who made the beneficiary designation in accordance with the terms of such plans. With respect to each DT Midstream Employee, each DT Midstream Welfare Plan shall provide that for purposes of determining eligibility to participate, vesting and calculation of, and entitlement to, benefits, service by the DT Midstream Employee prior to the Distribution Date with DTE Energy and its Subsidiaries shall be treated as service with the DT Midstream Group. DT Midstream shall cause each DT Midstream Welfare Plan to waive any waiting periods, evidence of insurability requirements and the application of any preexisting condition limitations with respect to each DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents). DT Midstream shall cause each DT Midstream Welfare Plan to honor any deductible, co-payment and out-of-pocket maximums incurred by each DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) under the DTE Energy Welfare Plans in which such DT Midstream Employee participated immediately prior to the Distribution Date, if any, in satisfying any deductibles, co-payments or out-of-pocket maximums under the DT Midstream Welfare Plans in which such DT Midstream Employee is eligible to participate after the Distribution Date in the same plan year in which any such deductibles, co-payments or out-of-pocket maximums were incurred. All amounts credited or applied to any annual or lifetime benefit limitation under a DTE Energy Welfare Plan with respect to a DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) shall be credited or applied to the annual or lifetime benefit limitation for such DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) under the corresponding DT Midstream Welfare Plan.

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SECTION 4.03. Welfare Plan Liabilities. (a) DT Midstream Liabilities. Except as provided in clause (b) of this Section 4.03, the DT Midstream Group and the DT Midstream Welfare Plans, as applicable, shall retain and be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred with respect to any DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) on or after the Distribution Date under the DT Midstream Welfare Plans, and no member of the DTE Energy Group or the DTE Energy Welfare Plans shall assume or retain any such Liabilities.

(b) DTE Energy Liabilities. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Welfare Plans. Except as provided in Sections 4.04, 4.05 and 4.07, the DTE Energy Group and the DTE Energy Welfare Plans shall retain and continue to be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred with respect to any Business Employee (and, if applicable, such Business Employee’s participating spouse and/or dependents) prior to the Distribution Date, whether such claims have been paid or remain unpaid as of such date, and the DT Midstream Welfare Plans shall not assume or retain any such Liabilities. DT Midstream shall reimburse DTE Energy Group for claims incurred but not paid as of the Distribution Date with respect to any DT Midstream Employee (other than a Transferred Employee). Except as provided in Section 4.05, as of the Distribution Date, each DT Midstream Employee shall cease participation in the DTE Energy Welfare Plans (other than the DTE Energy Retiree Welfare Plans in accordance with the terms of such DTE Energy Retiree Welfare Plans).

(c) Claims Incurred. Claims for purposes of this Section 4.03 shall be considered to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of hospital confinement), upon provision of such services, materials or supplies and (ii) life, long-term disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment, injury, illness, or other event giving rise to such benefits.

SECTION 4.04. Disability. (a) DT Midstream shall assume all Liabilities related to extended (short-term) disability benefits payable to a DT Midstream Employee after the Distribution Date, even if the disability giving rise to the benefits first occurred before the Distribution Date.

(b) The DTE Energy Welfare Plans shall retain any Liabilities related to long-term disability benefits payable under the terms of the DTE Energy Welfare Plans to any Business Employee as a result of any disability that first arose before the Distribution Date. The DT Midstream Welfare Plans shall retain and be responsible for any Liabilities related to long-term disability benefits payable under the terms of the DT Midstream Welfare Plans to any DT Midstream Employee as a result of any disability that first arises on or after the Distribution Date.

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SECTION 4.05. Workers’ Compensation Claims. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain a workers’ compensation plan of the DT Midstream Group (each, a “DT Midstream Workers’ Compensation Plan”) for the benefit of DT Midstream Employees. In the case of any workers’ compensation claim of any DT Midstream Employee in respect of his or her employment with the DTE Energy Group or the DT Midstream Group, such claim shall be covered (a) under the applicable DTE Energy Workers’ Compensation Plan if the Workers’ Compensation Event occurred prior to the Distribution Date and (b) under the applicable DT Midstream Workers’ Compensation Plan if the Workers’ Compensation Event occurs on or after the Distribution Date. If the Workers’ Compensation Event occurs over a period both preceding and following the Distribution, the claim shall be jointly covered under the DTE Energy Workers’ Compensation Plan and the DT Midstream Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution.

SECTION 4.06. COBRA. In the event that a Business Employee or his or her qualified beneficiary was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA prior to the Distribution Date, DTE Energy and the applicable DTE Energy Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. In the event a DT Midstream Employee or his or her qualified beneficiary becomes eligible to receive continuation health coverage pursuant to COBRA on or following the Distribution Date, DT Midstream and the DT Midstream Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. DT Midstream shall indemnify, defend and hold harmless the members of the DTE Energy Group from and against all Liabilities relating to, arising out of or resulting from COBRA provided by DT Midstream, or the failure of DT Midstream to meet its COBRA obligations, to DT Midstream Employees and their respective eligible dependents. The DTE Energy Welfare Plans shall not treat the Distribution as a COBRA qualifying event for any DT Midstream Employee (or any eligible dependent of a DT Midstream Employee).

SECTION 4.07. Flexible Spending Accounts. As of the Distribution Date, each DT Midstream Employee shall cease participation in the DTE Energy FSA (the “DTE Energy FSA”) and shall become eligible to participate in a flexible spending account plan established by DT Midstream (the “DT Midstream FSA”), subject to the terms of such plan. Effective as of the Distribution Date, the DT Midstream FSA shall credit or debit the applicable account of each DT Midstream Employee who, as of the Distribution Date, was a participant in the flexible spending account plan maintained by the DTE Energy Group with an amount equal to the balance of his or her account under the DTE Energy FSA as of the Distribution Date, and shall continue his or her elections thereunder. If the claims made against a DT Midstream Employee’s DTE Energy FSA account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, DT Midstream shall reimburse the DTE Energy Group for the aggregate amount of such difference. If the amounts credited to a DT Midstream Employee’s DTE Energy FSA account at the Distribution Date exceed the claims made against such account prior to the Distribution Date, the DTE Energy Group shall reimburse DT Midstream for the aggregate amount of such difference. As of the Distribution Date, the DT Midstream FSA shall assume responsibility for all outstanding dependent care and medical care claims under the DTE Energy FSA of each DT Midstream Employee and shall assume and perform the obligations from and after the Distribution Date. From and after the Distribution Date, the DTE Energy Group shall provide DT Midstream with such information within the DTE Energy Group’s possession that DT Midstream may reasonably request to enable it to verify any claims or contribution information pertaining to the DTE Energy FSA.

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SECTION 4.08. Health Savings Accounts. Any DT Midstream Employee who was contributing to a health savings account in connection with the DT Midstream Employee’s participation in the DTE Energy Welfare Plans (a “DTE Energy Plan HSA”) shall retain ownership of such DTE Energy Plan HSA following the Distribution Date. DT Midstream shall take all actions as are necessary to enable any eligible DT Midstream Employee to make health savings account contributions in connection with such DT Midstream Employee’s participation in the DT Midstream Welfare Plans (a “DT Midstream Plan HSA”) following the Distribution Date. Following the date of this Agreement, the Parties shall use commercially reasonable efforts to cooperate in transferring the DTE Energy Plan HSAs of DT Midstream Employees to the respective DT Midstream Plan HSAs of such DT Midstream Employees.

SECTION 4.09. Retiree Welfare Plans. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Retiree Welfare Plans and all Liabilities arising out of or relating to the DTE Energy Retiree Welfare Plans relating to any Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Retiree Welfare Plans. The DTE Energy Retiree Welfare Plans shall retain all Assets relating to the DTE Energy Retiree Welfare Plans. The DTE Energy Group shall cause (a) each DTE Energy Retiree Welfare Plan (other than the DTE Supplemental Retiree Benefit Plan) to be amended as necessary to provide to each DT Midstream Employee who is a participant therein immediately prior to the Distribution Date with five additional years of age and service credit solely for vesting purposes effective as of the Distribution Date and (b) the DTE Supplemental Retiree Benefit Plan to be amended as necessary to fully vest any employer contributions made to the accounts of DT Midstream Employees that are unvested as of the Distribution Date. Any benefits in respect of DT Midstream Employees that remain unvested after giving effect to the foregoing as of the Distribution Date shall be treated in accordance with the terms of the applicable DTE Energy Retiree Welfare Plan. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Retiree Welfare Plans for purposes of satisfying any obligations relating to the participation of any DT Midstream Employee, including by exchanging any necessary participant records.

SECTION 4.10. Vacation Buy Plan. As of the Distribution Date, each DT Midstream Employee shall cease participation in the vacation buy plan maintained by the DTE Energy Group (the “DTE Energy VB”) and shall become eligible to participate in a paid-time off buy plan established by DT Midstream (the “DT Midstream PTO Buy”), subject to the terms of such plan. Effective as of the Distribution Date, the DT Midstream PTO Buy shall credit or debit the applicable account of each DT Midstream Employee who, as of the Distribution Date, was a participant in the DTE Energy VB with an amount equal to the balance of his or her account under the DTE Energy VB as of the Distribution Date, and shall continue his or her elections thereunder. If the claims made against a DT Midstream Employee’s DTE Energy VB account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, DT Midstream shall reimburse the DTE Energy Group for the aggregate amount of such difference. If the amounts credited to a DT Midstream Employee’s DTE Energy VB at the Distribution Date exceed the claims made against such account prior to the Distribution Date, the DTE Energy Group shall reimburse DT Midstream for the aggregate amount of such difference. As of the Distribution Date, the DT Midstream PTO Buy shall assume responsibility for payment of all vacation time purchased by a DT Midstream Employee before the Distribution Date but unused as of the Distribution Date, consistent with the terms of the DT Midstream PTO Buy. From and after the Distribution Date, the DTE Energy Group shall provide DT Midstream with such information within the DTE Energy Group’s possession that DT Midstream may reasonably request to enable it to verify any claims or contribution information pertaining to the DTE Energy VB.

ARTICLE V

CERTAIN OTHER ARRANGEMENTS

SECTION 5.01. Other DT Midstream Benefit Arrangements. Effective on or before the Distribution Date, the DT Midstream Group shall adopt, establish and maintain Benefit Plans (other than Pension Plans and Welfare Plans providing post-employment benefits other than COBRA) for the benefit of the DT Midstream Employees and shall be solely responsible for all Liabilities with respect to such DT Midstream Benefit Plans.

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SECTION 5.02. No Change in Control. The Distribution shall not constitute a “change in control” (or term of similar meaning) for purposes of any DTE Energy Benefit Plan.

SECTION 5.03. Annual Bonuses. Effective as of the Distribution Date, the DT Midstream Group shall establish an annual bonus program for the 2021 performance period (the “DT Midstream AIP”) for the benefit of each DT Midstream Employee who was granted an annual incentive award for 2021 under the DTE Energy Company Annual Incentive Plan (a “2021 AIP Award”) or the DTE Energy Rewarding Employees Plan (a “ 2021 REP Award”). As of the Distribution Date, each DT Midstream Employee shall cease to be an eligible participant in the DTE Energy Company Annual Incentive Plan and the DTE Energy Rewarding Employees Plan, in accordance with the terms of such plans. Effective as of the Distribution Date, DT Midstream shall have granted to each such DT Midstream Employee an annual incentive for the 2021 performance period under the DT Midstream AIP (each, a “2021 DT Midstream Annual Award”). On the Distribution Date, DTE Energy shall (a) provide to DT Midstream documentation detailing the estimated performance achievement and accrued liability with respect to the 2021 AIP Award or 2021 REP Award of each Transferred Employee as of immediately prior to the Distribution Date, as determined by DTE Energy in its sole discretion, and (b) transfer to DT Midstream an amount equal to the value of the aggregate amount of such accrued liabilities (the “2021 Incentive Payment”). Following the Distribution Date, (i) DT Midstream shall have sole responsibility and Liability for administering and paying any amount due with respect to any 2021 DT Midstream Annual Award under the DT Midstream AIP or under any other annual incentive program of the DT Midstream Group or otherwise payable to any DT Midstream Employee following the Distribution Date and (ii) the DTE Energy Group shall have no Liability in respect of the 2021 AIP Awards or 2021 REP Awards, other than the 2021 Incentive Payment as described in this Section 5.03.

SECTION 5.04. Severance. Effective as of the Distribution, DTE Energy shall have no Liability with respect to any severance payable to DT Midstream Employees under any severance plan, program, agreement or arrangement (whether of the DTE Energy Group, the DT Midstream Group or otherwise). It is not intended that any Business Employee will be eligible for termination or severance payments from the DTE Energy Group or the DT Midstream Group as a result of the transfer or change of employment from the DTE Energy Group to the DT Midstream Group or from the DT Midstream Group to the DTE Energy Group or the occurrence of the Distribution.

ARTICLE VI

STOCK PLANS

SECTION 6.01. DT Midstream Stock Plan. Effective on or before the Distribution Date, the DT Midstream Group shall adopt, establish and maintain an equity compensation plan (the “DT Midstream Stock Plan”).

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SECTION 6.02. Restricted Stock Awards Held by DT Midstream Employees. Each DTE Energy Restricted Stock Award held as of immediately prior to the Distribution by any Business Employee who will become a DT Midstream Employee shall be converted into a DT Midstream restricted stock unit award granted under the DT Midstream Stock Plan (a “Substitute DT Midstream RSU Award”). The number of DT Midstream Shares subject to the Substitute DT Midstream RSU Award shall be equal to the number of DTE Energy Shares subject to the DTE Energy Restricted Stock Award held as of immediately prior to the Distribution multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price. Each Substitute DT Midstream RSU Award shall vest based on the holder’s employment with the DT Midstream Group. Each Substitute DT Midstream RSU Award shall have substantially the same terms and conditions as the corresponding DTE Energy Restricted Stock Award, except that the holder thereof shall not have any rights as a stockholder in respect of such Substitute DT Midstream RSU Award until DT Midstream Shares are delivered in settlement of such Substitute DT Midstream RSU Award and as otherwise provided herein. For the avoidance of doubt, in no event shall any DT Midstream Employee be eligible for (a) vesting with respect to any DTE Energy Restricted Stock Award or (b) accelerated vesting with respect to any Substitute DT Midstream RSU Award solely as a result of the Distribution.

SECTION 6.03. Performance Share Awards Held by DT Midstream Employees. (a) 2019 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2019 and held as of immediately prior to the Distribution (or immediately prior to the Record Date, solely to the extent DTE Energy elects to settle such award prior thereto) by any Business Employee who will become a DT Midstream Employee shall (i) vest as to two-thirds of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award based on actual performance as of December 31, 2020, as determined by the Organization and Compensation Committee of the DTE Energy board of directors in its sole discretion and (ii) forfeit as to one-third of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award (the portion described in clause (i), a “Vested 2019 DTE Energy Performance Share Award” and the portion described in clause (ii), a “Forfeited 2019 DTE Energy Performance Share Award”). Each Vested 2019 DTE Energy Performance Share Award shall be settled by DTE Energy in its discretion (x) prior to the Record Date or (y) no later than 60 days following the Distribution Date in which case the target number of DTE Energy Shares subject to the Vested 2019 DTE Energy Performance Share Award as of immediately prior to the Distribution Date shall be appropriately adjusted as determined by DTE Energy. Effective as of the Distribution Date, DT Midstream shall grant to each DT Midstream Employee who held a Forfeited 2019 DTE Energy Performance Share Award a performance share award pursuant to the DT Midstream Stock Plan with a target number of DT Midstream Shares subject to such award equal to the target number of DTE Energy Shares subject to the Forfeited 2019 DTE Energy Performance Share Award multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price (each such award, a “DT Midstream 2019 Performance Share Award”). Each DT Midstream 2019 Performance Share Award shall have substantially the same terms and conditions as the Forfeited 2019 DTE Energy Performance Share Award to which it relates, provided that the DT Midstream 2019 Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

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(b) 2020 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2020 and held as of immediately prior to the Distribution (or immediately prior to the Record Date, solely to the extent DTE Energy elects to settle such award prior thereto) by any Business Employee who will become a DT Midstream Employee shall (i) vest as to one-third of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award based on actual performance as of December 31, 2020, as determined by the Organization and Compensation Committee of the DTE Energy board of directors in its sole discretion and (ii) forfeit as to two-thirds of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award (the portion described in clause (i), a “Vested 2020 DTE Energy Performance Share Award” and the portion described in clause (ii), a “Forfeited 2020 DTE Energy Performance Share Award”). Each Vested 2020 DTE Energy Performance Share Award shall be settled by DTE Energy in its discretion (x) prior to the Record Date or (y) no later than 60 days following the Distribution Date in which case the target number of DTE Energy Shares subject to the Vested 2020 DTE Energy Performance Share Award as of immediately prior to the Distribution Date shall be appropriately adjusted as determined by DTE Energy. Effective as of the Distribution Date, DT Midstream shall grant to each DT Midstream Employee who held a Forfeited 2020 DTE Energy Performance Share Award a performance share award pursuant to the DT Midstream Stock Plan with a target number of DT Midstream Shares subject to such award equal to the target number of DTE Energy Shares subject to the Forfeited 2020 DTE Energy Performance Share Award multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price (each such award, a “DT Midstream 2020 Performance Share Award”). Each DT Midstream 2020 Performance Share Award shall have substantially the same terms and conditions as the Forfeited 2020 DTE Energy Performance Share Award to which it relates, provided that the DT Midstream 2020 Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

(c) 2021 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2021 and held as of immediately prior to the Distribution by any Business Employee who will become a DT Midstream Employee shall be converted into a substitute DT Midstream performance share award granted under the DT Midstream Stock Plan (a “Substitute DT Midstream Performance Share Award”). The target number of DT Midstream Shares that are subject to the Substitute DT Midstream Performance Share Award shall be equal to the target number of DTE Energy Shares subject to the DTE Energy Performance Share Award held as of immediately prior to the Distribution multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price and the denominator of which is the DT Midstream Post-Distribution Stock Price. Each Substitute DT Midstream Performance Share Award shall have substantially the same terms and conditions as the DTE Energy Performance Share Award to which it relates, provided that the Substitute DT Midstream Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

SECTION 6.04. Approval and Terms of Equity Awards. DT Midstream shall adopt and approve the issuance of the converted and replacement awards provided for herein. Notwithstanding the foregoing, awards made under the DT Midstream Stock Plan pursuant to DT Midstream’s obligations under this Agreement shall take into account all employment and service with both DTE Energy and DT Midstream, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. The DT Midstream Group shall be solely responsible for all Liabilities with respect to the DT Midstream Stock Plan, including the Substitute DT Midstream RSU Awards, the DT Midstream 2019 Performance Share Awards, the DT Midstream 2020 Performance Share Awards and the Substitute DT Midstream Performance Share Awards.

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ARTICLE VII

COMPENSATION MATTERS AND GENERAL BENEFIT MATTERS

SECTION 7.01. Cessation of Participation in DTE Energy Benefit Plans. Except as otherwise provided in this Agreement or as required by the terms of any DTE Energy Benefit Plan or by applicable Law, the DTE Energy Group shall take any and all action as shall be necessary or appropriate so that participation in DTE Energy Benefit Plans by all DT Midstream Employees shall terminate as of the close of business on the date immediately prior to the Distribution Date and each member of the DT Midstream Group shall cease to be a participating employer under the terms of such DTE Energy Benefit Plans as of such time.

SECTION 7.02. Assumption of Certain Employee Related Obligations. Except as otherwise provided in this Agreement, effective as of the close of business on the date immediately prior to the Distribution, DT Midstream shall assume, and the DTE Energy Group shall have no further Liability for, the following agreements and Liabilities, and DT Midstream shall indemnify, defend and hold harmless each of the DTE Energy Indemnitees from and against any and all expenses and losses incurred or suffered by one or more of the DTE Energy Indemnitees in connection with, relating to, arising out of or due to, directly or indirectly, any of the following:

(a) all agreements entered into between the DTE Energy Group and any DT Midstream Employee or independent contractor or other service provider providing services to the DT Midstream Group immediately following the Distribution Date; provided that if any such agreement constitutes a Shared Contract, the benefits, obligations and liabilities under such agreement shall be allocated between DTE Energy and DT Midstream in accordance with Section 2.04 of the Distribution Agreement;

(b) all wages, salary, incentive compensation, commissions and bonuses payable to DT Midstream Employees on or after the Distribution Date, without regard to when such wages, salary, incentive compensation, commissions or bonuses are or may have been earned, other than wages and salary earned through the Distribution Date;

(c) all moving expenses and obligations related to relocation, repatriation, transfers, tuition assistance and adoption assistance or similar items incurred by or owed to any DT Midstream Employee on or after the Distribution Date;

(d) all immigration-related, visa, work application or similar rights, obligations and liabilities to the extent they are related to any DT Midstream Employees;

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(e) all offer letters and letter agreements entered into between (i) the DTE Energy Group, the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group and (ii) any DT Midstream Employee providing for ongoing benefits and/or compensation for such DT Midstream Employee; and

(f) all Liabilities of the DT Midstream Group or in respect of the operation or conduct of the DT Midstream Business as conducted at any time (whether prior to or after the Distribution) or any other business conducted by DT Midstream or any other member of the DT Midstream Group at any time after the Distribution, in each case, with respect to claims made by or with respect to DT Midstream Employees relating to any Benefit Plan not otherwise retained or assumed by the DTE Energy Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by the DT Midstream Group or any officer, director, employee or agent thereof prior to the Distribution Date.

SECTION 7.03. Restrictive Covenants in Employment and Other Agreements. To the extent permitted under applicable Law, following the Distribution, the DT Midstream Group shall be considered to be successors to the DTE Energy Group for purposes of all agreements containing restrictive covenants (including confidentiality provisions) between the DTE Energy Group and any Business Employee executed prior to the Distribution Date such that the DTE Energy Group and the DT Midstream Group shall all enjoy the rights and benefits under such agreements, with respect to their respective business operations; provided, however, that (a) in no event shall the DTE Energy Group be permitted to enforce any restrictive covenants against any Business Employees in their capacity as employees of the DT Midstream Group and (b) in no event shall the DT Midstream Group be permitted to enforce any restrictive covenants against any DTE Energy employees in their capacity as employees of the DTE Energy Group.

SECTION 7.04. Past Service Credit. With respect to all DT Midstream Employees, as of the Distribution Date, the DT Midstream Group shall recognize all service recognized under the comparable DTE Energy Benefit Plans for purposes of determining eligibility, participation, vesting and calculation of benefits under comparable plans and programs maintained by the DT Midstream Group; provided that there shall be no duplication of benefits for DT Midstream Employees under such DT Midstream Group plans and programs. The DTE Energy Group shall provide to DT Midstream copies of any records available to the DTE Energy Group to document such service, plan participation and membership and cooperate with DT Midstream to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to the DT Midstream Employees. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the DTE Energy Group and DT Midstream shall each comply with all applicable Laws, regulations and internal policies and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 7.05. Accrued Vacation and Other Paid Time Off. Effective as of the Distribution Date, the DT Midstream Group shall recognize and assume all liability for all paid time off and vacation, holiday, absence bank, sick leave and personal days off (other than deferred banked vacation), accrued by DT Midstream Employees as of the Distribution Date, and the DT Midstream Group shall credit each DT Midstream Employee with such converted accrued days off.

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SECTION 7.06. Leaves of Absence. The DT Midstream Group shall continue to apply all leave of absence policies as in effect immediately prior to the Distribution to inactive DT Midstream Employees who are on an approved leave of absence as of the Distribution Date. Leaves of absence taken by DT Midstream Employees prior to the Distribution Date shall be deemed to have been taken as employees of DT Midstream.

SECTION 7.07. DTE Energy Assets. Except as otherwise set forth herein, the DTE Energy Group or the DTE Energy Benefit Plans, as applicable, shall retain all reserves, bank accounts, trust funds or other balances maintained with respect to DTE Energy Benefit Plans.

SECTION 7.08. Further Cooperation; Personnel Records; Data Sharing. The Parties shall provide each other such records and information as reasonably necessary or appropriate to carry out their obligations under applicable Law or this Agreement or for the purposes of administering their respective plans and policies. Each Party shall be responsible for the accuracy of records and information provided to the other Party pursuant to this Section 7.08 and shall indemnify such other Party for any losses caused by inaccurate information that it has provided (including failure to timely provide such records and information). Subject to applicable Law, all information and records regarding employment and personnel matters of Business Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by the DTE Energy Group and DT Midstream, as applicable, in accordance with all Laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. Access to such records after the Distribution Date shall be provided to the DTE Energy Group and DT Midstream, as applicable, in accordance with Article VII of the Distribution Agreement. Notwithstanding the foregoing, the DTE Energy Group shall retain reasonable access to those records necessary for the DTE Energy Group’s continued administration of any plans or programs on behalf of Business Employees after the Distribution Date, and DT Midstream shall retain reasonable access to those records necessary for DT Midstream’s administration of any equity award or other compensation or benefit payable or administered by the DT Midstream Group after the Distribution Date, provided that such access shall be limited to individuals who have a job-related need to access such records. The DTE Energy Group shall also retain copies of all confidentiality agreements with any Business Employee in which the DTE Energy Group has a valid business interest. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the DTE Energy Group and DT Midstream shall each comply with all applicable Laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 7.09. Tax Deductions. Except as required by a Determination, (a) any DT Midstream Legacy Employee Compensation Deduction shall be claimed solely by DT Midstream or an applicable member of the DT Midstream Group, (b) any DT Midstream Corporate Employee Compensation Deduction shall be claimed solely by DTE Energy or an applicable member of the DTE Energy Group, (c) any DTE Energy Equity Compensation Deduction shall be claimed solely by DTE Energy or an applicable member of the DTE Energy Group and (d) any DT Midstream Equity Compensation Deduction shall be claimed solely by DT Midstream or an applicable member of the DT Midstream Group.

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ARTICLE VIII

GENERAL PROVISIONS

SECTION 8.01. Employment and Plan Rights. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that (a) this Agreement is not intended to create a service-related contract between any member of the DTE Energy Group or the DT Midstream Group, on the one hand, and any employee or service provider, on the other, nor may any current or former employee or service provider of the DTE Energy Group or the DT Midstream Group rely on this Agreement as the basis for any breach of any service-related contract claim against any member of the DTE Energy Group or the DT Midstream Group, (b) nothing in this Agreement shall be deemed or construed to require any member of the DTE Energy Group or the DT Midstream Group to continue to employ any particular employee or service provider for any period before or after the Distribution Date, (c) nothing in this Agreement shall be deemed or construed to limit the right of any member of the DTE Energy Group or the DT Midstream Group to terminate the employment or service of any employee or service provider at any time before or after the Distribution Date and (d) nothing in this Agreement shall be construed as establishing or amending any Benefit Plan, or any other plan, policy, agreement or arrangement for the benefit of any employee or any other person of the DTE Energy Group or the DT Midstream Group.

SECTION 8.02. Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith is confidential and is subject to the terms of the confidentiality provisions set forth in Section 7.09 of the Distribution Agreement.

SECTION 8.03. Administrative Complaints/Litigation. (a) Except as otherwise provided in this Agreement and as set forth in Section 8.03(b), as of the Distribution Date, DT Midstream shall assume, and be solely liable for, the handling, administration, investigation and defense of actions related to a DT Midstream Benefit Plan or DT Midstream Employees, including ERISA, as well as any claims based on actions occurring on or after the Distribution Date, including occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the DTE Energy Group or the DT Midstream Group by any Person other than those related to a DTE Energy Benefit Plan. Any Liabilities arising from such actions shall be deemed DT Midstream Liabilities under the Distribution Agreement.

(b) Except as otherwise provided in this Agreement, as of the Distribution Date, DTE Energy shall assume, and be solely liable for, the handling, administration, investigation and defense of actions related to a DTE Energy Benefit Plan or any current or former service provider of the DTE Energy Group who does not become a DT Midstream Employee, including ERISA, as well as any claims based on actions occurring prior to the Distribution Date, including occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the DTE Energy Group or the DT Midstream Group by any Person. Any Liabilities arising from such actions or as otherwise expressly provided in this Agreement shall be deemed DTE Energy Liabilities under the Distribution Agreement.

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SECTION 8.04. Reimbursement and Indemnification. The Parties agree to reimburse each other, within 30 days of receipt from the other Party of appropriate verification, for all costs and expenses which each may incur on behalf of the other as a result of any of the Benefit Plans and as contemplated by Sections 4.03(b), 4.07 and 4.10. All Liabilities retained, assumed or indemnified against by the DT Midstream Group pursuant to this Agreement shall be subject to indemnification under Section 6.02 of the Distribution Agreement and all Liabilities retained, assumed or indemnified against by the DTE Energy Group pursuant to this Agreement shall be subject to indemnification under Section 6.03 of the Distribution Agreement, and all such Liabilities shall be subject to the indemnification procedures set forth in Article VI of the Distribution Agreement.

SECTION 8.05. Entire Agreement. This Agreement, including any schedules hereto and the sections of the Distribution Agreement referenced herein, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 8.06. Section 409A. The Parties shall cooperate in good faith and use reasonable best efforts to ensure that the Transactions shall not result in adverse tax consequences under Section 409A of the Code to any Business Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 8.07. Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 8.08. Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

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SECTION 8.09. Execution in Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

SECTION 8.10. No Third-Party Beneficiaries. No Business Employee or other current or former employee of any member of the DTE Energy Group or any member of the DT Midstream Group (or his/her spouse, dependent or beneficiary), or any other person not a Party to this Agreement, shall be entitled to assert any claim hereunder. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third-Party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 8.11. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the terms of Section 11.05 of the Distribution Agreement.

SECTION 8.12. Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, including acts of God, acts of civil or military authority, embargoes, acts of terrorism, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) notify the other Party of the nature and extent of any such force majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as reasonably feasible.

SECTION 8.13. No Public Announcement. Neither Party hereto shall, without the prior written approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such Party shall be so obligated by Law or the rules of any regulatory body or stock exchange, in which case the other Party shall be advised and the Parties shall use their respective commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and U.S. Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

SECTION 8.14. Limited Liability. Notwithstanding any other provision of this Agreement, no Person who is a stockholder, director, employee, officer, agent or representative of DT Midstream or DTE Energy, in such individual’s capacity as such, shall have any Liability in respect of or relating to the covenants or obligations of DT Midstream or DTE Energy, as applicable, under this Agreement, the Distribution Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto, and, to the fullest extent legally permissible, each of DT Midstream and DTE Energy, for itself and its stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such individual otherwise might have pursuant to applicable Law.

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SECTION 8.15. Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution, this Agreement shall be of no further force and effect.

SECTION 8.16. Miscellaneous. Except as otherwise expressly set forth in this Agreement, the provisions of Article XI of the Distribution Agreement shall apply mutatis mutandis to this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives as of the date first above written.

DTE ENERGY COMPANY
By:
	Name:
	Title:
DT MIDSTREAM, INC.
By:
	Name:
	Title:

EX-10.4

Exhibit 10.4

DT MIDSTREAM, INC.

LONG-TERM INCENTIVE PLAN

ARTICLE I

Purposes

1.1 General Purposes.

The purposes of this DT Midstream, Inc. Long-Term Incentive Plan are:

(a) To attract and retain the best available individuals with ability and initiative for positions of substantial responsibility for the success of the Company; and

(b) To provide additional incentive to Employees, Directors, and other eligible individuals to associate their interests with those of the Company and its shareholders; and

(c) To promote the Company’s success; and

(d) To permit the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Stock-Based Awards.

1.2 Use of Proceeds

The Company will use proceeds it receives from the sale of shares of Common Stock made under this Plan for the general corporate purposes of the Company.

ARTICLE II

Definitions

2.1 Administrator means:

(a) the Board, with respect to Awards made to members of the Board who are not employees of the Company or a Subsidiary; and

(b) the Committee with respect to Awards made to all other persons. Section 3.3 permits the Committee to delegate some or all of its responsibilities.

2.2 Award means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or Other Stock Based Awards.

DT Midstream Long-Term Incentive Plan — Page 1 of 39

2.3 Agreement means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. Each Agreement is subject to the terms and conditions of the Plan.

2.4 Board means the Board of Directors of the Company.

2.5 Change in Control means the occurrence of any of the following events:

(a) The consummation of a transaction in which the Company is merged, consolidated or reorganized into or with another corporation or other legal person (the “Surviving Entity”), and as a result of the transaction less than 50% of the combined voting power of the then-outstanding Voting Stock of the Surviving Entity immediately after the transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to the transaction; or

(b) The consummation of a sale or transfer in which the Company sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person (the “Acquiring Entity”), and as a result of the sale or transfer less than 50% of the combined voting power of the then-outstanding Voting Stock of the Acquiring Entity immediately after the sale or transfer is held in the aggregate (directly or through ownership of Voting Stock of the Company or a Subsidiary) by the holders of Voting Stock of the Company immediately prior to the sale or transfer. However, a sale or transfer described in this Section 2.5(b) will not constitute a Change in Control if the sale or transfer is pursuant to a spin-off type of transaction (directly or indirectly) of the Company’s assets to the Company’s shareholders; or

(c) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

(d) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, or (B) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Common Stock) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding Voting Stock; or

(e) A change in the composition of the Board occurring within any consecutive twelve-month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (i) are Directors or Directors-Elect as of the first date the Common Stock is listed on any established stock exchange, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of the election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). However, a change in the composition of the Board described in this Section 2.5(e) will not constitute a Change in Control if the change in the composition of the Board is pursuant to a spin-off type of transaction (directly or indirectly) of the Company’s Voting Stock or assets to the Company’s shareholders.

DT Midstream Long-Term Incentive Plan — Page 2 of 39

For purposes of this Section 2.5:

(f) “affiliate” means, with respect to any specified person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person (“control,” “controlled by” and “under common control with” will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contact or credit arrangement, as trustee or executor, or otherwise); and

(g) “Voting Stock” means securities entitled to vote generally in the election of directors.

2.6 Code means the Internal Revenue Code of 1986, as amended, and the related Treasury Regulations, and any successor or amended section of the Code as applicable.

2.7 Committee means the committee designated by the Board to administer the Plan in accordance with applicable laws.

2.8 Common Stock means the common stock of the Company.

2.9 Company means DT Midstream, Inc., a Delaware corporation, or any successor corporation.

2.10 Control Change Date means the date on which a Change in Control occurs. If a Change in Control results from a series of transactions, the Control Change Date is the date of the last transaction.

2.11 Dividend Equivalent means a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the value of dividends paid on one Share for each Share represented by an Award held by the Participant. Under no circumstances will the payment of a Dividend Equivalent be contingent on the exercise of an Option or stock appreciation right.

2.12 Exchange Act means the Securities Exchange Act of 1934, as amended.

2.13 Fair Market Value means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported by a source selected by the Administrator;

DT Midstream Long-Term Incentive Plan — Page 3 of 39

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock for the day of determination, as reported by a source selected by the Administrator; or

(c) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(d) For federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

2.14 Incentive Stock Option means an Option intended to qualify as an incentive stock option under Section 422 of the Code and the related Treasury Regulations.

2.15 Nonstatutory Stock Option means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

2.16 Option means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price in the Agreement.

2.17 Other Stock-Based Awards means any other awards not specifically described in the Plan that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock and are created by the Administrator as permitted in Article XII.

2.18 Participant means an employee or consultant of the Company or a Subsidiary and any member of the Board (whether or not an employee of the Company or a Subsidiary) who satisfies the requirements of Article IV, has been selected by the Administrator to receive an Award, and has received an Award.

2.19 Performance Award means an Award granted under Article X or XI.

2.20 Performance Objectives means one or more objectives determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. The Performance Objectives may differ from Participant to Participant and from Award to Award. Any criteria used may be measured, as applicable, in absolute or relative terms (including passage of time and/or against another company or companies), on a per share basis, against the performance of the Company as a whole or any Subsidiary or division of the Company or of a Subsidiary, and on a pre-tax or after-tax basis.

2.21 Performance Share Award means an Award granted under Article X.

DT Midstream Long-Term Incentive Plan — Page 4 of 39

2.22 Performance Unit Award means an Award granted under Article XI.

2.23 Plan means this DT Midstream, Inc. Long-Term Incentive Plan.

2.24 Restricted Stock Award means shares of Common Stock issued under an Award granted under Article VIII.

2.25 Restricted Stock Unit Award means an Award granted under Article IX.

2.26 Rule 16b-3 means Rule 16b-3 under the Exchange Act or any successor to Rule 16b-3 as in effect at the applicable time.

2.27 Stock Appreciation Right Award means an Award, granted alone or in connection with an Option, that is designated as a Stock Appreciation Right under Article VII.

2.28 Stock Award means an Award granted under Article VIII or Article IX.

2.29 Subsidiary means a “subsidiary corporation” with respect to the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.

ARTICLE III

Administration

3.1 Authority of Administrator

The Plan is administered by the Administrator. The Administrator has complete authority, in its discretion, to:

(a) determine the Fair Market Value of Awards;

(b) select the employees, consultants or members of the Board to whom Awards may be granted under this Plan;

(c) determine the number of shares or cash to be covered by each Award granted under this Plan;

(d) determine when Awards are to be granted under this Plan and the applicable date of grant;

(e) approve forms of Agreements for use under this Plan;

(f) determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted under this Plan, including but not limited to, the exercise price, the purchase price, the time or times when Awards may be exercised (which may be based on Performance Objectives), any acceleration of vesting or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, may determine;

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(g) construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;

(h) prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to the creation and administration of sub-plans established for the purpose of satisfying applicable laws of jurisdictions other than the United States;

(i) amend the terms of any outstanding Award, including the discretionary authority to extend the post-termination exercise period of Awards and accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions, but any amendment that would adversely affect the Participant’s rights under an outstanding Award will not be made without the Participant’s written consent;

(j) allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the shares or cash to be issued upon exercise or vesting of an Award up to the number of shares or cash having a Fair Market Value equal to the amount required to be withheld up to the maximum individual income tax rate in the applicable jurisdiction. The Fair Market Value of any shares to be withheld is to be determined on the date that the amount of tax to be withheld is to be determined, and all elections by a Participant to have shares or cash withheld for this purpose are to be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(k) authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(l) allow a Participant to defer the receipt of the payment of cash or the delivery of shares that would otherwise be due to the Participant under an Award, to the extent permissible under any deferred compensation plan of the Company;

(m) determine whether Awards are to be settled in Shares, cash or in a combination of shares and cash;

(n) determine whether Awards are to be adjusted for Dividend Equivalents;

(o) create Other Stock-Based Awards for issuance under this Plan;

(p) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;

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(q) establish one or more programs under this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of Performance Objectives, or other event that absent the election, would entitle the Participant to payment or receipt of shares or other consideration under an Award;

(r) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Plan and any instrument or agreement relating to an Award;

(s) to correct administrative errors; and

(t) make all other determinations that the Administrator deems necessary or advisable for administering this Plan.

The express grant in the Plan of any specific power to the Administrator does not limit any power or authority of the Administrator. Any decision made or action taken by the Administrator in connection with the administration of this Plan is final and conclusive. The Administrator, any member of the Board or Committee, or the Chief Executive Officer or the President of the Company is not liable for any act done in good faith with respect to this Plan or any Award or Agreement. All expenses of administering this Plan are borne by the Company.

3.2 Terms and Amendment of Awards

The Administrator has authority to grant Awards on terms that the Administrator considers appropriate and that are not inconsistent with the provisions of this Plan.

(a) The terms may include conditions in addition to the conditions in this Plan applicable to the Award.

(b) Any Agreement specifying the terms of an Award must provide that any Options or Stock Appreciation Rights not exercised, any Stock Award not vested, or any Performance Award not paid at the time the Participant violates any confidentiality, non-competition, or non-solicitation covenants imposed on the Participant under a separate agreement between the Participant and the Company or a Subsidiary (as determined under the terms of the separate agreement) are immediately forfeited.

(c) Each Agreement will specify the required period of service with the Company for full vesting of Awards other than Stock Options and Stock Appreciation Rights, and the required period of service with the Company before Stock Options or Stock Appreciation Rights can be exercised. Except to the extent required by Article XV (following a Change in Control), effective January 1, 2022, at least 95% of the shares of Common Stock available for Awards under the Plan will be subject to a vesting or exercise requirement of at least one year of service following the grant of the Award.

(d) The Administrator may, in its discretion, supersede the terms of any Agreement and accelerate the time at which any Option or Stock Appreciation Right may be exercised, Stock Awards may become transferable or non-forfeitable, or a Performance Award may be settled, when determined by the Administrator to be equitably required.

(e) The Administrator may, in its discretion, suspend or waive the forfeiture of any award made under this Plan.

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3.3 Delegation

The Committee, in its discretion, may delegate in writing to the Chief Executive Officer, the President of the Company, or a Committee member all or part of the Committee’s authority and duties with respect to Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time. However, any revocation or amendment of a delegation does not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

ARTICLE IV

Eligibility

4.1 General Eligibility

Except as limited by Section 4.2, any employee or consultant of the Company or a Subsidiary (including an entity that becomes a Subsidiary after the adoption of this Plan) or any member of the Board, whether or not the Board member is employed by the Company or a Subsidiary, is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that the person has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or a Subsidiary.

4.2 Limited Eligibility for Incentive Stock Options

Incentive Stock Options may be granted only to persons who are employees of the Company or a “subsidiary,” as defined in Code Section 424(f), on the date of grant.

ARTICLE V

Common Stock Subject to Plan

5.1 Common Stock Issued or Delivered

Common Stock to be delivered by the Company under a Stock Award or Other Stock-Based Award, in settlement of a Performance Award or Other Stock-Based Award, or by exercise of an Option or a Stock Appreciation Right to a Participant (or the Participant’s successor in interest or personal representative or, if the Participant so directs, broker) will be:

(a) from the Company’s authorized but unissued Common Stock; or

(b) outstanding Common Stock acquired by or on behalf of the Company in the name of a Participant (or the Participant’s successor in interest, personal representative or broker); or

(c) a combination of (a) and (b).

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5.2 Maximum Shares Available

(a) Aggregate Limit

No more than 3,000,000 shares of Common Stock may be issued or acquired and delivered under this Plan through the exercise of Options (including Incentive Stock Options) or Stock Appreciation Rights, the grant of Stock Awards, the settlement of Performance Awards, or the grant or settlement of Other Stock-Based Awards, all of which may be subject to Incentive Stock Option treatment. The maximum aggregate number of shares of Common Stock that may be issued pursuant to all awards under this Plan will increase annually on the first day of each fiscal year after the adoption of this Plan by the number of shares of Common Stock equal to the lesser of (i) 1,750,000 shares of Common Stock, or (ii) such lesser amount determined by the Board. This maximum aggregate number of shares of Common Stock that may be issued or delivered under the Plan is subject to adjustment under Article XIII. The actual number of shares of Common Stock issued or acquired and delivered under the Plan is determined under Section 5.3.

(b) Limit on Awards to Non-Employee Directors

The total number of shares of Common Stock issued or acquired and delivered under the Plan to any individual member of the Board who is not an employee of the Company or a Subsidiary cannot exceed 100,000 shares per fiscal year.

5.3 Reallocation of Shares

(a) Termination of Award.    Shares of Common Stock will not be deemed to have been issued under this Plan with respect to any portion of an Award that is settled in cash or terminated by expiration, forfeiture, or cancellation. Upon payment in shares of Common Stock as the result of the exercise or settlement of an Award, the number of shares of Common Stock available for issuance under this Plan will be reduced only by the number of shares of Common Stock actually issued in the exercise or settlement. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender or withholding of shares of Common Stock as full or partial payment of the exercise (or purchase) price, or if shares of Common Stock are tendered or withheld to satisfy any withholding obligations of the Company, the number of shares of Common Stock tendered or withheld, as applicable, will again be available for issuance through future Awards under this Plan.

ARTICLE VI

Options

6.1 Terms of Award

The Administrator will designate each individual to whom an Option is to be granted. The Agreement for the Option will specify:

(a) the number of shares of Common Stock covered by the Award;

(b) the exercise price of the Option, subject to Section 6.2;

(c) the earliest date when the Option can be exercised, subject to Section 3.2(c);

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(d) the maximum exercise period of the Option, subject to Section 6.3;

(e) whether the Option is transferable as permitted under Section 6.5;

(f) any specific terms regarding exercise of the Option permitted under Section 6.7; and

(g) any specific terms regarding payment permitted under Section 6.8.

6.2 Option Price

The price per share for shares of Common Stock purchased on the exercise of an Option will be determined by the Administrator on the date of the Award and cannot be less than the Fair Market Value on the date the Option is awarded; however, with respect to Nonstatutory Stock Options the price per share may be less than the Fair Market Value on the date of the Award to the extent the Award complies with Section 409A of the Code.

6.3 Maximum Option Period

The maximum period in which an Option may be exercised will be determined by the Administrator on the date of Award. However, no Option is exercisable more than 10 years after the date the Option was awarded.

6.4 Non-transferability

Except as provided in Section 6.5, each Option awarded under this Plan is non-transferable except by will or by the laws of descent and distribution. Except as provided in Section 6.5, during the lifetime of the Participant to whom the Option is awarded, the Option may be exercised only by the Participant. No right or interest of a Participant in any Option is liable for, or subject to, any lien, obligation, or liability of the Participant.

6.5 Transferable Options

If the Agreement provides, an Option that is not an Incentive Stock Option may be transferred by a Participant to persons or entities permitted under Rule 16b-3 on terms and conditions permitted under Rule 16b-3. The holder of an Option transferred under this Section is bound by the same terms and conditions that governed the Option during the period that it was held by the Participant, except this Section 6.5. The transferee may not transfer the Option except by will or the laws of descent and distribution.

6.6 Status as Employee or Director

For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or if the terms of any Option Agreement provide that the Option may be exercised only during employment or within a specified period of time after termination of employment or Board service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons will not be deemed interruptions of continuous employment or Board service. For purposes of this Section 6.6 as applied to an Incentive Stock Option, “disability” is a total and permanent disability as defined in Section 22(e)(3) of the Code.

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6.7 Exercise

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at times and in compliance with requirements as the Administrator determines. However, if the aggregate Fair Market Value of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, the Options for shares with a Fair Market Value in excess of $100,000 will be treated as Nonstatutory Stock Options. For purposes of this Section 6.7, Incentive Stock Options will be taken into account in the order in which they were granted, and the Fair Market Value of the shares of Common Stock will be determined as of the time the Options with respect to those shares of Common Stock were granted. An Option awarded under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option does not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option.

6.8 Payment of Option Price

Subject to rules established by the Administrator and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in:

(a) cash or a cash equivalent acceptable to the Administrator;

(b) check;

(c) in the discretion of the Administrator, surrendering or attesting to the ownership of shares of Common Stock that are already owned by the Participant that meet the conditions established by the Administrator to avoid adverse accounting consequences, valued at their Fair Market Value on the date the Option is exercised;

(d) in the discretion of the Administrator, by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell shares of Common Stock and to deliver all or part of the sales proceeds to the Company in payment of all or part of the exercise price and/or any withholding taxes;

(e) in the discretion of the Administrator, through a “net exercise” such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of shares of Common Stock equal to (A) the number of shares of Common Stock as to which the Option is being exercised, multiplied by (B) a fraction, the numerator of which is the Fair Market Value per share of Common Stock (on such date as is determined by the Administrator) less the exercise price per share of Common Stock, and the denominator of which is such Fair Market Value per share of Common Stock. The number of net shares of Common Stock to be received will be rounded down to the nearest whole number of shares of Common Stock;

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(f) in the discretion of the Administrator, any combination of the foregoing methods of payment; or

(g) in the discretion of the Administrator, any other consideration and method of payment for the issuance of shares of Common Stock permitted by applicable laws.

If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalents and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

6.9 Shareholder Rights

No Participant has any rights as a shareholder with respect to shares subject to the Participant’s Option until the date the Option is exercised.

6.10 Disposition of Shares

A Participant will notify the Company of any sale or other disposition of shares acquired under an Option that was an Incentive Stock Option if the sale or disposition occurs:

(a) within two years of the award of the Option; or

(b) within one year of the issuance of shares to the Participant.

The notice must be in writing and directed to the Corporate Secretary of the Company.

6.11 Restriction on Repricing and Purchasing Options

Without prior shareholder approval:

(a) the Administrator is not permitted to authorize the amendment of any outstanding Option Award to reduce the Option price;

(b) an Option cannot be cancelled and replaced with new Awards having a lower Option price, where the economic effect would be the same as reducing the Option price of the Option; and

(c) at any time when the Option price of a previously awarded Option is above the Fair Market Value of one share of Common Stock, the Administrator is not permitted to offer to purchase the previously awarded Option for a cash payment in substitution for or upon the cancellation of the Option.

6.12 Incentive Stock Options

No Option that is intended to be an Incentive Stock Option is invalid as an Option for failure to qualify as an Incentive Stock Option.

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ARTICLE VII

Stock Appreciation Rights

7.1 Terms of Award

The Administrator will designate each individual to whom a Stock Appreciation Right is to be granted. The Agreement for the Stock Appreciation Right will specify:

(a) the number of shares of Common Stock covered by the Award;

(b) if the Stock Appreciation Right is granted in connection with an Option granted under Article VI (a “Related Stock Appreciation Right”);

(c) the exercise price of a Stock Appreciation Right that is not a Related Stock Appreciation Right (an “Unrelated Stock Appreciation Right”);

(c) the earliest date when the Unrelated Stock Appreciation Right can be exercised, subject to Section 3.2(c);

(d) the expiration date of the Unrelated Stock Appreciation Right;

(e) whether the Unrelated Stock Appreciation Right is transferable as permitted under Section 7.6;

(f) any specific terms regarding exercise of the Stock Appreciation Right permitted under Section 7.8; and

(g) any specific terms regarding payment permitted under Section 7.9.

7.2 Related Stock Appreciation Rights

A Related Stock Appreciation Right granted under this Article VII entitles the holder of an Option, within the period specified for the exercise of the Option, to surrender the unexercised Option (or a portion of the unexercised Option) and receive a payment in cash or shares of Common Stock, or any combination as determined by the Administrator, having an aggregate value equal to the amount by which the Fair Market Value of each share of Common Stock exceeds the Option price per share of Common Stock, times the number of shares of Common Stock under the Option, or portion of the Option, surrendered.

Each Related Stock Appreciation Right granted under this Article VII must be subject to the same terms and conditions as the related Option, including limitations on transferability, if any, and is exercisable only to the extent the Option is exercisable. The Related Stock Appreciation Right terminates or lapses and ceases to be exercisable when the related Option terminates or lapses. The grant of a Related Stock Appreciation Right related to an Incentive Stock Option must be concurrent with the grant of the Incentive Stock Option. With respect to Nonstatutory Stock Options, the grant of a Related Stock Appreciation Right either may be concurrent with the grant of the Nonstatutory Stock Option, or (to the extent consistent with the exemption for stock appreciation rights under the Treasury Regulations under Section 409A of the Code) subsequent to the grant of a Nonstatutory Stock Option previously granted under Article VI that is unexercised and that has not terminated or lapsed.

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7.3 Exercise Price

The exercise price for an Unrelated Stock Appreciation Right will be determined by the Administrator on the date of the Award and cannot be less than the Fair Market Value on the date the Unrelated Stock Appreciation Right is awarded.

7.4 Exercise Period

The earliest date on which an Unrelated Stock Appreciation Right may be exercised, and the expiration date of the Unrelated Stock Appreciation Right, will be determined by the Administrator on the date of Award. However, no Unrelated Stock Appreciation Right is exercisable more than 10 years after the date the Unrelated Stock Appreciation Right was awarded.

7.5 Non-transferability

Except as provided in Section 7.6, each Unrelated Stock Appreciation Right awarded under this Plan is non-transferable except by will or by the laws of descent and distribution. Except as provided in Section 7.6, during the lifetime of the Participant to whom the Unrelated Stock Appreciation Right is awarded, the Unrelated Stock Appreciation Right may be exercised only by the Participant. No right or interest of a Participant in any Unrelated Stock Appreciation Right is liable for, or subject to, any lien, obligation, or liability of the Participant.

7.6 Transferable Stock Appreciation Rights

If the Agreement provides, an Unrelated Stock Appreciation Right may be transferred by a Participant to persons or entities permitted under Rule 16b-3 on terms and conditions permitted under Rule 16b-3. The holder of an Unrelated Stock Appreciation Right transferred under this Section is bound by the same terms and conditions that governed the Unrelated Stock Appreciation Right during the period that it was held by the Participant, except this Section 7.6. The transferee may not transfer the Unrelated Stock Appreciation Right except by will or the laws of descent and distribution.

7.7 Status as Employee, Consultant or Director

If the terms of any Unrelated Stock Appreciation Right Award provide that the Unrelated Stock Appreciation Right becomes exercisable only during employment, consultancy or Board service, or after completion of a specified period of employment, consultancy, or Board service, the Administrator may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons will not be deemed interruptions of continuous employment, consultancy, or Board service.

The terms of any Related Stock Appreciation Right Award regarding exercisability must mirror and be decided in the same manner as for the related Option.

7.8 Exercise

Subject to the provisions of this Plan and the applicable Agreement, a Stock Appreciation Right may be exercised in whole at any time or in part from time to time at times and in compliance with requirements as the Administrator determines. A Stock Appreciation Right awarded under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Stock Appreciation Right could be exercised. A partial exercise of a Stock Appreciation Right does not affect the right to exercise the Stock Appreciation Right from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Stock Appreciation Right.

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7.9 Payment

Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment in an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the exercise price by (ii) the number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.

The Administrator has the sole discretion to determine, in each case whether the payment with respect to the exercise of a Stock Appreciation Right will be made in the form of all cash, all Common Stock, or any combination thereof. If payment is to be made in Common Stock, the number of shares of Common Stock will be determined based on the Fair Market Value of the Common Stock on the date of exercise of the Stock Appreciation Right. If the Administrator elects to make full payment in Common Stock, no fractional shares of Common Stock will be issued and cash payments will be made in lieu of fractional shares.

7.10 Shareholder Rights

No Participant has any rights as a shareholder with respect to shares subject to the Participant’s Stock Appreciation Right Option until the date the Stock Appreciation Right is exercised and is paid in Common Stock.

ARTICLE VIII

Restricted Stock Awards

8.1 Award

The Administrator will designate each individual to whom a Restricted Stock Award is to be made. The Agreement for the Restricted Stock Award will specify:

(a) the number of shares of Common Stock covered by the Award;

(b) when the Restricted Stock Award vests; and

(c) any Performance Objectives to which the Restricted Stock Award is subject, as described in Section 8.3.

8.2 Vesting

Subject to Section 3.2(c), the Administrator, on the date of the Award, may prescribe that a Participant’s rights in a Restricted Stock Award will be forfeitable or otherwise restricted for a period of time.

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8.3 Performance Objectives

In addition to any vesting of a Stock Award imposed under Section 8.2, the Administrator may prescribe that Restricted Stock Awards will become vested or transferable or both based on the attainment of specified Performance Objectives.

8.4 Status as Employee, Consultant or Director

If the terms of any Restricted Stock Award provide that shares become transferable and non-forfeitable only after completion of a specified period of employment, consultancy, or Board service, the Administrator may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons will not be deemed interruptions of continuous employment, consultancy, or Board service.

8.5 Shareholder Rights

Prior to their forfeiture (in accordance with the applicable Agreement and while the shares of Common Stock granted under the Restricted Stock Award may be forfeited or are non-transferable), a Participant will have all rights of a shareholder with respect to a Restricted Stock Award, including the right to receive dividends and vote the shares. However, during that period:

(a) a Participant may not sell, transfer, pledge, exchange or otherwise dispose of shares granted under a Restricted Stock Award;

(b) the Company will retain custody of the certificates evidencing shares granted under a Restricted Stock Award; and

(c) if requested by the Administrator, the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Restricted Stock Award.

After the shares granted under the Restricted Stock Award are transferable and no longer forfeitable, the above limitations will not apply. The Company will deliver to the Participant certificates evidencing shares of Common Stock subject to the Award as soon thereafter as possible.

ARTICLE IX

Restricted Stock Unit Awards

9.1 Award

The Administrator will designate each individual to whom a Restricted Stock Unit Award is to be made. The Restricted Stock Unit Award Agreement will specify:

(a) the number of shares of Common Stock covered by the Award;

(b) when the Restricted Stock Unit Award vests; and

(c) any Performance Objectives to which the Restricted Stock Unit Award is subject, as described in Section 9.3.

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Each Restricted Stock Unit covered by an Award is a bookkeeping entry representing an amount equal to the Fair Market Value of one Share. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

9.2 Vesting

Subject to Section 3.2(c), the Administrator, on the date of the Award, may prescribe that a Participant’s rights in a Restricted Stock Unit Award will be forfeitable for a period of time.

9.3 Performance Objectives

In addition to any vesting of a Restricted Stock Unit Award imposed under Section 9.2, the Administrator may prescribe that a Restricted Stock Unit Award will become vested based on the attainment of specified Performance Objectives.

9.4 Status as Employee, Consultant or Director

If the terms of a Restricted Stock Unit Award provide that the shares become non-forfeitable only after completion of a specified period of employment, consultancy or Board service, the Administrator may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons will not be deemed interruptions of continuous employment, consultancy, or Board service.

9.5 Shareholder Rights

Unless and until the shares subject to a Restricted Stock Unit Award are issued, a Participant will not have any rights of a shareholder with respect to the shares, including the right to receive dividends and vote the shares. The Award may provide for Dividend Equivalents on the shares, to be earned in cash or shares. The Award may provide for payment of Dividend Equivalents in cash when dividends on the shares subject to the Restricted Stock Unit Award are paid, even if the shares have not been vested or issued. The Award may provide that the Dividend Equivalents will be subject to the same vesting and Performance Objectives, if any, as the Restricted Stock Unit Award to which they relate; if the Restricted Stock Units are forfeited, the related Dividend Equivalents will also be forfeited.

9.6 Payment

In the discretion of the Administrator, the Restricted Stock Units that become non-forfeitable may be settled by the issuance of shares of Common Stock, in cash, or any combination of cash and Common Stock. A fractional share of Common Stock is not deliverable when a Restricted Stock Unit Award becomes non-forfeitable; a cash payment will be made in lieu of the fractional share. The Administrator will determine when a Restricted Stock Unit Award that has become non-forfeitable will be settled. To the extent a Restricted Stock Unit Award is settled in Common Stock, the Company will deliver to the Participant certificates evidencing shares of Common Stock.

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ARTICLE X

Performance Share Awards

10.1 Award

The Administrator will designate each individual to whom a Performance Share Award is to be made. The Agreement for the Performance Share Award will specify:

(a) the number of shares of Common Stock covered by the award;

(b) when the Performance Shares vest;

(c) any Performance Objectives to which the Performance Shares are subject, as described in Section 10.3;

(d) any shareholder rights granted to the Participant under Section 10.5; and

(e) whether the Performance Shares are transferable under Section 10.6.

10.2 Vesting

Subject to Section 3.2(c), the Administrator, on the date of the Award, may prescribe that a Participant’s rights in Performance Shares will be forfeitable for a period of time.

10.3 Performance Objectives

The Administrator, on the date of the Award, may prescribe that all or a portion of the Performance Shares will be earned, and the Participant will be entitled to receive a payment under the Performance Share Award, only upon the attainment of specified Performance Objectives during a performance measurement period.

10.4 Payment

In the discretion of the Administrator, the amount payable when a Performance Share Award is earned may be settled in cash, by the issuance of shares of Common Stock, or any combination of cash and Common Stock. A fractional share of Common Stock is not deliverable when a Performance Share Award is earned; a cash payment will be made in lieu of the fractional share. The Administrator will also determine when a Performance Share Award that has been earned will be settled.

10.5 Shareholder Rights

No Participant, as a result of receiving a Performance Share Award, has any rights as a shareholder until and to the extent that the Performance Share Award is earned and settled in shares of Common Stock. After a Performance Share Award is earned and settled in shares, a Participant will have all the rights of a shareholder as described in Section 8.5. However, all Performance Share Awards must provide that Dividend Equivalents with respect to the Award will not be paid before the Performance Shares are earned and vested. During the period beginning on the date the Performance Shares are awarded and ending on the Award settlement date, the number of Performance Shares awarded will be increased, assuming full dividend reinvestment at the Fair Market Value on the dividend payment date. The cumulative number of Performance Shares will be adjusted to determine the final payment based on the attainment of the specified Performance Objectives. The final adjusted number of Performance Shares will be paid as provided under Section 10.4.

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10.6 Non-Transferability

Except as provided in Section 10.7, Performance Shares granted under this Plan are non-transferable except by will or by the laws of descent and distribution. No right or interest of a Participant in an Award of Performance Shares is liable for, or subject to, any lien, obligation, or liability of such Participant.

10.7 Transferable Performance Shares

If the Agreement provides, Performance Shares may be transferred by a Participant to persons or entities permitted under Rule 16b-3 on terms and conditions permitted under Rule 16b-3. The holder of the Performance Shares transferred under this Section 10.7 is bound by the same terms and conditions that governed the Performance Shares during the period the Performance Shares were held by the Participant, except this Section 10.7. The transferee may not transfer Performance Shares except by will or the laws of descent and distribution.

10.8 Status as Employee, Consultant or Director

If the terms of any Performance Share Award provide that no payment will be made unless the Participant completes a stated period of employment, consultancy or Board service, the Administrator may decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons will not be deemed interruptions of continuous employment, consultancy, or Board service.

ARTICLE XI

Performance Unit Awards

11.1 Award

The Administrator will designate each individual to whom a Performance Unit Award is to be made. The Agreement for the Performance Unit Award will specify:

(a) the number of Performance Units covered by the Award, and the value of the Performance Units;

(b) when the Performance Units vest;

(c) the Performance Objectives to which the Performance Units are subject, as described in Section 11.3; and

(d) whether the Performance Units are transferable under Section 11.5.

11.2 Vesting

Subject to Section 3.2(c), the Administrator, on the date of the Award, may prescribe that a Participant’s rights in Performance Units will be forfeitable for a period of time.

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11.3 Performance Objectives

The Administrator, on the date of a Performance Unit Award, may prescribe that all or a portion of the Performance Units will be earned and the Participant will be entitled to receive a payment under the Performance Unit Award only upon the attainment of Performance Objectives and other criteria prescribed by the Administrator.

11.4 Payment

In the discretion of the Administrator, the amount payable when a Performance Unit Award is earned may be settled in cash, by the issuance of shares of Common Stock, or any combination of cash and Common Stock. A fractional share of Common Stock is not deliverable when an award of Performance Units is earned; a cash payment will be made in lieu of the fractional share. The Administrator will also determine when an award of Performance Units that has been earned will be settled.

11.5 Non-Transferability

Except as provided in Section 11.6, Performance Units granted under this Plan are non-transferable except by will or by the laws of descent and distribution. No right or interest of a Participant in an award of Performance Units is liable for, or subject to, any lien, obligation, or liability of such Participant.

11.6 Transferable Performance Units

If provided in an Agreement, Performance Units may be transferred by a Participant to persons or entities permitted under Rule 16b-3 on terms and conditions as may be permitted under Rule 16b-3. The holder of Performance Units transferred under this Section 11.6 is bound by the same terms and conditions that governed the Performance Units during the period the Performance Units were held by the Participant, except this Section 11.6. The transferee may not transfer the Performance Units except by will or the laws of descent and distribution.

11.7 Status as Employee, Consultant or Director

If the terms of a Performance Unit Award provide that a payment will be made only if the Participant completes a stated period of employment, consultancy or Board service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons will not be deemed interruptions of continuous employment, consultancy, or Board service.

11.8 Shareholder Rights

No Participant, as a result of receiving a Performance Unit Award, has any rights as a shareholder of the Company or any Subsidiary on account of the Award.

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ARTICLE XII

Other Stock-Based Awards

12.1 Awards

The Administrator will designate each individual to whom an Other Stock-Based Award is to be made. An Other Stock-Based Award may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan, cash awards made outside of the Plan, or any combination of Plan Awards and cash awards. The Administrator has the authority to determine the employees, consultants, or directors to whom and the time or times at which Other Stock Based Awards are made, the amount of such Other Stock Based Awards, and, subject to Section 3.2(c), all other conditions of the Other Stock Based Awards including any dividend or voting rights.

ARTICLE XIII

Adjustment Upon Change in Common Stock

13.1 Equitable Adjustments

(a) Events Resulting in Adjustments

If any of the following events occurs, the Committee will make the adjustments described in Section 13.1(b):

(i) the Company effects one or more stock dividends, stock split-ups, subdivisions, consolidations, recapitalization, merger, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or any other non-recurring dividends or distributions;

(ii) the Company engages in any transaction to which Section 424 of the Code applies; or

(iii) there occurs any other event that, in the judgment of the Committee, necessitates adjustments.

(b) Adjustments

To the extent the Committee determines adjustment is equitably required, an adjustment will be made as the Administrator deems necessary or appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. Such adjustment may include an adjustment to the number and class of shares of Common Stock which may be delivered under this Plan, the number, class and price of shares of Common Stock subject to outstanding Awards, the number and class of shares of Common Stock issuable pursuant to Options, and the numerical limits contained within the share reserve section of this Plan. Notwithstanding the preceding sentence, the number of Shares subject to any Award always will be a whole number.

(c) Replacement of Awards

The Committee may provide for the replacement of any outstanding Awards under the Plan (or any portion of any award) with alternative consideration (including, without limitation, cash) as the Committee in good faith determines to be equitable under the circumstances. The Committee may require, in connection with any replacement, the surrender of all Awards so replaced.

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(d) Authority of Committee

Any determination, adjustment, or replacement made by the Committee under this Section 13.1 is final and conclusive.

13.2 Affect of Issuance of Stock

No adjustments described in Section 13.1(b) will be made as a result of the issuance by the Company of stock of any class or securities convertible into stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe for the stock or securities, or upon conversion of stock or obligations of the Company convertible into stock or other securities.

13.3 Substitution of Awards

The Committee may grant Options and Stock Appreciation Rights and make Stock Awards, Performance Awards, and Other Stock-Based Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee or director of the Company or a Subsidiary in connection with a transaction described in Section 13.1(a). Subject to the requirements of Section 5.2, the terms of the substituted Options, Stock Appreciation Rights, Stock Awards, Performance Awards, or Other Stock-Based Awards will be as the Committee, in its discretion, determines appropriate.

ARTICLE XIV

Compliance With Law and Approval of Regulatory Bodies

14.1 Required Compliance

No Option or Stock Appreciation Right will be exercisable, no shares of Common Stock will be issued, no certificates for shares of Common Stock will be delivered, and no payment will be made under this Plan except in compliance with:

(a) all applicable Federal and state laws and regulations (including, without limitation, withholding tax requirements);

(b) any listing agreement to which the Company is a party; and

(c) the rules of all domestic stock exchanges on which the Company’s shares may be listed.

The Company has the right to rely on an opinion of its counsel as to compliance with the above.

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14.2 Legends on Stock Certificates

Any stock certificate issued to evidence shares of Common Stock:

(a) when a Restricted Stock Award or Other Stock-Based Award, if applicable, is granted;

(b) when a Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award, if applicable, is settled; or

(c) for which an Option or Stock Appreciation Right is exercised

may bear legends and statements the Administrator deems advisable to assure compliance with Federal and state laws and regulations.

14.3 Prior Regulatory Approval

Until the Company has obtained any consent or approval deemed advisable by the Administrator from regulatory bodies having jurisdiction over the Plan:

(a) no Option or Stock Appreciation Right will be exercisable;

(b) no Stock Award, Performance Award, or Other Stock-Based Award will be granted;

(c) no shares of Common Stock will be issued;

(d) no certificate for shares of Common Stock will be delivered; and

(e) no payment will be made under this Plan.

ARTICLE XV

Change in Control Provisions

15.1 Effect on Awards

(a) The following provisions govern the treatment of an outstanding Award under this Plan upon a Change in Control if the award is not continued under Section 15.2(a) and is not substituted under Section 15.2(b):

(i) Options and Stock Appreciation Rights

Each outstanding Option and Stock Appreciation Right (and any Other Stock-Based Award similar in form to an Option or a Stock Appreciation Right) is fully exercisable (in whole or in part at the discretion of the holder) on and after a Control Change Date.

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(ii) Restricted Stock Awards

Each outstanding Restricted Stock Award (and any Other Stock-Based Award similar in form to a Restricted Stock Award) is transferable and non-forfeitable on and after a Control Change Date without regard to whether any Performance Objectives or other conditions to which the Award is subject have been met.

(iii) Restricted Stock Unit Awards

Each outstanding Restricted Stock Unit Award (and any Other Stock-Based Award similar in form to a Restricted Stock Unit Award) is non-forfeitable on and after a Control Change Date without regard to whether any Performance Objectives or other conditions to which the Award is subject have been met and will be settled as soon as practicable thereafter.

(iv) Performance Share Awards

Each outstanding Performance Share Award (and any Other Stock-Based Award similar in form to a Performance Share Award) is earned as of a Control Change Date and will be settled as soon as practicable thereafter.

(v) Performance Unit Awards

All outstanding Performance Unit Awards are earned as of a Control Change Date and will be settled as soon as practicable thereafter.

(b) The following provisions govern the treatment of an outstanding Award under this Plan upon a Change in Control if the Award is continued under Section 15.2(a) or substituted under Section 15.2(b):

(i) Options and Stock Appreciation Rights

Each outstanding Option and Stock Appreciation Right (and each outstanding Other Stock-Based Award similar in form to an Option or a Stock Appreciation Right) is fully exercisable (in whole or in part at the discretion of the holder) on and after the earlier of:

(A) The date specified in the Award Agreement; or

(B) The Participant’s Change in Control Termination.

(ii) Restricted Stock Awards

Each outstanding Restricted Stock Award (and each outstanding Other Stock-Based Award similar in form to a Restricted Stock Award) is transferable and non-forfeitable on and after the earlier of:

(A) The date specified in the Award Agreement; or

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(B) The Participant’s Change in Control Termination without regard to whether any Performance Objectives or other conditions to which the Award is subject have been met.

(iii) Restricted Stock Unit Awards

Each outstanding Restricted Stock Unit Award (and each outstanding Other Stock-Based Award similar in form to a Restricted Stock Unit Award) is non-forfeitable on and after the earlier of:

(A) The date specified in the Award Agreement; or

(B) The Participant’s Change in Control Termination without regard to whether any Performance Objectives or other conditions to which the Award is subject have been met.

(iv) Performance Share Awards

Each outstanding Performance Share Award (and each outstanding Other Stock-Based Award similar in form to a Performance Share Award) is earned as of the earlier of:

(A) The date specified in the Award Agreement; or

(B) The Participant’s Change in Control Termination, and will be settled as soon thereafter as practicable.

(v) Performance Unit Awards

Each outstanding Performance Unit Award is earned as of the earlier of:

(A) The date specified in the Award Agreement; or

(B) The Participant’s Change in Control Termination, and will be settled as soon thereafter as practicable.

(c) Definitions

For purposes of this Article XV:

(i) Change in Control Termination.    A Participant has a Change in Control Termination if:

(A) The Participant’s employment is terminated by the Company or a Subsidiary during the Severance Period other than:

(I) because of the Participant’s death;

(II) because the Participant became permanently disabled within the meaning of, and began receiving disability benefits under, the Company or Subsidiary sponsored long-term disability plan in effect for, or applicable to, the Participant immediately prior to the Change in Control;

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(III) under any mandatory retirement policy of the Company or a Subsidiary; or

(IV) for Cause;

or

(B) The Participant terminates his or her employment during the Severance Period for Good Reason, regardless of whether any other reason, other than Cause, for the Participant’s termination exists or has occurred, including other employment.

(ii) Severance Period.    A Severance Period resulting from a Change in Control is the period beginning on the date the Change in Control occurs and ending on the earliest of:

(A) The second anniversary of the Change in Control;

(B) The Participant’s attainment of any age (not less than 65) specified if any mandatory retirement policy maintained by the Company; or

(C) The Participant’s death.

(iii) Good Reason.    A Participant terminates employment for Good Reason if the Participant terminates his or her employment during the Severance Period following the occurrence of any of the following events during the Severance Period, provided that, before terminating employment, the Participant gives the Company written notice of the occurrence of the event within 90 days of the occurrence and the Company fails to cure the event within 30 days of receiving the Participant’s written notice:

(A) Failure to maintain the Participant in a position within the same or higher employee subgroup (as in existence prior to the Change in Control) with the Company and/or a Subsidiary, as applicable, which the Participant held immediately prior to the Change in Control, or the removal of the Participant as Chairman of the Company (or any successor to the Company) if the Participant was Chairman of the Company immediately prior to the Change in Control;

(B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company and its Subsidiaries as compared to other employees in the same employee subgroup within the Company or the Subsidiary which the Participant held immediately prior to the Change in Control;

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(C) A reduction in the Participant’s Base Pay or the opportunity to earn Incentive Pay from the Company, its Subsidiaries or the failure to pay the Participant Base Pay or Incentive Pay earned when due;

(D) The termination or denial of the Participant’s rights to employee benefits or a material reduction in the aggregate scope or value of employee benefits (unless, in the case of welfare benefits or pension benefits the termination, denial or reduction applies to all similarly situated employees of the Company and its Subsidiaries), any of which is not remedied by the Company within 10 calendar days after the Company receives written notice from the Participant of the change, reduction or termination;

(E) Without the Participant’s prior written consent, the Company:

(I) Requires the Participant to change the Participant’s principal location of work to any location that is in excess of 60 miles from the location immediately prior to the Change in Control; or

(II) Requires the Participant to travel away from the Participant’s office in the course of discharging the Participant’s responsibilities or duties at least 40% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than the average number of travel days per calendar year that was required of the Participant in the three full calendar years immediately prior to the Change in Control;

(iv) Cause.    The Participant’s employment will be considered terminated for Cause if prior to termination of the Participant’s employment, the Authorized Entity reasonably determines, based on a preponderance of the evidence reasonably available to the Authorized Entity as of the date the Authorized Entity takes the actions described below, that the Participant committed or engaged in:

(A) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the Participant’s duties or in the course of the Participant’s employment with the Company or a Subsidiary, whether or not the Participant is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges;

(B) Intentional wrongful damage to property of the Company or a Subsidiary;

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(C) Intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary;

(D) Intentional wrongful engagement in any Competitive Activity;

(E) Willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company that is not cured within 30 days after the Authorized Entity delivers to the Participant a written demand for substantial performance specifically identifying the Participant’s failure to perform;

(F) Acts or omissions that cause material damage to the business or financial reputation of the Company or a Subsidiary; or

(G) Other intentional activity, including but not limited to a breach of the Participant’s fiduciary duties with respect to the Company, a Subsidiary, or any welfare plan or pension plan sponsored by the Company or a Subsidiary;

which, in the reasonable judgment of the Authorized Entity and based on a preponderance of the evidence available to the Authorized Entity is significantly detrimental to the reputation, goodwill or business of the Company or significantly disrupts the workplace environment or operation of the Company’s business or administrative activities.

For purposes of this Article XV, no act or failure to act on the part of a Participant will be deemed “intentional” if it was due primarily to an error in the Participant’s judgment or the Participant’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company.

For purposes of this Article XV, the Participant has not been terminated for Cause unless and until:

(G) If the Authorized Entity is the Board or a committee created by the Board:

(I) A meeting of the Authorized Entity is called and held for the purpose of determining if the Participant is to be terminated for Cause; and

(II) The Participant is given reasonable notice of the meeting and an opportunity to be heard before the Authorized Entity, with Participant’s counsel if the Participant so chooses; and

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(III) At that meeting the Authorized Entity finds, in the good faith opinion of the Authorized Entity, that the Participant has committed an act entitling the Authorized Entity to terminate the Participant’s employment for Cause; and

(IV) The Participant has been provided a copy of the resolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Authorized Entity and specifying in detail the particulars of the Authorized Entity’s finding.

(H) If the Authorized Entity is an individual:

(I) The Authorized Entity has made a preliminary determination, in good faith, that the Participant has committed an act entitling the Authorized Entity to terminate the Participant’s employment for Cause; and

(II) The Authorized Entity gives the Participant reasonable notice of a meeting between the Authorized Entity and the Participant, and the Participant’s counsel if the Participant so chooses, with the meeting notice including the Authorized Entity’s preliminary determination; and

(III) At the meeting the Participant, and the Participant’s counsel if the Participant so chooses, is given the opportunity to be heard regarding the Authorized Entity’s preliminary determination; and

(IV) After the meeting, the Authorized Entity makes a final determination, in good faith, that the Participant has committed an act entitling the Authorized Entity to terminate the Participant’s employment for cause; and

(V) The Authorized Entity provides the Participant written notice specifying in detail the particulars of the Authorized Entity’s final determination.

The Participant and the Participant’s beneficiaries retain the right to contest the validity or propriety of the Authorized Entity’s determination that the Participant’s employment was terminated for Cause.

(v) Competitive Activity.    Competitive Activity is a Participant’s direct employment, without the written consent of the Board (or any Committee of the Board to which the Board delegates its authority in writing), in any business or enterprise (including the Participant’s own business or enterprise) if:

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(A) The business or enterprise engages in substantial and direct competition with the Company or any of its Subsidiaries in any state in which the Company or Subsidiary was engaged in business or actively negotiating to enter business as of the Participant’s Change in Control Termination; and

(B) The business’s or enterprise’s sales of any product or service competitive with any product or service of the Company or any of its Subsidiaries amounted to 10% of the business’s or enterprise’s net sales for its most recently completed fiscal year; and

(C) the Company’s or Subsidiary’s net sales of the competitive product or service amounted to 10% of the Company’s or Subsidiary’s net sales for its most recently completed fiscal year; and

(D) The Board determines the Participant’s employment in the business or enterprise is detrimental to the Company or any of its Subsidiaries.

“Competitive Activity” does not include the mere ownership of not more than 10% of the total combined voting power or aggregate value of all classes of stock or other securities in the enterprise and the Participant’s exercise of rights resulting from ownership of the stock.

The Board (or its delegate) has sole discretion and authority to determine if a Participant is engaging in Competitive Activity for purposes of this Article XV. It is the Participant’s responsibility to provide information sufficient for the Board (or its delegate) to make these determinations.

(vi) Incentive Pay.    Incentive Pay is the aggregate annual payments of cash or equity compensation (determined without regard to any deferral election) and annual vesting of equity compensation, in addition to Base Pay, under any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Company or a Subsidiary, or any successor, providing economic value on an aggregate basis at least as favorable to the Participant, in terms of the amount of benefits, levels of coverage and performance measures and levels of required performance, as the benefits payable prior to the Change in Control.

(vii) Base Pay.    Base Pay is the Participant’s annual base salary (prior to any pre-tax deferrals made under any employee benefit plans of the Company) in effect immediately prior to the Change in Control or immediately prior to the Participant’s Change in Control Termination, if higher.

(viii) Authorized Entity.    The Authorized Entity is the Board. However, the Board, in its discretion, may delegate in writing to the Chief Executive Officer, the President of the Company, the chief Human Resources Officer of the Company, or a committee (created for this purpose) the Board’s authority and duties under Section 15.1(c)(4) as the Authorized Entity with respect to determining if a Participant has terminated for Cause.

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15.2 Conversion of Outstanding Awards

(a) Continuation of Plan

If the Change in Control is not described in Section 2.5 and the Surviving Entity or Acquiring Entity is a corporation with common stock publicly traded on an established U.S. stock exchange, the Board may enter into an agreement with the Surviving Entity or Acquiring Entity for the Surviving Entity or Acquiring Entity to adopt and maintain the Plan and to adopt and maintain all outstanding Award Agreements under the existing terms of the Agreement. Equitable adjustments will be made to all outstanding Award Agreements to reflect the Fair Market Value of the Common Stock as of the day before the Control Change Date and to substitute Common Stock subject to Agreements with comparable common stock of the Surviving Entity or Acquiring Entity.

(b) Substitution of Plan

If the Change in Control is not described in Section 2.5 and the Surviving Entity or Acquiring Entity is a corporation with common stock publicly traded on an established U.S. stock exchange, the Board may enter into an agreement with the Surviving Entity or Acquiring Entity for the Surviving Entity or Acquiring Entity to adopt a comparable equity compensation plan and grant new Awards under that plan in substitution for outstanding Awards under this Plan. The fair market value of the common stock of the Surviving Entity or Acquiring Entity subject to the substituted Awards will not be less than the Fair Market Value of the Common Stock subject to outstanding Awards under this Plan as of the day before the Control Change Date.

15.3 Settlement of Awards

(a) Options and Stock Appreciation Rights

(i) If outstanding Options or Stock Appreciation Rights under this Plan are not continued under Section 15.2(a) and are not substituted under Section 15.2(b) and the Options or Stock Appreciation Rights become exercisable under Section 15.1(a)(i), each Participant with an outstanding Option or Stock Appreciation Right will be paid, for each share of Common Stock for which the Participant holds an outstanding Option or Stock Appreciation Right, the excess, if any, of the Fair Market Value of the Common Stock as of the day before the Control Change Date over the exercise price of the Option or Stock Appreciation Right.

(ii) If outstanding Options or Stock Appreciation Rights under this Plan are continued under Section 15.2(a) or substituted under Section 15.2(b), and the Options or Stock Appreciation Rights become exercisable under Section 15.1(b)(i)(B), the Participant will be paid, for each share of substituted common stock for which the Participant holds an outstanding Option or Stock Appreciation Right, the excess, if any, of the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in Control Termination over the exercise price of the Option or Stock Appreciation Right.

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(b) Stock Awards

(i) If outstanding Stock Awards under this Plan are not continued under Section 15.2(a) and are not substituted under Section 15.2(b) and the Stock Awards become transferable and non-forfeitable under Section 15.1(a)(ii) or (iii), each Participant with a Stock Award will be paid, for each share of Common Stock subject to an outstanding Stock Award, the Fair Market Value of the Common Stock as of the day before the Control Change Date.

(ii) If outstanding Stock Awards under this Plan are continued under Section 15.2(a) or substituted under Section 15.2(b), and the Stock Awards become transferable and non-forfeitable under Section 15.1(b)(ii)(B) or (iii)(B), the Participant will be paid, for each share of substituted common stock subject to an outstanding Stock Award, the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in Control Termination.

(c) Performance Share Awards

(i) If outstanding Performance Share Awards under this Plan are not continued under Section 15.2(a) and are not substituted under Section 15.2(b) and the Performance Share Awards become earned under Section 15.1(a)(iv), an award is based only on criteria other than Performance Objectives (such as continued service) is earned in full. The amount of a Performance Share Award based on Performance Objectives earned is the greater of the amount that would have been payable on attainment of:

(A) target levels of performance; or

(B) actual levels of performance,

using performance through the Control Change Date for purposes of determining actual levels of performance. Performance Shares will be settled in cash based on the Fair Market Value of the Common Stock as of the day before the Control Change Date.

(ii) If outstanding Performance Share Awards under this Plan are continued under Section 15.2(a) or substituted under Section 15.2(b) and the Performance Share Awards become earned under Section 15.1(b)(iv)(B), an award is based only on criteria other than Performance Objectives (such as continued service) is earned in full. The amount of a Performance Share Award based on Performance Objectives earned is the greater of the amount that would have been payable on attainment of:

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(A) target levels of performance; or

(B) actual levels of performance,

using performance through the date of the Participant’s Change in Control Termination for purposes of determining actual levels of performance. Performance Shares will be settled in cash based on the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in Control Termination.

(d) Performance Unit Awards

(i) If outstanding Performance Unit Awards under this Plan are not continued under Section 15.2(a) and are not substituted under Section 15.2(b) and the Performance Unit Awards become earned under Section 15.1(a)(v), the amount earned with respect to each award of Performance Units is the greater of the amount that would have been payable on attainment of:

(A) target levels of performance; or

(B) actual levels of performance,

using performance through the Control Change Date for purposes of determining actual levels of performance. Performance Units will be settled in cash based on the Fair Market Value of the Common Stock as of the day before the Control Change Date.

(ii) If outstanding Performance Unit Awards under this Plan are continued under Section 15.2(a) or substituted under Section 15.2(b) and the Performance Unit Awards become earned under Section 15.1(b)(v)(B), the amount earned with respect to each award of Performance Units is the greater of the amount that would have been payable on attainment of:

(A) target levels of performance; or

(B) actual levels of performance,

using performance through the date of the Participant’s Change in Control Termination for purposes of determining actual levels of performance. Performance Units will be settled in cash based on the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in Control Termination.

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15.4 Qualified Termination Before Qualified Change-in-Control

(a) Status as of Change in Control

If an Eligible Executive experiences a Qualified Termination, the Eligible Executive will be treated as if a Change in Control occurred the day before the date of the Eligible Executive’s Qualified Termination.

(b) Eligible Executive

For purposes of this Section 15.4, an “Eligible Executive” is a Participant who has an effective Change in Control Severance Agreement with the Company at the time of the Participant’s Qualified Termination.

(c) Qualified Termination

For purposes of this Section 15.4, a Qualified Termination is the Eligible Executive’s involuntary termination that entitles the Eligible Executive to benefits under the Eligible Executive’s Change in Control Severance Agreement, but only if:

(i) the Executive’s involuntary termination occurs during a Severance Period (as defined in the Eligible Executive’s Change in Control Severance Agreement) resulting from a change in control event under the Change in Control Severance Agreement that precedes and is anticipatory of a second change in control event under the Change in Control Severance Agreement (the “Qualified Severance Period”); and

(ii) the Executive’s involuntary termination occurs before a Qualified Change-in-Control occurs under this Plan.

(d) Qualified Change-in-Control

For purposes of this Section 15.4, a Qualified Change-in-Control under this Plan is a Change in Control that:

(i) occurs after the Eligible Executive’s Qualified Termination; and

(ii) occurs before the end of the Qualified Severance Period; and

(iii) is the consummation of the anticipatory event that resulted in the Eligible Executive’s Qualified Severance Period.

(e) Computation

The outstanding Options or Stock Appreciation Rights held by the Eligible Executive as of the day before the date of the Eligible Executive’s Qualified Termination, reduced by Options or Stock Appreciation Rights exercised by the Eligible Executive after the Eligible Executive’s Qualified Termination, will be converted under Section 15.2 or settled under Section 15.3, as applicable.

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The outstanding Stock Awards held by the Eligible Executive as of the day before the date of the Eligible Executive’s Qualified Termination, reduced by Stock Awards that became transferable and non-forfeitable because of the Eligible Executive’s Qualified Termination, will be converted under Section 15.2 or settled under Section 15.3, as applicable.

The outstanding Performance Shares held by the Eligible Executive as of the day before the date of the Eligible Executive’s Qualified Termination will be settled under Section 15.3. The settlement amount paid to the Eligible Executive will be reduced by any amount paid to the Eligible Executive after the Eligible Executive’s Qualified Termination with respect to the same Performance Shares.

The outstanding Performance Units held by the Eligible Executive as of the day before the date of the Eligible Executive’s Qualified Termination will be settled under Section 15.3. The settlement amount paid to the Eligible Executive will be reduced by any amount paid to the Eligible Executive after the Eligible Executive’s Qualified Termination with respect to the same Performance Units.

ARTICLE XVI

General Provisions

16.1 Effect on Employment and Service

The adoption of this Plan, the operation of this Plan, or any document describing or referring to this Plan (or any part of this Plan) does not:

(a) confer on any individual the right to continue in the employ or service of the Company or a Subsidiary; or

(b) in any way affect any right and power of the Company or a Subsidiary to terminate the employment or service of any individual at any time with or without a reason.

16.2 Unfunded Plan

The Plan is unfunded. The Company is not required to segregate any assets that may at any time be represented by Awards under this Plan. Any liability of the Company to any person with respect to any Award under this Plan is based solely on contractual obligations created under this Plan. No obligation of the Company under this Plan is secured by any pledge of, or other encumbrance on, any property of the Company.

16.3 Rules of Construction

Headings are given to the Articles and Sections of this Plan solely as a convenience. The reference to any statute, regulation, or other provision of law refers to any amendment to or successor of the provision.

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16.4 Restrictions on Transfer of Shares Issued or Delivered

(a) Company’s Right of First Refusal

An Agreement may provide that the Company has reserved a right of first refusal to purchase the Common Stock acquired on exercise of Options or Stock Appreciation Rights or under a Stock Award, a Performance Award, or an Other Stock-Based Award at a price equal to the Fair Market Value per share repurchased determined as of the day preceding the day the Company notifies the Participant of its intention to repurchase the shares. If the Company reserves this right, the Participant must comply with the terms of the Agreement and any procedures established by the Administrator prior to any disposition of Common Stock acquired under the Agreement. The Company will have a maximum of five days following the date on which Participant is required to notify the Company of the Participant’s intent to dispose of the Common Stock to advise the Participant whether the Company will purchase the Common Stock.

(b) Additional Restrictions

An Agreement may provide that the shares of Common Stock to be issued or delivered on exercise of an Option or a Stock Appreciation Right or in settlement of a Performance Award, a Restricted Stock Unit Award, or an Other Stock-Based Award, or Common Stock issued under a Restricted Stock Award that is no longer subject to forfeiture or the restrictions in Article VIII are subject to additional restrictions on transfer.

16.5 Effect of Acceptance of Award

By accepting an award under the Plan, a Participant and the Participant’s successor in interest or personal representative is conclusively deemed to have indicated acceptance or ratification of, and consent to, any action taken under the Plan by the Company or the Administrator.

16.6 Governing Law

The provisions of this Plan will be interpreted and construed in accordance with the laws of the State of Delaware, other than its choice-of-law provisions.

16.7 Coordination with Other Plans

Participation in the Plan does not affect an employee’s eligibility to participate in any other benefit or incentive plan of the Company or any Subsidiary. Treatment of any income realized as a result of the exercise, vesting, or settlement of Awards under the Plan for purposes of any Company-sponsored or Subsidiary-sponsored employee pension benefit plan, insurance or other employee benefit programs will be governed by the terms of the other plans or programs.

16.8 Tax Withholding

If required by law, the Company will withhold or cause to be withheld Federal, state and/or local income and employment taxes in connection with the exercise, vesting or settlement of an Award under the Plan. Unless otherwise provided in the applicable Agreement, each Participant may satisfy any required tax withholding by any of the following means in any combination:

(a) a cash payment;

DT Midstream Long-Term Incentive Plan — Page 36 of 39

(b) delivery to the Company of a number of shares of Common Stock previously acquired by the Participant having a Fair Market Value, on the date the tax liability first arises, equal to the tax liability being paid and, if the shares were acquired from the Company, that have been held by the Participant for at least six months; or

(c) by authorizing the Company to withhold from the shares of Common Stock otherwise issuable to the Participant under the exercise, vesting or settlement of an Award either:

(i) the number of shares of Common Stock having a Fair Market Value, on the date the tax liability first arises, equal to the minimum statutory withholding required for the Participant based on applicable law; or

(ii) if permitted by the Company, a specified number of shares of Common Stock having a Fair Market Value of not less than the minimum statutory withholding required for the Participant based on applicable law and not more than tax withholding calculated using the maximum statutory tax rates in the applicable jurisdiction.

If the amount required is not paid, the Company may refuse to issue or deliver shares or cash under the award.

16.9 Clawback

(a) Definitions

For purposes of this Section 16.9:

(i) Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act; and

(ii) incentive compensation means Options, Stock Appreciation Rights, Stock Awards subject to Performance Objectives under Section 8.3 or 9.3, Performance Shares, Performance Units, and Other Stock-Based Awards subject to Performance Objectives (but specifically excludes Stock Awards subject only to vesting under Section 8.2 or 9.2 and Other Stock-Based Awards subject only to vesting) paid or awarded to a Participant under the Plan.

(b) Conditions Required for Clawback of Incentive Compensation

Clawback of incentive compensation from a Participant may occur when all three of the following conditions exist:

(i) The incentive compensation payment or award (or vesting of the award) was based on the achievement of financial results reported on Form 10-Q, Form 10-K, or other report filed with the Securities and Exchange Commission and the financial results were the subject of a subsequent restatement because of the Company’s material noncompliance with any financial reporting requirement under federal securities laws (other than a restatement as a result of a change in applicable accounting principles); and

DT Midstream Long-Term Incentive Plan — Page 37 of 39

(ii) A lower incentive compensation payment or award would have been made to the Participant (or lesser or no vesting of the award would have occurred) based on the restated financial results; and

(iii) The incentive compensation payment or award or the vesting of the award occurred during the three-year period preceding the date on which the Company was required to prepare the accounting restatement (with that date determined under applicable regulations under the Dodd-Frank Act).

(c) Clawback of Incentive Compensation

If the Committee determines that the requirements of Section 16.9(b) have been satisfied, the Company may seek to recover from a Participant, in accordance with applicable law and regulations and employing the recovery mechanisms in any Clawback Policy adopted by the Company, the portion of any incentive compensation paid to or received by the Participant for or during the three-year period described in Section 16.9(b)(iii) that is greater than the amount that would have been paid to or received by the Participant if the incentive compensation had been determined based on the restated financial results.

(d) Adjustment of Outstanding Awards

If the Committee determines that the requirements of Section 16.9(b) have been satisfied, the Committee may cancel, in whole or in part, any outstanding incentive compensation award if the Administrator took the Company’s financial results into account in granting the award and those financial results were reduced in the subsequent restatement.

(e) Acceptance by Participant

By accepting an award of incentive compensation under the Plan, a Participant (and the Participant’s successor in interest or personal representative) is conclusively deemed to have accepted the requirements of this Section 16.9 and agreed to comply with any clawback of incentive compensation required by this Section 16.9.

ARTICLE XVII

Amendment

17.1 Authority to Amend

The Board may amend this Plan from time to time or terminate it at any time. However, no material amendment to the Plan may become effective until shareholder approval is obtained. A material amendment to the Plan is any amendment that would:

(a) materially increase the aggregate number of shares of Common Stock that may be issued or delivered under the Plan or that may be issued to a Participant;

DT Midstream Long-Term Incentive Plan — Page 38 of 39

(b) reduce the price at which an Option is exercisable, either by amendment of an Agreement or substitution with a new Award with a reduced price;

(c) change the types of Awards that may be granted under the Plan;

(d) expand the classes of persons eligible to receive Awards or otherwise participate in the Plan; or

(e) require approval of the shareholders of the Company to comply with applicable law or the rules of any domestic stock exchange on which the Company’s shares are listed.

17.2 Participants’ Rights

No amendment or termination of the Plan may, without a Participant’s consent, adversely affect the rights of the Participant under any Option, any Stock Appreciation Right, any Stock Award, any Performance Award, or any Other-Stock Based Award outstanding at the time the amendment is made or the termination occurs.

ARTICLE XVIII

Duration of Plan

No Option, Stock Appreciation Right, Stock Award, Performance Award, or Other Stock-Based Award may be granted under this Plan more than 10 years after the earlier of the initial adoption of this Plan by the Board or the initial approval of this Plan by the Company’s shareholders. Options, Stock Appreciation Rights, Stock Awards, Performance Awards, and Other Stock-Based Awards granted before that date remain valid in accordance with the terms of their Agreements.

ARTICLE XIX

Effective Date of Plan

Options, Stock Appreciation Rights, and Performance Awards (and Other Stock-Based Awards similar in form to Performance Awards) may be granted under the Plan upon its initial adoption by the Board in 2021. However, Options or Stock Appreciation Rights granted under this Plan may not be exercised, Performance Awards (and Other Stock-Based Awards similar in form to Performance Awards) granted under this Plan cannot be settled in Common Stock or Cash, and Stock Awards (and Other Stock-Based Awards similar in form to Stock Awards) cannot be issued under this Plan until the Plan is approved by the Company’s shareholder.

DT Midstream Long-Term Incentive Plan — Page 39 of 39

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF DT MIDSTREAM, INC.*

Name of Subsidiary	Country or State of Incorporation or Organization
Bluestone Pipeline Company of Pennsylvania, LLC	Pennsylvania
DTE Appalachia Gathering, LLC	Delaware
DTE Appalachia Holdings, LLC	Delaware
DTE LEAP Gas Gathering, LLC	Delaware
DTE Louisiana Gathering, LLC	Delaware
DTE Louisiana Midstream Holdings 1, LLC	Michigan
DTE Millennium Company	Michigan
DTE Nexus, LLC	Delaware
DTE Pipeline Company	Michigan
DTE Series B Holdings, LLC	Delaware
Stonewall Gas Gathering, LLC	Delaware
Susquehanna Gathering Company I, LLC	Pennsylvania

* Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of DT Midstream, Inc. are omitted because, considered in the aggregate, they would not constitute a “significant subsidiary” as the term is defined in Rule 1-02(w) of Regulation S-X.

EX-99.1

Exhibit 99.1

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED MAY 7, 2021

INFORMATION STATEMENT

DT Midstream, Inc.

One Energy Plaza

Detroit, Michigan 48226-1279

Common Stock

(par value $0.01)

We are sending you this Information Statement in connection with DTE Energy Company’s spin-off of its wholly owned subsidiary, DT Midstream, Inc., or “DT Midstream.” To effect the spin-off, DTE Energy Company, or “DTE Energy,” will distribute all shares of DT Midstream common stock on a pro rata basis to the holders of DTE Energy common stock. We expect that the distribution of DT Midstream common stock will be tax-free to DTE Energy shareholders for U.S. federal income tax purposes, except for cash that shareholders receive in lieu of fractional shares and subject to the discussion below under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off—Consequences to Holders of DTE Energy Common Stock—Non-U.S. Holders—Distribution of Our Common Stock.” You should consult your own tax advisor as to the tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws.

If you are a record holder of DTE Energy common stock as of the close of business on [                ], 2021, which is the record date for the distribution, for every two shares of DTE Energy common stock you hold on that date, you will be entitled to receive one share of DT Midstream common stock. DTE Energy will distribute the shares of DT Midstream common stock in book-entry form, which means that we will not issue physical stock certificates. The distribution agent will not distribute any fractional shares of DT Midstream common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each holder (net of any required withholding for taxes applicable to each holder) who would otherwise have been entitled to receive a fractional share in the distribution. As discussed in the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement, if you sell your shares of DTE Energy common stock in the “regular-way” market after the record date and on or before the distribution date, you also will be selling your right to receive shares of DT Midstream common stock in connection with the distribution.

We expect that the distribution will be effective as of [                ], New York City time, on [                ], 2021. Immediately after the distribution becomes effective, DT Midstream will be an independent, publicly traded company.

DTE Energy’s shareholders are not required to vote on or take any other action in connection with the spin-off. We are not asking you for a proxy, and request that you do not send us a proxy. DTE Energy shareholders will not be required to pay any consideration for the shares of DT Midstream common stock they receive in the spin-off, and they will not be required to surrender or exchange their shares of DTE Energy common stock or take any other action in connection with the spin-off.

DTE Energy currently owns all outstanding shares of DT Midstream common stock. Accordingly, no trading market for DT Midstream common stock currently exists. We expect, however, that a limited trading market for DT Midstream common stock, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of DT Midstream common stock will begin on the first trading day after the distribution date. We intend to list DT Midstream common stock on the New York Stock Exchange under the ticker symbol “DTM.” Following the distribution, DTE Energy will continue to trade on the New York Stock Exchange under the ticker symbol “DTE.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 29 of this Information Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is [                ], 2021.

TABLE OF CONTENTS

	Page
INDUSTRY AND MARKET DATA		1
TRADEMARKS AND COPYRIGHTS		1
SUMMARY		2
RISK FACTORS		29
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		66
THE SPIN-OFF		68
DIVIDEND POLICY		84
CAPITALIZATION		85
SELECTED HISTORICAL FINANCIAL DATA		86
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS		91
BUSINESS		99
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		127
MANAGEMENT		143
EXECUTIVE COMPENSATION		158
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		170
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		172
DESCRIPTION OF OUR INDEBTEDNESS		178
DESCRIPTION OF OUR CAPITAL STOCK		179
WHERE YOU CAN FIND MORE INFORMATION		184
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

INDUSTRY AND MARKET DATA

This Information Statement includes information concerning our industry and the markets in which we operate that is based on information from public filings, internal company sources, various third-party sources and management estimates. Management estimates regarding DT Midstream’s position, share and industry size are derived from publicly available information and our internal research, and are based on assumptions we made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we are not aware of any misstatements regarding any industry data presented in this Information Statement and believe such data to be accurate, we have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data. Such data involve uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Risk Factors” beginning on page 29 of this Information Statement.

TRADEMARKS AND COPYRIGHTS

We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Information Statement are listed without the ^™, ^® or ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this Information Statement.

1

SUMMARY

This summary highlights selected information from this Information Statement and provides an overview of our company, our separation from DTE Energy and DTE Energy’s distribution of our common stock to its shareholders. For a more complete understanding of our business and the spin-off, you should read the entire Information Statement carefully, particularly the discussion of “Risk Factors” beginning on page 29 of this Information Statement, and our historical consolidated financial statements and the notes to those financial statements appearing elsewhere in this Information Statement.

Prior to DTE Energy’s distribution of the shares of our common stock to its shareholders, DTE Energy will undertake a series of internal transactions, following which DT Midstream will hold, directly or through its subsidiaries, the businesses constituting DTE Energy’s current “Gas Storage and Pipelines” reporting segment which owns natural gas storage fields, lateral and gathering pipeline systems, compression and surface facilities, and has ownership interests in interstate pipelines serving the Gulf Coast, Midwest, Ontario and Northeast markets as described in DTE Energy’s Annual Report on Form 10-K for the year ended December 31, 2020, which we refer to as the “Midstream Business.” We refer to this series of internal transactions, which is described in more detail under “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement,” as the “Internal Transactions.”

In this Information Statement, unless the context otherwise requires:

• “DT Midstream,” “we,” “our” and “us” refer to DT Midstream, Inc. and its consolidated subsidiaries after giving effect to the Spin-Off (as defined below);

• “DTE Energy” refers to DTE Energy Company and its consolidated subsidiaries other than, for all periods following the Spin-Off, DT Midstream;

• the “Distribution” refers to the transaction in which DTE Energy will distribute to its shareholders all shares of our common stock;

• the “Distribution Date” refers to the date on which the Distribution occurs;

• the “Millennium Pipeline” refers to the 263-mile interstate pipeline owned by Millennium Pipeline Company, L.L.C., a joint venture between subsidiaries of DT Midstream (26.25%), TC Energy Corporation (47.5%) and National Grid plc (26.25%) and operated by TC Energy Corporation. The Millennium Pipeline is an unconsolidated joint venture which we account for as an equity method investment in accordance with GAAP;

• the “NEXUS Gas Transmission Pipeline” refers to the 256-mile interstate pipeline owned by NEXUS Gas Transmission, LLC, a joint venture between Enbridge Inc. (50%) and DT Midstream (50%) and operated by Enbridge Inc. The NEXUS Gas Transmission Pipeline is an unconsolidated joint venture which we account for as an equity method investment in accordance with GAAP;

• the “Spin-Off” refers to the transaction in which we will be separated from DTE Energy; and

• the “Vector Pipeline” refers to the 348-mile interstate pipeline owned by the Vector Pipeline L.P. and Vector Pipeline, LLC, joint ventures between Enbridge Inc. (60%) and DT Midstream (40%) and operated by Enbridge Inc. The Vector Pipeline is an unconsolidated joint venture which we account for as an equity method investment in accordance with GAAP.

2

Our Company

We are an owner, operator and developer of an integrated portfolio of natural gas interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines, which we refer to as “lateral pipelines,” gathering systems, treatment plants and compression and surface facilities. We own both wholly owned pipeline and gathering assets which we operate as well as interests in joint venture pipeline assets, including the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline, many of which have connectivity to our wholly owned assets. We provide multiple, integrated natural gas services to our customers through our two primary segments: (i) Pipeline and Other, which includes our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes our gathering systems and related treatment plants and compression and surface facilities.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to the premium production areas of the Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins. We have an established history of stable, long-term growth with contractual cash flows from a diversified portfolio of customers that include local distribution companies, which we refer to as “LDCs,” electric power generators, industrials, natural gas producers and national marketers.

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 as an independent publicly traded company 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 employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry. More specifically, our strategy is premised on the following principles:

• Disciplined capital deployment in assets supported by strong fundamentals. Our strategically located assets serve robust growing long-term demand centers and are positioned in the premier, low-cost production areas within Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins. We believe that these assets are well positioned to capitalize on the demand growth for abundant, low-cost clean natural gas in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions. New capital deployment will continue to go through a rigorous review process to ensure that our capital is deployed to assets serving high quality, low cost resources with proximity to strong demand centers and that we pursue appropriate risk adjusted 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 dry natural gas basins in which we primarily operate. We seek to increase the utilization of our existing facilities by providing additional services to our existing customers, by establishing relationships with new customers and by optimizing operating assets.

• Pursue economically attractive opportunities. We intend to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships with our customers. We will also focus on targeted growth from carbon-reducing technologies associated with our current platforms.

• Grow cash flows supported by long-term firm revenue contracts. Our firm revenue contracts are typically long-term and include minimum volume commitments, which we refer to as “MVCs,” and demand charges, which provide for fixed revenue commitments regardless of the volumes of natural gas that flow on the system. This contract structure enhances the stability of our cash flow and limits its exposure to commodity risk. We will continue pursuing opportunities that increase the demand-based component of our contract portfolio, and will focus on obtaining additional long-term firm commitments from customers, which may include reservation-based charges, MVCs and acreage dedications.

3

• Provide exceptional service to our customers. We provide safe, highly reliable, timely and cost-competitive service, which is a key distinguishing competitive advantage. We have consistently achieved top decile performance in the National Safety Council Safety Barometer Survey since 2015 and were recognized by industry peers as the Midstream Company of the Year – Northeast by the Oil & Gas Awards in 2019. Further, over the last three years, our gathering systems have maintained system run rates of over 99%, which demonstrates our commitment to providing reliable service to our customers. As the sector continues to evolve, we intend to be the midstream company of choice, supplying best-in-class customer service.

Our Competitive Strengths

We believe that we will be able to successfully execute our business strategies because of the following competitive strengths:

• Strategically located assets in premier, low-cost production areas with access to demand centers. As a result of our geographic footprint, we are well positioned to capitalize on the growing natural gas production volumes in Marcellus/Utica and Haynesville, which together are the premier, low-cost production areas in the U.S. Our asset footprint uniquely enables us to capitalize on the increasing demand for the transportation, storage and related midstream services from new and existing customers. According to the December 2020 Drilling Productivity Report published by the U.S. Energy Information Administration, the Marcellus/Utica and Haynesville formations are two of the most productive and active dry natural gas formations in the U.S. based on total gas production and rig count and have proven their resiliency in 2020, exhibiting the lowest year-over-year rig count declines of any major U.S. oil and gas basin through that period. In addition, our Haynesville assets provide a unique footprint that is connected to the Gulf Coast markets, where the majority of the natural gas liquefaction facilities for liquefied natural gas, which we refer to as “LNG,” export have been announced, positioning us to capitalize on what Wood Mackenzie Limited projects to be a growing LNG export market.

• Integrated assets and service offerings, providing cash flow stability and opportunities for expansion. We provide a comprehensive package of services, including natural gas transportation, storage and gathering, in key demand centers. We have a diversified customer portfolio that includes LDCs, electric power generators, industrials, natural gas producers and national marketers. We have ownership interests in assets serving the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast markets. Our ability to move natural gas from the wellhead to market allows us to convert a single supply of natural gas into multiple revenue streams from a broad array of our service offerings, and maximize the incremental revenue opportunities along the value chain. The integrated nature of our operations and the multiple service offerings with high quality, efficient assets provides an exceptional opportunity to expand our business with existing customers and attract new customers.

• Accretive growth opportunities and projects. Our assets serve major producing basins, key demand centers and liquid trading points in the U.S. We intend to continue to maximize our business by utilizing a disciplined approach emphasizing capital efficiency when operating our existing assets and developing new midstream energy infrastructure projects to support new and existing customers in these areas. We also intend to leverage our current asset footprint and strategic relationships with our customers to provide accretive growth opportunities, including growth from carbon-reducing technologies.

4

• Stable cash flows supported by long-term contracts. We generate a high percentage of our revenue from long-term contracts with firm revenue commitments thereby minimizing the risk of revenue fluctuations. For the fiscal year ended December 31, 2020, approximately 70% of our revenue was generated under firm revenue contracts with an average tenor of 9 years. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. Furthermore, a significant portion of our cash flows is generated from contracts with creditworthy customers or customers who have provided adequate credit support, including LDCs, electric power generators, industrials, natural gas producers and national marketers. These long-term firm commitments enhance the stability of our cash flows.

• Experienced management team with a proven record of asset operation, safety, reliability, construction, development, environmental stewardship and integration experience. Our management team has an average of over 25 years of experience in the energy industry and a proven record of successfully managing, operating, developing, building, acquiring and integrating midstream assets, while exercising responsible environmental stewardship. Our management team has strong and established relationships with producers, marketers, LDCs and other end users of natural gas, which should be beneficial in pursuing expansion opportunities. Our management team is also committed to maintaining and continually improving the safety, reliability and efficiency of our operations, which we believe is key to attracting new customers and maintaining relationships with our current customers, regulators and the communities in which we operate. Our management team’s disciplined capital governance process should enable us to evaluate expansion opportunities while preserving our high quality portfolio.

• Strong financial position. We are focused on maintaining a strong overall financial position and long-term capital structure, increasing cash flow generation and maintaining balance sheet strength. Maintaining a balanced capital structure, appropriate leverage and other key financial metrics should afford us enhanced access to capital markets at a competitive cost of capital. A strong financial position should provide us with the maximum flexibility to grow in a prudent and disciplined manner throughout our industry cycles.

Risk Factors

Ownership of DT Midstream common stock is subject to numerous risks, including risks relating to the Spin-Off. The following list of risk factors is not exhaustive. Please read the information in the section entitled “Risk Factors” beginning on page 29 of this Information Statement for a more thorough description of these and other risks.

Risks Relating to Our Business

Demand for Our Services and Customer 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 operations depend, in part, on drilling, capital allocation and production decisions of others.

• We depend on three key customers, Indigo Natural Resources, LLC and/or its affiliates, Southwestern Energy Company and/or its affiliates and Antero Resources Corporation and/or its affiliates, for 37%, 31% and 11% of our revenues, respectively, for the fiscal year ended December 31, 2020. The loss of, or reduction in volumes from, any of these customers could result in a decline in demand for our services and 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.

5

• Our contract counterparties may suspend, reduce or terminate their obligations in certain circumstances, including events of force majeure, which could materially adversely affect our business, financial condition and results of operations.

• 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.

Other Strategic and Operational Risks

• 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.

• 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.

• We have entered into joint ventures, and may in the future enter into additional or modify existing joint ventures, that 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 do not own the majority of the land on which assets are located, which could disrupt our current and future operations.

Liquidity, Credit and Financial Risks

• Our business is expected to have a higher cost of capital than DTE Energy and we may not have access to financing sources on favorable terms, or at all, which could materially adversely affect our business, financial condition and results of operations.

• Fluctuations in energy prices 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.

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.

• Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities and changes in these laws could materially adversely affect our business, financial condition and results of operations.

• Our natural gas transportation and storage operations are subject to extensive regulation by the Federal Energy Regulatory Commission, which we refer to as “FERC,” and state regulatory authorities and changes in FERC or state regulation, or changes in implementation of such regulation, could materially adversely affect our business, financial condition and results of operations.

6

Pipeline Safety and Maintenance Risks

• We may incur significant costs and liabilities as a result of pipeline integrity management program testing and any necessary pipeline repair, or preventative or remedial measures.

• Certain portions of our pipeline infrastructure are aging, which 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 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.

Risks Relating to the Spin-Off

• If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes, DTE Energy or holders of DTE Energy common stock who receive shares of DT Midstream common stock in connection with the Spin-Off could be subject to significant tax liability.

• We could have an indemnification obligation to DTE Energy if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal income tax purposes, which could materially adversely affect our business, financial condition and results of operations.

• We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.

• We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations.

• We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly traded company, and we may experience increased costs after the Spin-Off.

Risks Relating to Our Common Stock

• No market for our common stock currently exists and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

• We are an emerging growth company and the information we provide shareholders may be different from information provided by other public companies, which may result in a less active trading market for our common stock and higher volatility in our stock price.

• Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

• We cannot assure that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock.

The Spin-Off

On October 27, 2020, DTE Energy announced plans for the complete legal and structural separation of DT Midstream from DTE Energy.

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To effect the separation, first, DTE Energy will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement. DTE Energy will subsequently distribute all of DT Midstream’s common stock to DTE Energy’s shareholders, and DT Midstream, holding the Midstream Business, will become an independent, publicly traded company.

Prior to completion of the Spin-Off, we intend to enter into a Separation and Distribution Agreement and several other agreements with DTE Energy related to the Spin-Off. These agreements will govern the relationship between DTE Energy and us up to and after completion of the Spin-Off and allocate between DTE Energy and us various assets, liabilities and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. See the section entitled “Certain Relationships and Related Party Transactions” beginning on page 172 of this Information Statement for more detail. No approval of DTE Energy’s shareholders is required in connection with the Spin-Off, and DTE Energy’s shareholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the waiver by DTE Energy’s board of directors, which we refer to as the “DTE Energy Board,” of a number of conditions. If the DTE Energy Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, and the result of such waiver is material to DTE Energy shareholders, DTE Energy will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the DTE Energy Board waives a condition after this Registration Statement becomes effective and such waiver is material to DTE Energy shareholders, DTE Energy will communicate such change to DTE Energy shareholders by filing a Current Report on Form 8-K describing the change.

In addition, DTE Energy has the right not to complete the Spin-Off if, at any time, the DTE Energy Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of DTE Energy or its shareholders, or is otherwise not advisable. If the Spin-Off is not completed for any reason, DTE Energy and DT Midstream will have incurred significant costs related to the Spin-Off, including fees for consultants, financial and legal advisors, accountants and auditors, that will not be recouped. Total one-time transaction costs associated with the Spin-Off are preliminarily estimated to range from $70 million to $80 million if the Spin-Off is completed, of which DT Midstream is expected to incur approximately $30 million to $35 million of costs and DTE Energy is expected to incur $40 million to $45 million of costs. If the Spin-Off is not completed for any reason, the one-time transaction costs will generally be limited to the transaction costs incurred for services rendered as of the date the Spin-Off is abandoned, which will be less than the ranges noted above. Our management will also have devoted significant time to manage the Spin-Off process, which will decrease the time they will have to manage the business of DTE Energy and DT Midstream. See the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement for more detail.

Reasons for the Spin-Off

A wide variety of factors were considered by the DTE Energy Board in evaluating the Spin-Off. Among other things, the DTE Energy Board considered a number of potential benefits of the Spin-Off, including:

• Strategic clarity and flexibility. Following the Spin-Off, DTE Energy and DT Midstream will each have a more focused business and be better able to dedicate financial, management and other resources to leverage its areas of strength and differentiation. Each company will pursue appropriate growth opportunities and execute strategic plans best suited to address the distinct market trends and opportunities for its business.

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• Focused management. The Spin-Off will allow the management of each of DTE Energy and DT Midstream to devote its time and attention to the development and implementation of corporate strategies and policies that are based on the specific business characteristics of their respective companies and markets. Each company will be able to adapt more quickly to address specific market dynamics, target investments in select growth areas and accelerate decision-making processes. This includes, in the case of DT Midstream, enhanced focus on accretive growth opportunities, projects and asset reliability.

• Distinct and clear financial profiles and compelling investment cases. Investment in one or the other company may appeal to investors with different goals, interests and expectations. The Spin-Off will allow investors to make independent investment decisions with respect to DTE Energy and DT Midstream and may result in greater alignment between the interests of each company’s shareholder base and the characteristics of its respective business, capital structure and financial results.

• Separate capital structures and allocation flexibility. The Spin-Off will enable each of DTE Energy and DT Midstream to leverage its distinct growth profile and cash flow characteristics to optimize its capital structure and capital allocation strategy. The Spin-Off will permit each company to allocate its financial resources to meet the unique needs of its own businesses, which will allow each company to intensify its focus on its distinct strategic priorities and individual business risk and return profiles.

• Creation of independent equity securities and increased strategic opportunities. The Spin-Off will afford DTE Energy and DT Midstream the ability to offer their independent equity securities to the capital markets and enable each standalone company to use its own industry-focused stock to pursue portfolio enhancing acquisitions or other strategic opportunities that are more closely aligned with each company’s strategic goals and expected growth opportunities.

The DTE Energy Board also considered a number of potentially negative factors in evaluating the Spin-Off. Notwithstanding these costs and risks, the anticipated costs of which are not reasonably quantifiable, and considering the factors discussed above, the DTE Energy Board determined that the Spin-Off provided the best opportunity to achieve the above benefits and enhance shareholder value. Neither DTE Energy nor DT Midstream can assure you that, following the Spin-Off, any of the benefits described above or otherwise will be realized to the extent anticipated or at all. For additional information, see the sections entitled “Risk Factors” and the “The Spin-Off—Reasons for the Spin-Off” beginning on pages 29 and 69, respectively, of this Information Statement.

Emerging Growth Company Status

We are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012. We will continue to be an emerging growth company until the earliest to occur of the following:

• the last day of the fiscal year in which our total annual gross revenues first meet or exceed $1.07 billion (as adjusted for inflation);

• the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt;

• the last day of the fiscal year in which we (i) have an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more (measured at the end of each fiscal year) as of the last business day of our most recently completed second fiscal quarter and (ii) have been a reporting company under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” for at least one year (and filed at least one annual report under the Exchange Act); or

• the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act of 1933.

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For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies, reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval on golden parachute compensation not previously approved. We may choose to take advantage of some or all of these reduced burdens. For example, we have taken advantage of the reduced disclosure obligations regarding executive compensation in this Information Statement. For as long as we take advantage of the reduced reporting obligations, the information we provide shareholders may be different from information provided by other public companies. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our stock price.

In addition, we have elected to not take advantage of the extended transition period that allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, which means that the financial statements included in this Information Statement, as well as financial statements we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies. Our election not to take advantage of the extended transition period is irrevocable.

DT Midstream Indebtedness

In connection with the Spin-Off, DT Midstream expects to incur indebtedness in the aggregate principal amount of approximately $3.10 billion in the form of senior notes and a term loan, the net proceeds of which will be distributed to DTE Energy prior to the consummation of the Spin-Off. We also expect to enter into a $750 million revolving credit facility for working capital and other cash flow needs. The terms of such indebtedness are subject to change and will be finalized prior to the consummation of the Spin-Off. See the section entitled “Description of Our Indebtedness” beginning on page 178 of this Information Statement for more detail.

Other Information

We are a Delaware corporation. Our principal executive offices are located at One Energy Plaza Detroit, Michigan 48226-1279. Our telephone number is (313) 402-8532. Our website address is www.DTMidstream.com (which we expect to be operational on or prior to the Distribution Date). Information contained on, or connected to, our website or DTE Energy’s website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10, of which this Information Statement is a part, or any other filings with, or any information furnished or submitted to, the Securities and Exchange Commission, which we refer to as the “SEC.”

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Reasons for Furnishing This Information Statement

We are furnishing this Information Statement solely to provide information to DTE Energy’s shareholders who will receive shares of our common stock in the Distribution. DTE Energy’s shareholders are not required to vote on the Distribution. Therefore, you are not being asked for a proxy and you are not required to send a proxy to DTE Energy. You do not need to pay any consideration, exchange or surrender your existing shares of DTE Energy common stock or take any other action to receive your shares of DT Midstream common stock. You should not construe this Information Statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of DTE Energy. We believe that the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor DTE Energy undertakes any obligation to update the information except in the normal course of our and DTE Energy’s respective public disclosure obligations and practices.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

The following provides only a summary of certain information regarding the Spin-Off. You should read this Information Statement in its entirety for a more detailed description of the matters described below.

Q: Why am I receiving this Information Statement?

A: DTE Energy is making this Information Statement available to you because you are a holder of shares of DTE Energy common stock. If you are a holder of shares of DTE Energy common stock as of the Record Date (as defined below), for every two shares of DTE Energy common stock that you hold as of the Record Date, you will be entitled to receive one share of DT Midstream common stock. This Information Statement will help you understand how the Spin-Off will affect your post-Distribution ownership in DTE Energy and DT Midstream.

Q: What is the Spin-Off?

A: The Spin-Off is the method by which we will separate from DTE Energy. In the Spin-Off, DTE Energy will distribute to its shareholders all the outstanding shares of our common stock in a transaction, which we refer to as the “Distribution.” Following the Spin-Off, we will be an independent, publicly traded company, and DTE Energy will not retain any ownership interest in us. DTE Energy will continue as an independent, publicly traded company primarily focused on its electric and natural gas utility business.

Q: Will the number of DTE Energy shares I own change as a result of the Spin-Off?

A: No, the number of shares of DTE Energy common stock you own will not change as a result of the Spin-Off.

Q: What are the reasons for the Spin-Off?

A: A wide variety of factors were considered by the DTE Energy Board in evaluating the Spin-Off. Among other things, the DTE Energy Board considered a number of potential benefits of the Spin-Off, including:

• Strategic clarity and flexibility. Following the Spin-Off, DTE Energy and DT Midstream will each have a more focused business and be better able to dedicate financial, management and other resources to leverage its areas of strength and differentiation. Each company will pursue appropriate growth opportunities and execute strategic plans best suited to address the distinct market trends and opportunities for its business.

• Focused management. The Spin-Off will allow the management of each of DTE Energy and DT Midstream to devote its time and attention to the development and implementation of corporate strategies and policies that are based on the specific business characteristics of their respective companies and markets. Each company will be able to adapt more quickly to address specific market dynamics, target investments in select growth areas and accelerate decision-making processes. This includes, in the case of DT Midstream, enhanced focus on accretive growth opportunities, projects and asset reliability.

• Distinct and clear financial profiles and compelling investment cases. Investment in one or the other company may appeal to investors with different goals, interests and expectations. The Spin-Off will allow investors to make independent investment decisions with respect to DTE Energy and DT Midstream and may result in greater alignment between the interests of each company’s shareholder base and the characteristics of its respective business, capital structure and financial results.

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• Separate capital structures and allocation flexibility. The Spin-Off will enable each of DTE Energy and DT Midstream to leverage its distinct growth profile and cash flow characteristics to optimize its capital structure and capital allocation strategy. The Spin-Off will permit each company to allocate its financial resources to meet the unique needs of its own businesses, which will allow each company to intensify its focus on its distinct strategic priorities and individual business risk and return profiles.

• Creation of independent equity securities and increased strategic opportunities. The Spin-Off will afford DTE Energy and DT Midstream the ability to offer their independent equity securities to the capital markets and enable each standalone company to use its own industry-focused stock to pursue portfolio enhancing acquisitions or other strategic opportunities that are more closely aligned with each company’s strategic goals and expected growth opportunities.

The DTE Energy Board also considered a number of potentially negative factors in evaluating the Spin-Off. Notwithstanding these costs and risks, the anticipated costs of which are not reasonably quantifiable, and considering the factors discussed above, the DTE Energy Board determined that the Spin-Off provided the best opportunity to achieve the above benefits and enhance shareholder value. Neither DTE Energy nor DT Midstream can assure you that, following the Spin-Off, any of the benefits described above or otherwise will be realized to the extent anticipated or at all. For additional information, see the sections entitled “Risk Factors” and “The Spin-Off—Reasons for the Spin-Off” beginning on pages 29 and 69, respectively, of this Information Statement.

Q: Why is the separation of DT Midstream structured as a spin-off?

A: DTE Energy believes that a tax-free distribution of our shares is the most efficient way to separate our business from DTE Energy in a manner that will achieve the above benefits.

Q: What will I receive in the Spin-Off in respect of my shares of DTE Energy common stock?

A: As a holder of DTE Energy common stock, for every two shares of DTE Energy common stock you hold on the Record Date, you will receive a dividend of one share of DT Midstream common stock. The distribution agent will distribute only whole shares of our common stock in the Spin-Off. See “—How will fractional shares be treated in the Distribution?” beginning on page 16 of this Information Statement for more information on the treatment of the fractional shares you may be entitled to receive in the Distribution. Your proportionate interest in DTE Energy will not change as a result of the Spin-Off.

Q: What is being distributed in the Spin-Off?

A: DTE Energy will distribute approximately 96,863,680 shares of our common stock in the Spin-Off, based on the approximately 193,727,361 shares of DTE Energy common stock outstanding as of March 31, 2021. The actual number of shares of our common stock that DTE Energy will distribute will depend on the total number of shares of DTE Energy common stock outstanding on the Record Date. The shares of our common stock that DTE Energy distributes will constitute all of the issued and outstanding shares of our common stock immediately prior to the Distribution. For more information on the shares being distributed in the Spin-Off, see the section entitled “Description of Our Capital Stock—Common Stock” beginning on page 179 of this Information Statement.

Q: What is the record date for the Distribution?

A: DTE Energy will determine record ownership as of the close of business on [                ], 2021, which we refer to as the “Record Date.”

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Q: When will the Distribution occur?

A: The Distribution will be effective as of [                ], New York City time, on [                ], 2021, which we refer to as the “Distribution Date.” On or shortly after the Distribution Date, the whole shares of our common stock will be credited in book-entry accounts for DTE Energy shareholders entitled to receive the shares in the Distribution. See “—How will DTE Energy distribute shares of our common stock?” beginning on page 16 of this Information Statement for more information on how to access your book-entry account or your bank, brokerage or other account holding the DT Midstream common stock you receive in the Distribution on and following the Distribution Date.

Q: What do I have to do to participate in the Distribution?

A: All holders of DTE Energy’s common stock as of the Record Date will participate in the Distribution. You are not required to take any action in order to participate, but we urge you to read this Information Statement carefully. Holders of DTE Energy common stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of DTE Energy common stock, in order to receive shares of our common stock in the Distribution. In addition, no shareholder approval of the Distribution is required. We are not asking you for a vote and request that you do not send us a proxy card.

Q: If I sell my shares of DTE Energy common stock on or before the Distribution Date, will I still be entitled to receive shares of DT Midstream common stock in the Distribution?

A: If you sell your shares of DTE Energy common stock before the Record Date, you will not be entitled to receive shares of DT Midstream common stock in the Distribution. If you hold shares of DTE Energy common stock on the Record Date and decide to sell them on or before the Distribution Date, you may be able to choose to sell your DTE Energy common stock with or without your entitlement to the DT Midstream common stock to be distributed in the Spin-Off. You are encouraged to consult with your bank, broker or other nominee, as applicable, and your financial advisor regarding your options and the specific implications of selling your shares of DTE Energy common stock prior to or on the Distribution Date. See the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement for more information.

Q: Is the completion of the Spin-Off subject to the satisfaction or waiver of any conditions?

A: Yes, the completion of the Spin-Off is subject to the satisfaction, or the DTE Energy Board’s waiver, of the following conditions:

• the DTE Energy Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to DTE Energy shareholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the New York Stock Exchange, which we refer to as the “NYSE,” or another national securities exchange approved by DTE Energy, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this Information Statement is a part, under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

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• DTE Energy shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Internal Revenue Code apply;

• the DTE Energy Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of DTE Energy prior to the Spin-Off and each of DTE Energy and DT Midstream after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of DTE Energy shall have occurred or failed to occur that prevents the consummation of the Distribution;

• Bluestone Gas Corporation of New York, Inc., which we refer to as “Bluestone,” DTE Energy and DT Midstream shall have received a satisfactory final order from the New York Public Service Commission relating to the transfer of indirect ownership interests in Bluestone from DTE Energy to DT Midstream;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the DTE Energy Board, would result in the Distribution having a material adverse effect on DTE Energy or its shareholders;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of DTE Energy common stock as of the Record Date;

• DTE Energy shall have duly elected the individuals to be listed as members of our post-Distribution Board in this Information Statement, and such individuals shall be the members of our Board of Directors, which we refer to as the “Board,” immediately after the Distribution; provided, however, that to the extent required by any law or requirement of the NYSE or any other national securities exchange, as applicable, the existing directors shall appoint one independent director prior to the date on which “when-issued” trading of our common stock begins and this independent director shall begin his or her term prior to the Distribution and shall serve on our Audit Committee, Corporate Governance Committee and Organization and Compensation Committee; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10, of which this Information Statement is a part, shall be in effect.

DTE Energy and DT Midstream cannot assure you that any or all of these conditions will be met, or that the Distribution will be consummated even if all of the conditions are met. DTE Energy may at any time prior to the Distribution Date decide to abandon the Distribution or modify or change the terms of the Distribution. If the DTE Energy Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, and the result of such waiver is material to DTE Energy shareholders, DTE Energy will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the DTE Energy Board waives a condition after this Registration Statement becomes effective and such waiver is material to DTE Energy shareholders, DTE Energy will communicate such change to DTE Energy shareholders by filing a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement.

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Q: Can DTE Energy decide to cancel the Distribution even if all the conditions have been satisfied?

A: Yes. The DTE Energy Board may, in its sole discretion and at any time prior to the Distribution Date, decide to terminate or abandon the Distribution even if all the conditions to the Distribution have been satisfied if the DTE Energy Board determines that the Distribution is not in the best interests of DTE Energy or its shareholders or is otherwise not advisable. For a more detailed description, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement.

Q: How will DTE Energy distribute shares of our common stock?

A: Registered shareholders: If you are a registered shareholder (meaning you own your shares of DTE Energy common stock directly through DTE Energy’s transfer agent, Equiniti Trust Company, which we refer to as “EQ Shareowner Services”), our distribution agent will credit the whole shares of our common stock you receive in the Distribution to a new book-entry account with our transfer agent, EQ Shareowner Services, on or shortly after the Distribution Date. Our distribution agent will mail you a book-entry account statement that reflects the number of whole shares of our common stock you own. You will be able to access information regarding your book-entry account holding the DT Midstream shares at www.shareowneronline.com or by calling (866) 388-8558.

“Street name” or beneficial shareholders: If you own your shares of DTE Energy common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our common stock you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account.

We will not issue any physical stock certificates to any shareholders, even if requested. See the section entitled “The Spin-Off—When and How You Will Receive DT Midstream Shares” beginning on page 71 of this Information Statement for a more detailed explanation.

Q: How will fractional shares be treated in the Distribution?

A: The distribution agent will not distribute any fractional shares of our common stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of DTE Energy shareholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales in the “when-issued” market, and “when-issued” trades will generally settle within two trading days following the Distribution Date. See “—How will DT Midstream common stock trade?” beginning on page 17 of this Information Statement for additional information regarding “when-issued” trading and the section entitled “The Spin-Off—Treatment of Fractional Shares” beginning on page 72 of this Information Statement for a more detailed explanation of the treatment of fractional shares. The distribution agent will, in its sole discretion, without any influence by DTE Energy or us, determine when, how, through which broker-dealer and at what price to sell the whole shares of DT Midstream common stock. The distribution agent is not, and any broker-dealer used by the distribution agent will not be, an affiliate of either DTE Energy or us.

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Q: What are the U.S. federal income tax consequences to me of the Distribution?

A: For U.S. federal income tax purposes, no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder (as defined in the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement) as a result of the Distribution, except with respect to any cash received by DTE Energy shareholders in lieu of fractional shares. With respect to Non-U.S. Holders, please see the discussion below under the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off—Consequences to Holders of DTE Energy Common Stock—Non-U.S. Holders—Distribution of Our Common Stock” beginning on page 76 of this Information Statement. After the Distribution, DTE Energy shareholders generally should allocate their aggregate tax basis in their DTE Energy common stock held immediately before the Distribution between their DTE Energy common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to certain adjustments). See the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement for more information regarding the potential tax consequences to you of the Spin-Off.

We urge you to consult your tax advisor as to the specific tax consequences of the Distribution to you, including the effect of any U.S. federal, state, local or foreign tax laws and of changes in applicable tax laws.

Q: Does DT Midstream intend to pay cash dividends?

A: Following the Distribution, we expect that DT Midstream will initially pay a regular cash dividend on a quarterly basis in an amount based on a dividend coverage ratio of approximately 2.00:1.00. The dividend coverage ratio represents the total Distributable Cash Flow divided by the total dividends paid to shareholders. However, the timing, declaration, amount of and payment of any dividends will be within the discretion of the Board and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. Moreover, if as expected we determine to initially pay a dividend following the Distribution, there can be no assurance that we will continue to pay dividends in the same amounts or at all thereafter. We have not adopted, and do not currently expect to adopt, a separate written dividend policy to reflect our Board’s policy. See the section entitled “Dividend Policy” beginning on page 84 of this Information Statement for more information. Distributable Cash Flow is a non-GAAP financial measure. See the section entitled “Selected Historical Financial Data—Non-GAAP Financial Information” beginning on page 87 of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

Q: Will DT Midstream incur any debt prior to or at the time of the Distribution?

A: In connection with the Spin-Off, DT Midstream expects to incur indebtedness in the aggregate principal amount of approximately $3.10 billion in the form of senior notes and a term loan, the net proceeds of which will be distributed to DTE Energy prior to the consummation of the Spin-Off. We also expect to enter into a $750 million revolving credit facility for working capital and other cash flow needs. The terms of such indebtedness are subject to change and will be finalized prior to the consummation of the Spin-Off. See the section entitled “Description of Our Indebtedness” beginning on page 178 of this Information Statement for more detail.

Q: How will DT Midstream common stock trade?

A: Currently, there is no public market for our common stock. We intend to list our common stock on the NYSE under the ticker symbol “DTM.”

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We anticipate that trading in our common stock will begin on a “when-issued” basis on or shortly before the Record Date for the Distribution and will continue up to and including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. “When-issued” trades generally settle within two trading days after the Distribution Date. On the first trading day following the Distribution Date, any “when-issued” trading of our common stock will end and “regular-way” trading will begin. “Regular-way” trading refers to trading after the security has been distributed and typically involves a trade that settles on the second full trading day following the date of the trade. See the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement for more information. We cannot predict the trading prices for our common stock before, on or after the Distribution Date.

Q: What will happen to the listing of DTE Energy’s common stock?

A: DTE Energy’s common stock will continue to trade on the NYSE under the ticker symbol “DTE” after the Distribution.

Q: Will the Spin-Off affect the trading price of my DTE Energy common stock?

A: We expect the trading price of shares of DTE Energy common stock immediately following the Distribution to be lower than the trading price immediately prior to the Distribution because the trading price will no longer reflect the value of the Midstream Business. Furthermore, until the market has fully analyzed the value of DTE Energy without the Midstream Business, the trading price of shares of DTE Energy common stock may fluctuate and result in a higher volatility in stock price. There can be no assurance that, following the Distribution, the combined trading prices of the DTE Energy common stock and the DT Midstream common stock will equal or exceed what the trading price of DTE Energy common stock would have been in the absence of the Spin-Off.

It is possible that after the Spin-Off, the combined equity value of DTE Energy and DT Midstream will be less than DTE Energy’s equity value before the Spin-Off.

Q: What will happen to DTE Energy restricted stock awards, performance share awards and phantom share awards in connection with the Spin-Off?

A: We expect that outstanding equity awards at the time of the Spin-Off will be treated as follows:

Restricted Stock Awards. We expect that each DTE Energy restricted stock award held on the Distribution Date by any individual who is an employee of DT Midstream immediately following the Spin-Off, each of whom we refer to as a “DT Midstream Holder,” will convert into a DT Midstream restricted stock unit award in a manner that preserves the value of the award following the Spin-Off. We expect that each DTE Energy restricted stock award held on the Distribution Date by any employee or non-employee director (or former employee or non-employee director) of DTE Energy immediately following the Spin-Off (other than employees of DT Midstream immediately following the Spin-Off), each of whom we refer to as a “DTE Energy Holder,” will remain a DTE Energy restricted stock award and will be adjusted to preserve the value of the award following the Spin-Off. After the Spin-Off, the DTE Energy restricted stock awards and DT Midstream restricted stock unit awards will be subject to substantially the same terms and conditions as the original DTE Energy restricted stock awards, except that the vesting of awards held by DT Midstream Holders will be based on continued service with DT Midstream.

Performance Share Awards. We expect the treatment of DTE Energy performance share awards that are outstanding on the Distribution Date to depend on whether the award is held by a DT Midstream Holder or a DTE Energy Holder and, in the case of DT Midstream Holders, to depend on the year in which the award was granted, as described below.

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DTE Energy Performance Share Awards Held by DT Midstream Holders

2019 Awards. We expect that each DTE Energy performance share award granted in 2019 and held by a DT Midstream Holder on the Distribution Date will become vested immediately prior to the Spin-Off as to two-thirds of the award based on actual performance as of December 31, 2020, and the unvested portion will cease to be outstanding as of the Spin-Off. In connection with the Spin-Off, DT Midstream will grant to DT Midstream Holders who held DTE Energy performance share awards granted in 2019 a new DT Midstream performance share of similar value to the portion of such DTE Energy performance share award that ceased to be outstanding.

2020 Awards. We expect that each DTE Energy performance share award granted in 2020 and held by a DT Midstream Holder on the Distribution Date will become vested immediately prior to the Spin-Off as to one-third of the award based on actual performance as of December 31, 2020, and the unvested portion will cease to be outstanding as of the Spin-Off. In connection with the Spin-Off, DT Midstream will grant to DT Midstream Holders who held DTE Energy performance share awards granted in 2020 a new DT Midstream performance share of similar value to the portion of such DTE Energy performance share award that ceased to be outstanding.

2021 Awards. We expect that each DTE Energy performance share award granted in 2021 and held by a DT Midstream Holder on the Distribution Date will be replaced with a DT Midstream performance share award, based on the target number of performance shares, in a manner that preserves the value of the award following the Spin-Off.

In all cases, we expect that the substitute DT Midstream performance share awards will be subject to substantially the same terms and conditions as the corresponding DTE Energy performance share awards, except that the vesting of the DT Midstream performance share awards will be based on the holder’s service with DT Midstream and on DT Midstream performance metrics, except as otherwise described herein.

DTE Energy Performance Share Awards Held by DTE Energy Holders. We expect that each DTE Energy performance share award granted in 2019, 2020 and 2021 and held by a DTE Energy Holder on the Distribution Date will remain a DTE Energy performance share award and will be adjusted in a manner that preserves the target value of the award following the Spin-Off. Each adjusted performance share award will be subject to substantially the same terms and conditions as the original DTE Energy performance share award.

Phantom Share Awards. We expect that each DTE Energy phantom share award held on the Distribution Date by any non-employee director of DTE Energy immediately following the Spin-Off will remain a DTE Energy phantom share and will be adjusted to preserve the value of the award following the Spin-Off. Each adjusted phantom share award will be subject to substantially the same terms and conditions as the original DTE Energy phantom share award.

For additional information on the treatment of our equity-based awards in the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 72 of this Information Statement.

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Q: What will DT Midstream’s relationship be with DTE Energy following the Spin-Off?

A: Following the Distribution, DT Midstream and DTE Energy will be separate companies with separate management teams and separate boards of directors and DTE Energy will not own any shares of our common stock. DT Midstream will enter into a Separation and Distribution Agreement with DTE Energy to effect the separation and provide a framework for the relationship between DT Midstream and DTE Energy after the Spin-Off, and will enter into certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement. These agreements will allocate between DT Midstream and DTE Energy the assets, employees, liabilities and obligations of DTE Energy and its subsidiaries attributable to periods prior to, at and after the Distribution, provide for certain services to be delivered on a transitional basis and govern the relationship between DT Midstream and DTE Energy following the Spin-Off. In addition to the aforementioned agreements, we are also currently party to, or intend to enter into, various other agreements with DTE Energy and its subsidiaries, including certain pipelines, gathering and storage services and operating and maintenance agreements, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to, and we do not consider these agreements to be material to DTE Energy and its subsidiaries. For additional information regarding the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement and Employee Matters Agreement, see the sections entitled “Risk Factors—Risks Relating to the Spin-Off” and “Certain Relationships and Related Party Transactions” beginning on pages 53 and 172, respectively, of this Information Statement.

Q: Who will manage DT Midstream following the Spin-Off?

A: DT Midstream will be led by David Slater, who will be DT Midstream’s President and Chief Executive Officer, Robert Skaggs, Jr., who will be DT Midstream’s Executive Chairman, and Jeffrey Jewell, who will be DT Midstream’s Chief Financial Officer. For more information regarding DT Midstream’s directors and management, see the section entitled “Management” beginning on page 143 of this Information Statement.

Q: Do I have appraisal rights in connection with the Spin-Off?

A: No. Holders of DTE Energy common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q: Who is the transfer agent and registrar for DT Midstream common stock?

A: Equiniti Trust Company, which we also refer to as “EQ Shareowner Services” in this Information Statement.

Q: Are there risks associated with owning shares of DT Midstream common stock?

A: Yes. Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being an independent, publicly traded company. Accordingly, you should read carefully the information set forth in the section entitled “Risk Factors” beginning on page 29 of this Information Statement.

Q: Where can I get more information?

A: If you have any questions relating to the mechanics of the Distribution, you should contact the distribution agent at:

EQ Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120

Phone: (866) 388-8558

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Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact DTE Energy at:

Investor Relations, 819 WCB

DTE Energy Company

One Energy Plaza

Detroit, Michigan 48226

Phone: (313) 235-8030

E-mail: Investor_Relations@DTEEnergy.com

After the Spin-Off, if you have any questions relating to DT Midstream, you should contact us at:

Investor Relations

DT Midstream, Inc.

One Energy Plaza

Detroit, Michigan 48226

Phone: (313) 402-8532

E-mail: investor_relations@dtmidstream.com

A link to our investor relations website and additional contact information will be made available at www.DTMidstream.com (which we expect to be operational on or prior to the Distribution Date). Information contained on, or connected to, our website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10, of which this Information Statement is a part, or any other filings with, or any information furnished or submitted to, the SEC.

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SUMMARY OF THE SPIN-OFF

Distributing Company DTE Energy Company, a Michigan corporation that holds all of our common stock issued and outstanding prior to the Distribution. After the Distribution, DTE Energy will not own any shares of our common stock.

Distributed Company DT Midstream, Inc., a Delaware corporation and a wholly owned subsidiary of DTE Energy. At the time of the Distribution, we will hold, directly or through our subsidiaries, the assets and liabilities of the Midstream Business. After the Spin-Off, we will be an independent, publicly traded company.

Distributed Securities All shares of our common stock owned by DTE Energy, which will be 100% of our common stock issued and outstanding immediately prior to the Distribution. Based on the approximately 193,727,361 shares of DTE Energy common stock outstanding on March 31, 2021, and applying the distribution ratio pursuant to which, for every two shares of DTE Energy common stock, one share of DT Midstream common stock will be distributed, approximately 96,863,680 shares of DT Midstream common stock will be distributed.

Record Date The Record Date is the close of business on [                ], 2021.

Distribution Date The Distribution Date is [                ], 2021.

Distribution Ratio For every two shares of DTE Energy common stock each DTE Energy shareholder holds on the Record Date, it will receive one share of our common stock. The distribution agent will distribute only whole shares of our common stock in the Spin-Off. See the section entitled “The Spin-Off—Treatment of Fractional Shares” beginning on page 72 of this Information Statement for more detail. Please note that if you sell your shares of DTE Energy common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the DTE Energy shares that you sold. For more information, see the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement.

The Distribution On the Distribution Date, DTE Energy will release the shares of our common stock to the distribution agent to distribute to DTE Energy shareholders. DTE Energy will distribute our shares in book-entry form and thus we will not issue any physical stock certificates. You will not be required to make any payment, surrender or exchange your shares of DTE Energy common stock or take any other action to receive your shares of our common stock.

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Fractional Shares The distribution agent will not distribute any fractional shares of our common stock to DTE Energy shareholders. Instead, the distribution agent will first aggregate fractional shares into whole shares, then sell the whole shares in the open market at prevailing market prices on behalf of DTE Energy shareholders entitled to receive a fractional share, and finally distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). If you receive cash in lieu of fractional shares, you will not be entitled to any interest on the payments. The cash you receive in lieu of fractional shares generally will, for U.S. federal income tax purposes, be taxable as described under the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement.

Conditions to the Spin-Off Completion of the Spin-Off is subject to the satisfaction, or the DTE Energy Board’s waiver, of the following conditions:

• the DTE Energy Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to DTE Energy shareholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the NYSE or another national securities exchange approved by DTE Energy, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this Information Statement is a part, under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• DTE Energy shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Internal Revenue Code apply;

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• the DTE Energy Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of DTE Energy prior to the Spin-Off and each of DTE Energy and DT Midstream after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of DTE Energy shall have occurred or failed to occur that prevents the consummation of the Distribution;

• Bluestone Gas Corporation of New York, Inc., which we refer to as “Bluestone,” DTE Energy and DT Midstream shall have received a satisfactory final order from the New York Public Service Commission relating to the transfer of indirect ownership interests in Bluestone from DTE Energy to DT Midstream;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the DTE Energy Board, would result in the Distribution having a material adverse effect on DTE Energy or its shareholders;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of DTE Energy common stock as of the Record Date;

• DTE Energy shall have duly elected the individuals to be listed as members of our post-Distribution Board in this Information Statement, and such individuals shall be the members of our Board immediately after the Distribution; provided, however, that to the extent required by any law or requirement of the NYSE or any other national securities exchange, as applicable, the existing directors shall appoint one independent director prior to the date on which “when-issued” trading of our common stock begins and this independent director shall begin his or her term prior to the Distribution and shall serve on our Audit Committee, Corporate Governance Committee and Organization and Compensation Committee; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10, of which this Information Statement is a part, shall be in effect.

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The fulfillment of the foregoing conditions will not create any obligation on the part of DTE Energy to complete the Spin-Off. We are not aware of any material U.S. federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, in connection with the Distribution. On April 16, 2021, the New York Public Service Commission issued a satisfactory final order relating to the transfer of indirect ownership interests in Bluestone from DTE Energy to DT Midstream, thereby satisfying the relevant above condition. If the DTE Energy Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, and the result of such waiver is material to DTE Energy shareholders, DTE Energy will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the DTE Energy Board waives a condition after this Registration Statement becomes effective and such waiver is material to DTE Energy shareholders, DTE Energy will communicate such change to DTE Energy shareholders by filing a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement.

In addition, DTE Energy has the right not to complete the Spin-Off if, at any time, the DTE Energy Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of DTE Energy or its shareholders, or is otherwise not advisable. If the Spin-Off is not completed for any reason, DTE Energy and DT Midstream will have incurred significant costs related to the Spin-Off, including fees for consultants, financial and legal advisors, accountants and auditors, that will not be recouped. Total one-time transaction costs associated with the Spin-Off are preliminarily estimated to range from $70 million to $80 million if the Spin-Off is completed, of which DT Midstream is expected to incur approximately $30 million to $35 million of costs and DTE Energy is expected to incur $40 million to $45 million of costs. If the Spin-Off is not completed for any reason, the one-time transaction costs will generally be limited to the transaction costs incurred for services rendered as of the date the Spin-Off is abandoned, which will be less than the ranges noted above. Our management will also have devoted significant time to manage the Spin-Off process, which will decrease the time they will have to manage the business of DTE Energy and DT Midstream.

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Trading Market and Ticker Symbol We intend to file an application to list our common stock on the NYSE under the ticker symbol “DTM.” We anticipate that, on or shortly before the Record Date, trading of shares of our common stock will begin on a “when-issued” basis and will continue up to and including the Distribution Date, and we expect that “regular-way” trading of our common stock will begin the first trading day after the Distribution Date.

We also anticipate that, on or shortly before the Record Date, there will be two markets in DTE Energy common stock: (i) a “regular-way” market on which shares of DTE Energy common stock will trade with an entitlement for the purchaser of DTE Energy common stock to receive shares of our common stock to be distributed in the Distribution, and (ii) an “ex-distribution” market on which shares of DTE Energy common stock will trade without an entitlement for the purchaser of DTE Energy common stock to receive shares of our common stock. For more information, see the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement.

Tax Consequences to DTE Energy Shareholders For U.S. federal income tax purposes, no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder (as defined in the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement) as a result of the Distribution, except with respect to any cash received by DTE Energy shareholders in lieu of fractional shares. With respect to Non-U.S. Holders, please see the discussion below under the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off—Consequences to Holders of DTE Energy Common Stock—Non-U.S. Holders—Distribution of Our Common Stock” beginning on page 76 of this Information Statement. After the Distribution, DTE Energy shareholders generally should allocate their aggregate tax basis in their DTE Energy common stock held immediately before the Distribution between their DTE Energy common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to certain adjustments). See the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement for more information regarding the potential tax consequences to you of the Spin-Off.

We urge you to consult your tax advisor as to the specific tax consequences of the Distribution to you, including the effect of any U.S. federal, state, local or foreign tax laws and of changes in applicable tax laws.

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Relationship with DTE Energy After the Spin-Off We intend to enter into several agreements with DTE Energy related to the Spin-Off, which will govern the relationship between DTE Energy and us up to and after completion of the Spin-Off and allocate between DTE Energy and us various assets, liabilities, rights and obligations. These agreements include:

• a Separation and Distribution Agreement that will set forth DTE Energy’s and our agreements regarding the principal actions that both parties will take in connection with the Spin-Off and aspects of our relationship following the Spin-Off;

• a Transition Services Agreement pursuant to which DTE Energy will provide us specified services on a transitional basis to help ensure an orderly transition following the Spin-Off;

• a Tax Matters Agreement that will govern the respective rights, responsibilities and obligations of DTE Energy and us after the Spin-Off with respect to all tax matters and will include restrictions to preserve the tax-free status of the Distribution; and

• an Employee Matters Agreement that will address employment, compensation and benefits matters, including the allocation and treatment of assets and liabilities relating to employees and compensation and benefits plans and programs in which our employees participate.

In addition to the above agreements, we are also currently party to, or intend to enter into, various other agreements with DTE Energy and its subsidiaries, including certain pipelines, gathering and storage services and operating and maintenance agreements, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to, and we do not consider these agreements to be material to DTE Energy and its subsidiaries. We describe these arrangements in greater detail under the section entitled “Certain Relationships and Related Party Transactions” beginning on page 172 of this Information Statement and describe some of the risks of these arrangements under the section entitled “Risk Factors—Risks Relating to the Spin-Off” beginning on page 53 of this Information Statement.

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Dividend Policy Following the Distribution, we expect that DT Midstream will initially pay a regular cash dividend on a quarterly basis in an amount based on a dividend coverage ratio of approximately 2.00:1.00. The dividend coverage ratio represents the total Distributable Cash Flow divided by the total dividends paid to shareholders. However, the timing, declaration, amount of and payment of any dividends will be within the discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. Moreover, if as expected we determine to initially pay a dividend following the Distribution, there can be no assurance that we will continue to pay dividends in the same amounts or at all thereafter. We have not adopted, and do not currently expect to adopt, a separate written dividend policy to reflect our Board’s policy. See the section entitled “Dividend Policy” beginning on page 84 of this Information Statement for more information. See the section entitled “Selected Historical Financial Data—Non-GAAP Financial Information” beginning on page 87 of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

Transfer Agent Equiniti Trust Company, which we also refer to as “EQ Shareowner Services” in this Information Statement.

Risk Factors Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being an independent, publicly traded company. Accordingly, you should read carefully the information set forth under the section entitled “Risk Factors” beginning on page 29 of this Information Statement.

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RISK FACTORS

You should carefully consider the following risks and other information in this Information Statement in evaluating DT Midstream and DT Midstream common stock. Any of the following risks and uncertainties could materially adversely affect our business, financial condition and results of operations. The following risks have generally been separated into three groups: risks relating to our business, risks relating to the Spin-Off and risks relating to our common stock. References to “we,” “our,” “us” and words of similar import in this section refer to DT Midstream and, unless otherwise specified, its unconsolidated joint ventures. We own both wholly owned pipeline and gathering assets which we operate as well as interests in joint venture pipeline assets. For more information, see the sections entitled, “Business—Our Operations and Business Segments” and “Business—Joint Ventures” beginning on pages 104 and 110, respectively, of this Information Statement.

Risks Relating to Our Business

Demand for Our Services and Customer 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.

Our operations depend, in part, on drilling, capital allocation and production decisions of others.

Our operations are dependent on the continued availability of natural gas. We have no control over the level of drilling activity in our areas of operation, the amount of reserves associated with wells connected to our gathering systems, or the rate at which production from wells decline. In addition, as the rate at which production from existing wells and natural gas supply basins with access to our systems naturally declines over time, our revenue associated with those wells will also decline. The amount of natural gas reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated.

Additionally, we have no control over producers or their drilling or production decisions, which are affected by, among other things:

• the availability and cost of capital and producers’ capital allocation decisions;

• producers’ focus on generating positive cash flow;

• prevailing and projected energy prices;

• demand for hydrocarbons;

• levels of reserves;

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• producers’ contractual obligations to us and other midstream companies;

• geological considerations;

• global or national health events, including epidemics and pandemics such as the ongoing COVID-19 pandemic;

• environmental or other governmental regulations;

• the availability of drilling permits; the availability of drilling rigs and crew; and

• other production and development costs.

We depend on three key customers, Indigo Natural Resources, LLC and/or its affiliates, which we refer to as “Indigo,” Southwestern Energy Company and/or its affiliates, which we refer to as “Southwestern,” and Antero Resources Corporation and/or its affiliates, which we refer to as “Antero,” for 37%, 31% and 11% of our revenues, respectively, for the fiscal year ended December 31, 2020. The loss of, or reduction in volumes from, any of these customers could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.

Indigo, Southwestern and Antero accounted for approximately 37%, 31% and 11% of our revenues, respectively, for the fiscal year ended December 31, 2020. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. The loss of all or even a portion of the contracted volumes of these 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. If we lose all or even a portion of the contracted volumes of these or other customers and we are not able to contract for comparable volumes from other customers at favorable rates, such 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. For example, for the fiscal year ended December 31, 2020, approximately 70% of our revenue was generated under firm revenue contracts with an average tenor of 9 years. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. Firm revenue contracts are typically long-term and can include minimum volume commitments, which we refer to as “MVCs,” and demand charges, which provide for fixed revenue commitments regardless of the market value or volumes of natural gas that flow on the system. 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. The extension or replacement of existing contracts depends on a number of factors beyond our control, including:

• the level of existing and new competition to provide services to our markets;

• the macroeconomic factors affecting natural gas and other economics for our current and potential counterparties;

• the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;

• the extent to which our counterparties are willing and able to contract on a long-term basis;

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• changes in upstream and downstream pipeline capacity, which could impact our ability to contract for transportation services;

• basis differentials between the market location and location of natural gas supplies; and

• the effects of U.S. federal, state or local regulations on the contracting practices of our counterparties.

Any failure to extend or replace a significant portion of our existing contracts or extending or replacing them at unfavorable or lower rates or with lower or no associated fixed revenue commitments, could materially adversely affect our business, financial condition and results of operations.

Our contract counterparties may suspend, reduce or terminate their obligations in certain circumstances, including events of force majeure, which could materially adversely affect our business, financial condition and results of operations.

Our commercial agreements with our key customers, including Indigo, Southwestern and Antero, generally provide that the counterparty may, depending on the commercial agreement, suspend, reduce or terminate its obligations to us under the applicable agreement, including the requirement to pay the fees associated with applicable MVCs in the event of a material breach of the agreement by us or the occurrence of certain force majeure events, including events affecting pipelines and facilities downstream from our or our key customer’s assets, that would prevent us or the counterparty from performing our or its obligations under the applicable agreement.

Other examples of force majeure events that may materially impact or completely prevent a counterparty from performing its obligations under our commercial agreements include extreme weather events from possible future climate change, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes. More specifically, some of our customers’ liquefied natural gas, which we refer to as “LNG,” export counterparties may terminate contracts if certain LNG terminals experience delays for longer than a predetermined period of time, fail to redeliver a specified amount of natural gas in accordance with required redelivery nominations or fail to accept and unload a specified number of proposed LNG cargoes.

Accordingly, there exists a broad range of events that could result in our being unable to utilize our assets, and our key customers no longer having an obligation to meet their MVCs or pay the amounts otherwise owing under the applicable agreement. Furthermore, a single event relating to Indigo, Southwestern or Antero could have a material impact on multiple of our commercial agreements with Indigo, Southwestern or Antero, as the case may be. Any reduction, suspension or termination of any of our commercial agreements could materially adversely affect our business, financial condition and results of operations.

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.

Other Strategic and Operational Risks

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:

• damage to pipelines, facilities, equipment, environmental controls and surrounding properties caused by hurricanes, earthquakes, tornadoes, abnormal amounts of rainfall, floods, fires, wildfires, droughts, landslides, subsidence and other natural disasters, explosions and acts of sabotage, vandalism and terrorism;

• 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 as a result of the malfunction of equipment, facilities or reservoir containment and, with respect to storage assets, as a result of undefined boundaries, geologic anomalies, natural pressure migration and wellbore migration;

• inadvertent damage from third parties, including from construction, farm and utility equipment;

• uncontrolled releases of natural gas and other hydrocarbons;

• ruptures, fires and explosions;

• product and waste spills and unauthorized discharges of products, wastes and other pollutants into the surface and subsurface environment, resulting in environmental pollution;

• pipeline freeze-offs due to cold weather;

• operator error;

• aging infrastructure, mechanical or other performance problems;

• damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; and

• disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack and inadvertent employee error.

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. Accidents or other operating risks could further result in loss of service available to our customers. Such circumstances, including those arising from maintenance and repair activities, could result in service interruptions on segments of our systems. Potential customer impacts arising from service interruptions on segments of our systems could include limitations on our ability to satisfy customer requirements; obligations to provide reservation charge credits to customers in times of constrained capacity; and solicitation of our existing customers by others for potential new projects that would compete directly with our existing services. Such circumstances could adversely impact our ability to meet contractual obligations and retain customers. 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.

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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. See also “—Our contract counterparties may suspend, reduce or terminate their obligations in certain circumstances, including events of force majeure, which could materially adversely affect our business, financial condition and results of operations” beginning on page 31 of this Information Statement.

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:

• service interruptions or increased downtime associated with our projects;

• a decrease in our liquidity as a result of our using a significant portion of our available cash or borrowing capacity to finance the project or acquisition;

• an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost due to the unavailability of required construction personnel or materials, accidents, weather conditions or an inability to obtain necessary rights-of-way, real-estate rights or permits or other government approvals, including approvals by regulatory agencies, among other factors;

• the assumption of unknown liabilities when making acquisitions for which we are not indemnified or for which our indemnity is inadequate;

• the diversion of our management’s attention from other business concerns;

• 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;

• an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities;

• an inability to successfully integrate the businesses we build or acquire;

• an inability to receive cash flows from a newly built asset until it is operational; and

• 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, that 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 Stonewall Gas Gathering Lateral Pipeline, Vector Pipeline, Millennium Pipeline, NEXUS Gas Transmission Pipeline, Generation Pipeline and South Romeo Gas Storage Corporation, 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;

• could have limited control on the amount of capital expenditures that we are required to fund with respect to these operations;

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• could have limited control on the amount of cash we will receive from the joint venture;

• could be dependent on third parties to fund their required share of capital expenditures;

• could be exposed to third party credit risk through our contractual arrangements with our joint venture partners;

• may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets; and

• may be required to 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, including, for example:

• our joint venture partners may share certain approval rights over major decisions;

• our joint venture partners may not pay their share of the joint venture’s obligations, leaving us liable for their shares of joint venture liabilities;

• we may incur liabilities as a result of an action taken by our joint venture partners;

• we may be required to devote significant management time to the requirements of and matters relating to the joint ventures;

• our insurance policies may not fully cover loss or damage incurred by both us and our joint venture partners in certain circumstances;

• 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; and

• 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 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. Although many of these rights are perpetual in nature, we occasionally obtain the rights to construct and operate our assets on land owned by third parties and governmental agencies for a specific period of time. In certain instances, our rights-of-way may be subordinate to that of government agencies, which could result in costs or interruptions to our service. If we were to be unsuccessful in negotiating or renegotiating rights-of-way, we might have to institute condemnation proceedings on our Federal Energy Regulatory Commission, which we refer to as “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.

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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. For example, repairing our pipelines often involves securing consent from individual landowners to access their property and one or more landowners may resist our efforts to make needed repairs, which could lead to an interruption in the operation of the affected pipeline or other facility for a period of time that is significantly longer than would have otherwise been the case. In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of our operations. 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 regulatory, environmental, political, legal and economic 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 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:

• the failure of third parties to meet their contractual requirements;

• delays caused by landowners;

• advocacy groups or activists opposed to the natural gas industry;

• environmental hazards;

• vandalism;

• adverse weather conditions;

• the performance of third-party contractors;

• the lack of available skilled labor, equipment and materials; and

• the inability to obtain necessary rights-of-way or approvals and permits from regulatory agencies on a timely basis or at all (and maintain such rights-of-way, approvals and permits once obtained).

If we undertake these projects they may not be completed on schedule, at the budgeted cost or at all. Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we expand a new pipeline, the construction may occur over an extended period of time, and we will not receive any material increases in revenues from such project until the project is completed. As a result, new facilities may not be able to attract enough throughput to achieve our expected investment return, which could materially adversely affect our business, financial condition and results of operations.

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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 shale formations. Such authorization 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. Competition for experienced executives and skilled employees in some areas is high and we may experience difficulty in recruiting and retaining employees, particularly given the Spin-Off. In addition, certain circumstances, such as an aging workforce without appropriate replacements, a mismatch of existing skill sets to future needs or the unavailability of contract resources may lead to operating challenges such as a lack of resources, loss of knowledge or a lengthy time period associated with skill development. Our costs, including costs for contractors to replace employees, productivity costs and safety costs, may rise. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to new employees, or the future availability and cost of contract labor may adversely affect our ability to manage and operate our business. Failure to successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition and 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 acquisitions 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.

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.

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Liquidity, Credit and Financial Risks

Our business is expected to have a higher cost of capital than DTE Energy and we may not have access to financing sources on favorable terms, or at all, which could materially adversely affect our business, financial condition and results of operations.

Following the Spin-Off, the cost of capital for our business is expected to be higher than DTE Energy’s cost of capital prior to the Spin-Off and will depend, in part, on:

• our credit ratings;

• general market conditions;

• the market’s perception of our business risk and growth potential;

• our current debt levels;

• our current and expected future earnings;

• our cash flow; and

• the market price per share of our common stock.

Credit rating agencies perform an independent analysis when assigning credit ratings. This analysis includes a number of criteria such as business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are subject to revision or withdrawal at any time by the ratings agencies.

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.

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 change 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:

• worldwide political and economic conditions;

• weather conditions and seasonal trends;

• the ability to develop recently discovered fields or deploy new technologies to existing fields;

• the levels of domestic production and consumer demand;

• the levels of associated gas production from the Permian Basin and similar basins;

• new exploratory finds of natural gas;

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• the availability of imported and exported natural gas, LNG and other commodities;

• the ability to export LNG;

• the availability of transportation systems with adequate capacity;

• the volatility and uncertainty of regional pricing differentials and premiums;

• the price and availability of alternative fuels;

• the effect of energy conservation measures;

• the nature and extent of governmental regulation and taxation; and

• the anticipated future prices of natural gas, LNG and other commodities.

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” beginning on page 29 of this Information Statement.

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 three of our key customers, Indigo, Southwestern and Antero). 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.

We may not have sufficient cash from operations following the establishment of cash reserves and payment of costs and expenses to enable us to pay dividends to our shareholders.

The amount of cash we generate from our operations will fluctuate based on, among other things:

• the rates we charge and revenues we realize for our pipeline, storage and gathering services;

• the level of firm pipeline, storage and gathering capacity sold and volumes of natural gas we transport, store and gather for our customers;

• the operational performance and efficiency of our assets and third-party assets that provide services to us;

• our ability to successfully implement or execute on our business plan;

• regional, domestic and foreign supply and perceptions of supply of natural gas; the level of demand and perceptions of demand in our end-use markets (which may be met or otherwise affected by production of associated gas and the availability of such gas in our end-use markets); and actual and anticipated future prices of natural gas and other commodities (and the volatility thereof), which may impact, among other things, production volumes, customer financial health and our ability to renew and replace firm agreements;

• legislative or regulatory action affecting the demand for natural gas, the supply of natural gas, the rates we can charge, how we contract for services, our existing contracts, operating costs and operating flexibility;

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• the imposition of requirements by state agencies that materially reduce the demand of our customers, such as local distribution companies, which we refer to as “LDCs,” and electric power generators, for our pipeline services;

• the relationship among prices for natural gas;

• to the extent we utilize commodity hedging in the ordinary course of our business, cash calls and settlements of hedging positions and the success of our commodity hedging programs in mitigating fluctuations in commodity prices;

• fluctuations in interest rates and the settlement of interest rate hedging positions utilized to mitigate interest rate risk;

• the level of competition from other companies offering midstream services;

• the availability and price of alternative and competing fuel sources, and the rates of growth of alternative energy sources and consumer adoption of alternative energy sources relative to natural gas;

• the creditworthiness and defaults, if any, of our customers;

• restrictions contained in our joint venture agreements;

• the amount and timing of distributions, if any, received by us under our joint venture agreements;

• the level of our operating and maintenance and general and administrative costs;

• regulatory and economic limitations on the development of LNG export terminals in the Gulf Coast region;

• changes in insurance markets and the level, types and costs of coverage available, and the financial ability of our insurers to meet their obligations;

• nonperformance by, or disputes with or changes in contract terms with, major customers, suppliers, dealers, distributors or other business partners;

• natural disasters, weather-related delays, casualty losses, third-party opposition to our operations in the form of protests, sabotage, intervention in regulatory or administrative proceedings or lawsuits and other matters beyond our control;

• changes in, or new, statutes, regulations, governmental policies and taxes, or their interpretations; and

• prevailing economic conditions.

In addition, the actual amount of cash we have available for the payment of dividends will depend on other factors, including:

• the amount of our cash reserves and our cash flows, including cash flow from operations and working capital borrowings;

• the level and timing of capital expenditures and capital contributions we make, including construction costs;

• our ability to successfully identify and consummate any strategic acquisitions, joint ventures and other transactions, and to successfully integrate any acquisitions into our business;

• the cost and form of payment for acquisitions, joint ventures and other transactions;

• fluctuations in our working capital needs;

• liquidity and financing requirements, including our ability to borrow funds and access capital markets on satisfactory terms or at all;

• our debt service requirements and other liabilities; and

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• restrictions contained in our existing or future debt agreements, including our senior notes and credit facilities, and joint venture agreements.

Our existing and future level of debt may limit our flexibility to obtain additional financing and to pursue other business opportunities.

At the time of the Spin-Off, we expect to have approximately $3.10 billion of senior notes and a term loan outstanding in addition to a $750 million revolving credit facility. Our existing and future level of debt could have important consequences to us, including the following:

• 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;

• 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

• our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or 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.

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.

At the time of the Spin-Off, we expect to have approximately $3.10 billion of senior notes and a term loan outstanding in addition to a $750 million revolving credit facility. Our term loan and borrowings under our revolving credit facility have, and we may in the future enter into debt instruments with, variable interest rates. 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, impair our ability to meet our debt obligations, increase the cost of financing and materially adversely affect our business, financial condition 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 new or any future credit facilities and senior notes could adversely affect our business, financial condition, results of operations and ability to pay dividends to our shareholders.

We expect to enter into new term loan and revolving credit facilities and senior notes that will become effective as of the Distribution Date. We expect that our new credit facilities, any future credit facility we may enter into and the indenture governing our senior notes will be likely to limit our ability to, among other things:

• incur additional indebtedness or guarantee other indebtedness;

• grant liens or make certain negative pledges;

• make certain dividends or investments;

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• engage in transactions with affiliates;

• transfer, sell or otherwise dispose of all or substantially all of our assets; or

• enter into a merger, consolidate, liquidate, wind up or dissolve.

Furthermore, our new credit facilities or any future credit facility we may enter into may also contain covenants requiring us to maintain certain financial ratios and tests. Our ability to comply with the covenants and restrictions contained in our credit facilities and in the indenture governing our senior notes may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any of the restrictions, covenants, ratios or tests in the applicable credit facility, the lenders 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 and we will be prohibited from making any dividends to our shareholders. 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” beginning on page 136 of this Information Statement.

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.

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 results of such reviews or studies could spur initiatives to further regulate hydraulic fracturing.

State and U.S. federal regulatory agencies recently 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.

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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 shale 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.

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.

Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities and changes in these laws could materially adversely affect our business, financial condition and results of operations.

Our natural gas pipeline, 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 prohibit 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. In addition, compliance with laws, regulations or other legal requirements could subject us to claims for personal injuries, property damage and other damages.

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Moreover, 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 response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment, in May 2016, the EPA issued final New Source Performance Standards, known as Subpart OOOOa, governing methane emissions imposing more stringent controls on methane and volatile organic compounds emissions at new and modified oil and natural gas production, treating, storage and transmission facilities. These rules have required changes to our operations, including the installation of new equipment to control emissions. In September 2020, the EPA finalized amendments to the 2016 standards that removed the transmission and storage segment from the oil and natural gas source category and rescinded the methane-specific requirements for production and processing facilities. However, several lawsuits have been filed challenging these amendments and, on January 20, 2021, President Biden signed an executive order calling for the suspension, revision or recission of the September 2020 rule and the reinstatement or issuance of standards for new, modified and existing oil and gas operations. As a result of the foregoing, we cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements. However, several states are pursuing similar measures to regulate emissions of methane from new and existing sources. In another 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. The U.S. federal district court subsequently limited the order to vacate NWP 12 only with respect to pipeline construction. 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. While the rule is effective March 15, 2021, the NWP 12 reissuance is among the agency actions listed for review in accordance with the January 20, 2021 Executive Order: “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.” While the full extent and impact of the court’s action, as well as the NWP 12 reissuance, is unclear at this time, 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. In another example, 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 “New WOTUS Rule,” narrowing the definition of “waters of the United States” relative to the definition under a prior 2015 rule. On June 22, 2020, the New WOTUS Rule went into effect nationwide (with the exception of Colorado) but a number of states, other local jurisdictions and environmental groups have already filed suit seeking to challenge the rule, and multiple challenges to the EPA’s prior rulemakings remain pending. 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 wetland areas. Additionally, on January 27, 2021, President Biden issued an executive order that commits to substantial action on climate change, calling for, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry and increased emphasis on climate-related risk across governmental agencies and economic sectors. Separately, on January 20, 2021, the Acting Secretary of the U.S. Department of the Interior issued an order that, among other things, imposed a temporary suspension on the issuance of fossil fuel authorizations, including leases and permits, on federal lands. Although the order says it does not limit existing operations under valid leases, on January 27, 2021, President Biden signed an executive order suspending new oil and gas leasing on federal lands, pending completion of a review of the federal government’s oil and gas permitting and leasing practices. Our compliance with such new or amended legal requirements could result in our incurring significant additional expense 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.

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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, 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, like Berkeley, California, have banned new natural gas hook-ups or are expected to enact similar electrification measures in response to climate change concerns. Such regulations or any new U.S. federal laws restricting emissions of GHGs, such as a carbon tax, from customer operations 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, air emissions related to our operations 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. 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 and the issuance of injunctions limiting or preventing some or all of our operations in a particular area. In addition, strict joint and several liabilities may be imposed under certain environmental laws, which could cause us to become liable for the conduct of others or for consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. 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 “Business—Regulatory Environment—Environmental and Occupational Health and Safety Regulations” beginning on page 116 of this Information Statement.

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;

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• depreciation and amortization rates and policies; and

• acquisitions and dispositions of interstate pipelines and storage facilities.

The FERC’s jurisdiction extends to the certification and construction of interstate pipelines and storage services and facilities, including, but not limited to:

• acquisitions of facilities or assets;

• facility replacements and upgrades;

• expansions; and

• abandonment of facilities and services.

While the FERC may exercise jurisdiction over the rates and terms of service for certain of the services provided by our assets if our assets are intrastate pipelines providing service in interstate commerce, such assets may not be subject to the FERC’s certification and construction authority. Prior to commencing construction of new or expansion of existing interstate pipelines and storage facilities, an interstate pipeline must obtain a certificate authorizing the construction, or file to amend its existing certificate, from the FERC.

FERC regulations also extend to the terms and conditions set forth in agreements for our pipelines and storage services executed between interstate pipelines and their customers. These service agreements are required to conform, in all material respects, with the forms of service agreements set forth in the pipeline’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 classes of customers. The Vector Pipeline, the Millennium Pipeline, the Birdsboro Pipeline and the NEXUS Gas Transmission Pipeline provide interstate transportation services in accordance with their FERC-approved tariffs.

Compliance with these requirements can be 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 to pro-competitive policies as it considers matters such as interstate pipeline rates and rules and policies that may affect rights of access to natural gas transmission capacity and pipelines and storage facilities. 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.

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We are exposed to costs associated with lost and unaccounted-for volumes.

A certain amount of natural gas is naturally lost in connection with its transportation across a pipeline 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 lost and unaccounted-for 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 pipeline, 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 pipelines, 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, 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 lateral pipelines, which we refer to as “lateral pipelines,” 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, 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 oil and gas regulatory activities, including, for example, its policies on open access transportation, rate making, capacity release and market center promotion, indirectly affect intrastate markets. In recent years, the FERC has pursued pro-competitive policies in its regulation of interstate oil and lateral pipelines. However, we have no assurance that the FERC will continue this approach as it considers matters such as pipeline rates and rules and policies that may affect rights of access to oil and natural gas transportation capacity. In addition, the distinction between FERC-regulated transmission services and federally unregulated gathering services 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 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, in turn, 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 oil and 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.

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State and local legislative and regulatory initiatives relating to oil and gas operations could adversely affect our customers’ production and, therefore, materially adversely affect our business, financial condition and results of operations.

Certain states in which we operate have adopted or are considering adopting measures that could impose new or more stringent requirements on oil and 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.

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.

Pipeline Safety and Maintenance Risks

We may incur significant costs and liabilities as a result of pipeline integrity management program testing and any necessary pipeline repair, or preventative or remedial measures.

The U.S. Department of Transportation, through the Pipeline and Hazardous Materials Safety Administration, which we refer 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, which we refer to as an “HCA.” The regulations require operators to:

• perform ongoing assessments of pipeline integrity;

• identify and characterize applicable threats to pipeline segments that could impact an HCA;

• improve data collection, integration and analysis;

• repair and remediate the pipeline as necessary; and

• implement preventive and mitigating actions.

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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, because states can adopt stricter standards for intrastate pipelines than those imposed by the U.S. federal government for interstate lines, states vary considerably in their authority and capacity to address pipeline safety. To the extent that PHMSA and state regulatory agencies are successful in asserting their jurisdiction in this manner, 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 EPA and Occupational Safety and Health Administration 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 comparable 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 comparable state pipeline 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.

PHMSA regularly revises its pipeline safety regulations and changes to existing pipeline safety regulations may result in increased operating and compliance costs.

PHMSA is working on two additional rules related to gas pipeline safety that could impact our pipeline assets and operations. The first rule, entitled “Pipeline Safety: Safety of Gas Transmission Pipelines, Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of Change, and Other Related Amendments,” is expected to adjust the repair criteria for gas transmission lines in HCAs, create new repair criteria for gas pipelines outside of HCAs, and strengthen PHMSA’s integrity management assessment requirements. The second rule, entitled “Safety of Gas Gathering Pipelines,” is expected to extend PHMSA’s incident and annual reporting requirements to all onshore gas gathering lines and apply minimum U.S. federal safety standards to certain historically-unregulated gas gathering lines in sparsely-populated, Class 1 locations. PHMSA may publish either or both of these rules in 2021. The U.S. Congress also recently passed, and the President of the U.S. signed, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020, which we refer to as the “2020 PIPES Act.” In addition to reauthorizing the U.S. federal pipeline safety program through fiscal year 2023, the 2020 PIPES Act contains new rulemaking mandates, including a provision that requires PHMSA to adopt more stringent leak detection and repair program requirements for gas transmission and regulated gas gathering line operators by December 2021. The adoption of these new PHMSA rules, and the enactment of 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. For more information, see the section entitled, “Business—Regulatory Environment—Pipeline Safety and Maintenance” for more information beginning on page 114 of this Information Statement.

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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, including high-population areas, certain drinking water sources and unusually sensitive ecological areas. 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.

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.

Most of our insurance is expected to be subject to deductibles or self-insured retentions. If a significant accident or event occurs for which we are not fully insured, it could materially adversely affect our business, financial condition and results of operations. We may not be able to maintain or obtain insurance for ourselves and our affiliates of the types and in the amounts we desire at reasonable rates, and we may elect to self-insure a portion of our asset portfolio. The insurance coverage we may obtain may contain large deductibles or fail to cover certain hazards or cover all potential losses. In addition, for pre-Spin-Off losses, we share insurance coverage with DTE Energy, and we will remain responsible for payment of any deductible or self-insured amounts under those insurance policies. To the extent we experience a pre-Spin-Off loss that would be covered under DTE Energy’s insurance policies, our ability to collect under those policies may be reduced to the extent DTE Energy erodes the limits under those policies.

We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. 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. We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. Although we maintain insurance policies with insurers in such amounts and with such coverages and deductibles as we believe are reasonable and prudent, our insurance may not be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage. The occurrence of an event that is not fully covered by insurance could materially adversely affect our business, financial condition and results of operations.

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The energy industry is highly capital intensive, and the entire or partial loss of individual facilities or multiple facilities can result in significant costs to both energy industry companies, such as us, and their insurance carriers. Large energy industry claims could result in significant increases in the level of premium costs and deductibles for participants in the energy industry. Insurance companies that have historically participated in underwriting energy-related facilities may discontinue that practice, may reduce the insurance coverage they are willing to offer or demand significantly higher premiums or deductibles. 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. During 2016, PHMSA posted warnings to all pipeline owners and operators of the importance of safeguarding and securing their pipeline facilities and monitoring their supervisory control and data acquisition (SCADA) systems for abnormal operations or indications of unauthorized access or interference with safe pipeline operations based on recent incidents involving environmental activists. 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. Additionally, the oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain operational activities. At the same time, companies in our industry have been the targets of cyber attacks, and it is possible that the attacks in our industry will continue and grow in number. In addition, to assist in conducting our business, we rely on information technology systems and data hosting facilities, including systems and facilities that are hosted by third parties and with respect to which we have limited visibility and control. These systems and facilities may be vulnerable to a variety of evolving cyber security risks or information security breaches, including:

• unauthorized access;

• denial-of-service attacks;

• malicious software;

• data privacy breaches by employees, insiders or others with authorized access;

• cyber or phishing attacks;

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• ransomware;

• malware;

• social engineering;

• physical breaches; and

• other actions.

These cyber security risks could result in:

• the unauthorized release, gathering, monitoring, misuse, loss, destruction or corruption of proprietary, personal data and other information;

• other disruption of our business operations, such as delays in delivery of natural gas and over-pressurization;

• difficulty in completing and settling transactions;

• challenges in maintaining our books and records; and

• communication interruptions.

In addition, certain cyber incidents, such as advanced persistent threats or supply chain cyber risks, may remain undetected for an extended period. 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. Although we have adopted controls and systems that are designed to protect information and mitigate the risk of data loss and other cyber security events, such measures cannot entirely eliminate cyber security threats, particularly as these threats continue to evolve and grow. Furthermore, the controls and systems we have installed may be breached or be inadequate to address a risk that arises.

In addition, terrorist activities, anti-terrorist efforts and other armed conflicts involving the U.S., whether or not targeted at our assets or the assets of our customers, could adversely affect the U.S. and global economies and could prevent us from meeting financial and other obligations. We could experience loss of business, delays or defaults in payments from customers or disruptions of fuel supplies and markets if domestic and global utilities are direct targets or indirect casualties of an act of terror or war. Terrorist activities and the threat of potential terrorist activities and any resulting economic downturn could materially adversely affect our business, financial condition and results of operations.

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Certain chemical constituents in the natural gas pipeline systems could cause damage or affect the ability of our pipeline systems or third-party equipment to function properly, which may result in increased preventative and corrective action costs.

Some naturally occurring chemical constituents in the natural gas mixture we gather in certain areas of our pipeline systems, such as carbon dioxide or hydrogen sulfide, may cause corrosion and could cause damage or affect the ability of our pipeline systems or third-party equipment to function properly, which may result in increased preventative and corrective action costs. These chemicals have the potential to interfere with equipment functionality if a sufficient quantity of the material accumulates in certain appurtenances. If our pipelines are sufficiently damaged, such damage may affect the ability of our pipeline systems or third-party equipment to function properly, which 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 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.

Other concerns about the use of natural gas include the potential for natural gas explosions and the effect of natural gas on indoor air quality and the environment generally. These shifts in public sentiment may not only impact further legislative initiatives, but behaviors and perceptions of customers, investors and regulators.

If customers, legislators or regulators have or develop a negative opinion of us and our services, or of natural gas as an energy source generally, this could make it more difficult for us to achieve favorable legislative or regulatory outcomes. 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. 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 to fossil fuel products and encouraging the divestment of companies in the fossil fuel industry, and 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 sentiment toward us and our industry and to the diversion of investment to other 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.

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. Any of these consequences could materially adversely affect our business, financial condition and results of operations.

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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 COVID-19 pandemic.

A global or national public health crisis, such as COVID-19, may cause disruptions to our business and operational plans. Since the beginning of 2020, the COVID-19 pandemic has spread across the globe and disrupted economies around the world, including the natural gas industry in which we operate. The rapid spread of the virus has led to the implementation of various responses, including U.S. federal, state and local government-imposed quarantines, shelter-in-place mandates, sweeping restrictions on travel and other public health and safety measures.

While we believe our business, financial conditions and results of operations have not been materially adversely affected by the COVID-19 pandemic to date, we believe that COVID-19 continues to present the potential for materially adverse risks. 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, including with respect to commercial contracts, employee matters and insurance arrangements;

• supply/demand market and macroeconomic forces;

• lower commodity prices;

• unavailable storage capacity and operational effects, including curtailments and shut-ins;

• 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;

• infection of key employees;

• shortages of employees and unavailability of contractors and subcontractors; and

• U.S. federal, state and local actions.

Additionally, many of our facilities require our field personnel to be on location to ensure safe and efficient operations. If a significant percentage of our workforce is unable to work, due to illness or travel or other COVID-19-related restrictions, we may experience significant operational disruptions or inefficiencies and a heightened risk of safety and environmental incidents. Furthermore, many of our employees have been and may in the future be subject to pandemic-related work-from-home requirements, which stress the capabilities of our information technology systems, including those relating to system security; disrupt normal channels of intracompany communications and key business processes; and heighten the risk of cyber security threats and operational, health or safety-related incidents at our facilities. As of December 31, 2020, 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.

Risks Relating to the Spin-Off

If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes, DTE Energy or holders of DTE Energy common stock who receive shares of DT Midstream common stock in connection with the Spin-Off could be subject to significant tax liability.

Completion of the Spin-Off is conditioned on DTE Energy’s receipt of a written opinion of Cravath, Swaine & Moore LLP to the effect that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply.

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The opinion of counsel will not address any U.S. state or local or foreign tax consequences of the Spin-Off. The opinion will assume that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and will rely on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and certain other documents. In addition, the opinion will be based on certain representations as to factual matters from, and certain covenants by, DTE Energy and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or is violated in any material respect.

The opinion of counsel is not binding on the Internal Revenue Service, which we refer to as the “IRS,” or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. DTE Energy has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, DTE shareholders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally, for U.S. federal income tax purposes, be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of DTE Energy’s current and accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis (but not below zero) in DTE Energy common stock to the extent the amount received exceeds the shareholder’s share of DTE Energy’s earnings and profits; and (iii) a taxable gain from the exchange of DTE Energy common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of DTE Energy’s earnings and profits and the U.S. Holder’s basis in its DTE Energy common stock. Additionally, each Non-U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would be subject to U.S. federal income tax at a rate of 30% of the gross amount of any such distribution that is treated as a dividend, unless (i) such dividend was effectively connected with the conduct of a U.S. trade or business, and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder within the U.S.; or (ii) the Non-U.S. Holder is entitled to a reduced tax rate with respect to dividends pursuant to an applicable income tax treaty. Under the first exception, regular graduated U.S. federal income tax rates applicable to U.S. persons would apply to the dividend, and, in the case of a corporate Non-U.S. Holder, a branch profits tax may also apply. Unless one of these exceptions listed above applies and the Non-U.S. Holder provides an appropriate IRS Form W-8 (or applicable successor form) to claim an exemption from or reduction in the rate of withholding under such exception, we may be required to withhold 30% of any distribution of our common stock treated as a dividend to satisfy the Non-U.S. Holder’s U.S. federal income tax liability. For more information, see below and the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement.

We could have an indemnification obligation to DTE Energy 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.

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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. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Tax Matters Agreement” beginning on page 175 of this Information Statement.

We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.

We intend to agree 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 the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Tax Matters Agreement” beginning on page 175 of this Information Statement.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations.

We believe that, as an independent, publicly traded company, we will be able to, among other things:

• design and implement corporate strategies and policies that are targeted to our business;

• better focus our financial and operational resources on our specific business;

• create effective incentives for our management and employees that are more closely tied to our business performance;

• more effectively articulate a clear investment proposition to attract a long-term investor base suited to our business, growth profile and capital allocation priorities; and

• maintain a capital structure designed to meet our specific needs.

However, we may not achieve these and other anticipated benefits for a variety of reasons, including, among other things:

• the Spin-Off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;

• following the Spin-Off, we may lose capital allocation efficiency and flexibility because, for example, we will no longer be able to use cash flow from one of DTE Energy’s other businesses to fund our investments and operations;

• following the Spin-Off, we may be more susceptible to market fluctuations, the risk of takeover by third parties and other adverse events because our business will be less diversified than DTE Energy’s businesses prior to the Spin-Off;

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• following the Spin-Off, as an independent, publicly traded company, we will have an arm’s-length relationship with DTE Energy and may not be able to obtain commercial arrangements from DTE Energy on terms as favorable to us as those we had as a wholly owned subsidiary of DTE Energy prior to the Spin-Off;

• the Spin-Off may require us to incur significant costs, including accounting, tax, legal and other professional services costs, costs related to retaining and attracting business and operational relationships with customers, suppliers and other counterparties, recruiting and relocation costs associated with hiring key senior management personnel who are new to our company, costs to retain key management personnel, tax costs and costs to shared systems and other unforeseen dis-synergy costs; and

• under the terms of the Tax Matters Agreement that we will enter into with DTE Energy, we will be restricted from taking certain actions that could cause the Spin-Off or other related transactions to fail to qualify as a tax-free transaction and these restrictions may limit us for a period of time from pursuing certain strategic transactions and equity issuances or engaging in other transactions that might increase the value of our business.

If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially adversely affected.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly traded company, and we may experience increased costs after the Spin-Off.

We have historically operated as part of DTE Energy’s corporate organization, and DTE Energy has provided us with various corporate and operational functions. Following the Spin-Off, DTE Energy will have no obligation to provide us with assistance other than the transition services described under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Transition Services Agreement” beginning on page 174 of this Information Statement. These services do not include every service that we have received from DTE Energy in the past, and DTE Energy is only obligated to provide these services for limited periods following completion of the Spin-Off. The agreements related to such transition services and to the Spin-Off more generally will be negotiated prior to the Spin-Off at a time when our business will still be operated by DTE Energy. The agreements are generally intended to be entered into on arm’s-length terms similar to those that would be agreed with an unaffiliated third party such as a buyer in a sale transaction, but we will not have an independent board of directors or a management team independent of DTE Energy representing our interests while the agreements are being negotiated. It is possible that we might have been able to achieve more favorable terms if the circumstances differed. We will rely on DTE Energy to satisfy its performance and payment obligations under the Transaction Services Agreement and other agreements related to the Spin-Off, and if DTE Energy does not satisfy such obligations, we could incur operational difficulties or losses which could materially adversely affect our business, financial condition and results of operations.

Accordingly, following the Spin-Off, we will need to provide internally or obtain from unaffiliated third parties the services we currently receive from DTE Energy. These services include accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions, the effective and appropriate performance of which is critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from DTE Energy. Because our business has historically operated as part of the larger DTE Energy organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or may incur additional costs. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, our business, financial condition and results of operations could be materially adversely affected.

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We have no operating history as an independent, publicly traded company, and our historical financial data is not necessarily representative of the results we would have achieved if we had been an independent, publicly traded company and may not be a reliable indicator of our future results.

We derived the historical financial data included in this Information Statement from DTE Energy’s consolidated financial statements, and this data does not necessarily reflect the results of operations and financial position we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

• Generally, our working capital requirements and capital for general corporate purposes, including capital expenditures and acquisitions, have been historically satisfied through DTE Energy’s corporate-wide cash management practices. Following the Spin-Off, our results of operations may be more volatile, and we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or arrangements, which may or may not be available and may be more costly.

• Prior to the Spin-Off, we operated as part of DTE Energy’s broader corporate organization and DTE Energy or one of its affiliates performed various corporate and operational functions for us, such as accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions. Our historical financial data reflects allocations of corporate expenses from DTE Energy for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent, publicly traded company.

• We will enter into transactions with DTE Energy that did not exist prior to the Spin-Off, such as DTE Energy’s provision of transition services (which are described in more detail under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Transition Services Agreement” beginning on page 174 of this Information Statement), which will cause us to incur new costs.

• Our historical financial data does not reflect changes that we expect to experience in the future as a result of our separation from DTE Energy. As part of DTE Energy, we enjoyed certain benefits from DTE Energy’s operating diversity, size, purchasing power, credit rating, borrowing leverage and available capital for investments, and we will lose these benefits after the Spin-Off. As an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets on terms as favorable to us as those we obtained as part of DTE Energy prior to the Spin-Off.

• Subject to the discretion of our Board of Directors, which we refer to as the “Board,” and other factors, we expect to make quarterly dividend payments to our shareholders, and our historical financial data does not reflect the payment of dividends.

• Our historical financial data does not include an allocation of net interest expense comparable to the net interest expense we will incur as a result of the Spin-Off, which is expected to be higher than the amount reflected in our historical consolidated financial statements.

• Following the Spin-Off, the cost of capital for our business is expected to be higher than DTE Energy’s cost of capital prior to the Spin-Off.

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• As an independent public company, we will separately become subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act and will be required to prepare our standalone financial statements according to the rules and regulations required by the SEC. These reporting and other obligations will place significant demands on our management and on administrative and operational resources. Moreover, to comply with these requirements, we anticipate that we will need to migrate our systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. We expect to incur additional annual expenses related to these requirements, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as an independent publicly traded company. As such, our historical financial data may not be indicative of our future performance as an independent, publicly traded company. For additional information about our past financial performance and the basis of presentation of our financial statements, see the sections entitled “Selected Historical Financial Data, ” “Unaudited Pro Forma Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 86, 91 and 127, respectively, of this Information Statement and our historical consolidated financial statements and the notes thereto included in the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement.

The Spin-Off 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 Spin-Off or certain internal restructuring transactions undertaken by DTE Energy in connection with the Spin-Off 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 Spin-Off, 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. Michigan law prohibits the making of a distribution if, after giving it effect, a corporation would not be able to pay its debts as they become due in the usual course of business, or its total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior. Although DTE Energy intends 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.

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We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with DTE Energy.

We will enter into agreements with DTE Energy related to our separation from DTE Energy, including the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and any other agreements, while we are still part of DTE Energy. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of these agreements will relate to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations between DTE Energy and us. With respect to certain agreements, including the Transition Services Agreement, we may have received better terms from unaffiliated third parties. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy” beginning on page 172 of this Information Statement.

After the Spin-Off, certain members of management and directors may face actual or potential conflicts of interest.

Following the Spin-Off, the management and directors of each of DTE Energy and DT Midstream may own common stock in both companies and Robert Skaggs, Jr., who will be a member of our Board, will also serve on the DTE Energy Board and may be required to recuse himself from deliberations relating to arrangements between us and DTE Energy in the future. 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 the separation and our relationship with DTE Energy thereafter. 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. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy” beginning on page 172 of this Information Statement.

The transfer to us by DTE Energy of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, we may not be entitled to the benefit of such contracts, permits and other assets and rights, which could increase our expenses or otherwise harm our business and financial performance.

The Separation and Distribution Agreement will provide that certain contracts, permits and other assets and rights are to be transferred from DTE Energy or its subsidiaries to us or our subsidiaries in connection with the Spin-Off. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, we and DTE Energy are joint beneficiaries of contracts, and we and DTE Energy may need the consents of third parties in order to split, separate, replace, novate or replicate the existing contracts or the relevant portion of the existing contracts. While we anticipate entering into new contracts in place of transferring such contracts, we may not be successful in doing so in many instances.

Some parties may use consent requirements or other rights to terminate contracts or obtain more favorable contractual terms from us, which, for example, could take the form of price increases, require us to expend additional resources in order to obtain the services or assets previously provided under the contract, or require us to make arrangements with new third parties or obtain letters of credit or other forms of credit support. If we do not obtain required consents or approvals, we may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to us as part of our separation from DTE Energy, and we may be required to seek alternative arrangements to obtain services and assets which may be more costly and of lower quality. The termination, modification, replacement or replication of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could materially adversely affect our business, financial condition and results of operations.

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Until the distribution occurs, DTE Energy’s board of directors, which we refer to as the “DTE Energy Board,” may change the terms of the Spin-Off in ways that may be unfavorable to us.

Until the Distribution occurs, we will continue to be a wholly owned subsidiary of DTE Energy. Accordingly, DTE Energy has the discretion to determine and change the terms of the Spin-Off, including the establishment of the Record Date (as defined below) and the Distribution Date, and these changes could be unfavorable to us. In addition, the DTE Energy Board may decide not to proceed with the Spin-Off at any time prior to the Distribution.

No vote of DTE Energy shareholders is required in connection with the Spin-Off. As a result, if the Spin-Off occurs and you do not want to receive our common stock in the Distribution, your sole recourse will be to divest yourself of your DTE Energy common stock prior to the Record Date or in the “regular-way” trading market during the period prior to the Distribution.

No vote of DTE Energy shareholders is required in connection with the Spin-Off. Accordingly, if the Distribution occurs and you do not want to receive our common stock in the Distribution, your only recourse will be to divest yourself of your DTE Energy common stock prior to the Record Date or in the “regular-way” trading market during the period prior to the Distribution.

Risks Relating to Our Common Stock

No market for our common stock currently exists and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

There is currently no public market for our common stock. We intend to apply to list our common stock on the New York Stock Exchange. We anticipate that before the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and this trading will continue up to and including the Distribution Date. However, an active trading market for our common stock may not develop as a result of the Spin-Off or may not be sustained in the future. The lack of an active market may make it more difficult for shareholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the Spin-Off. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

• actual or anticipated fluctuations in our business, financial condition and results of operations due to factors related to our business;

• the loss of business from one or more significant customers;

• competition in the midstream industry and our ability to compete successfully;

• success or failure of our business strategies;

• our ability to retain and recruit qualified personnel;

• our quarterly or annual earnings, or those of other companies in our industry;

• our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing as needed;

• announcements by us or our competitors of significant acquisitions or dispositions;

• changes in accounting standards, policies, guidance, interpretations or principles;

• the failure of securities analysts to cover our common stock after the Spin-Off;

• changes in earnings estimates by securities analysts or our ability to meet those estimates;

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• the operating and stock price performance of other comparable companies;

• investor perception of our company and the midstream industry;

• overall market fluctuations;

• results from any material litigation or government investigation;

• changes in laws and regulations (including tax laws and regulations) affecting our business; and

• general economic conditions, credit and capital market conditions and other external factors.

Furthermore, our business profile and market capitalization may not fit the investment objectives of some DTE Energy shareholders and, as a result, these DTE Energy shareholders may sell their shares of our common stock after the Distribution. See “—Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline” beginning on page 62 of this Information Statement. Low trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.

We are an emerging growth company and the information we provide shareholders may be different from information provided by other public companies, which may result in a less active trading market for our common stock and higher volatility in our stock price.

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012. We will continue to be an emerging growth company until the earliest to occur of the following:

• the last day of the fiscal year in which our total annual gross revenues first meet or exceed $1.07 billion (as adjusted for inflation);

• the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt;

• the last day of the fiscal year in which we (i) have an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more (measured at the end of each fiscal year) as of the last business day of our most recently completed second fiscal quarter and (ii) have been a reporting company under the Exchange Act for at least one year (and filed at least one annual report under the Exchange Act); or

• the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act of 1933, which we refer to as the “Securities Act.”

For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:

• not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002;

• exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval on golden parachute compensation not previously approved.

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We may choose to take advantage of some or all of these reduced burdens. For example, we have taken advantage of the reduced disclosure obligations regarding executive compensation in this Information Statement. For as long as we take advantage of the reduced reporting obligations, the information we provide shareholders may be different from information provided by other public companies. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our stock price.

In addition, we have elected to not take advantage of the extended transition period that allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, which means that the financial statements included in this Information Statement, as well as financial statements we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies. Our election not to take advantage of the extended transition period is irrevocable.

Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

DTE Energy shareholders receiving shares of our common stock in the Distribution generally may sell those shares immediately in the public market. It is likely that some DTE Energy shareholders, including some of its larger shareholders, will sell their shares of our common stock received in the Distribution if, for reasons such as our business profile or market capitalization as an independent company, we do not fit their investment objectives, or, in the case of index funds, we are not a participant in the index in which they are investing. The sales of significant amounts of our common stock or the perception in the market that this will occur may decrease the market price of our common stock.

We cannot assure that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock.

Following the Spin-Off, the timing, declaration, amount of and payment of future dividends, if any, to shareholders will fall within the discretion of our Board. Our Board’s decisions regarding the payment of future dividends, if any, will depend upon many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. We have not adopted, and do not currently expect to adopt, a separate written dividend policy to reflect our Board’s policy. For more information, see the section entitled “Dividend Policy” beginning on page 84 of this Information Statement. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends, and there can be no assurance that, in the future, the combined annual dividends paid on DTE Energy common stock, if any, and our common stock, if any, after the Spin-Off will equal the annual dividends on DTE Energy common stock prior to the Spin-Off.

Certain provisions in our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware law may discourage takeovers.

Several provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware law may discourage, delay or prevent a merger or acquisition that is opposed by our Board. These include provisions that:

• until the third annual meeting of the shareholders, classify our directors into three classes with staggered terms;

• prevent our shareholders from calling a special meeting or acting by written consent;

• require advance notice of any shareholder nomination for the election of directors or any shareholder proposal;

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• provide for a plurality voting standard in director elections;

• until the third annual meeting of the shareholders, prevent removal of our directors by our shareholders other than for cause;

• authorize only our Board to fill director vacancies and newly created directorships;

• authorize our Board to adopt, amend or repeal our Amended and Restated Bylaws without shareholder approval; and

• authorize our Board to issue one or more series of “blank check” preferred stock.

In addition, Section 203 of the Delaware General Corporate Law, which we refer to as the “DGCL,” prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, subject to certain exceptions. In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the entity’s or person’s affiliates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation. We have not opted out of Section 203 of the DGCL in our Amended and Restated Certificate of Incorporation.

These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of us including unsolicited takeover attempts, even though the transaction may offer our shareholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. For more information, see the section entitled “Description of Our Capital Stock—Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws” beginning on page 180 of this Information Statement.

Our Amended and Restated Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our Amended and Restated Certificate of Incorporation will provide that, in all cases to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for:

• any derivative action or proceeding brought on our behalf;

• any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or shareholder of our company to us or our shareholders;

• 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 or our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws (with respect to each, as may be amended from time to time); or

• any action or proceeding asserting a claim governed by the internal affairs doctrine or any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

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However, if the Court of Chancery of Delaware does not have jurisdiction, the action or proceeding may be brought in any other state or U.S. federal court located within the State of Delaware. Further, this exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act, except that it may apply to such suits if brought derivatively on our behalf. There is, however, uncertainty as to whether a court would enforce such provision in connection with suits to enforce a duty or liability created by the Exchange Act or the Securities Act if brought derivatively on our behalf and our shareholders will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.

Any person holding, purchasing or otherwise acquiring any interest in shares of capital stock of us will be deemed to have notice of and have consented to this provision and deemed to have waived any argument relating to the inconvenience of the forum in connection with any action or proceeding described in this provision. This provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court of competent jurisdiction were to find this provision of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.

Your percentage ownership in DT Midstream may be diluted in the future.

Your percentage ownership in DT Midstream may be diluted in the future because of the settlement or exercise of equity-based awards that we expect to grant to our directors, officers and other employees. Prior to completion of the Spin-Off, we expect to approve an equity incentive plan that will provide for the grant of equity-based awards to our directors, officers and other employees, including equity grants that are expected to be made upon completion of the Spin-Off. For more information, see the section entitled “Executive Compensation—DT Midstream, Inc. Long-Term Incentive Plan” beginning on page 166 of this Information Statement. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

In addition, our Amended and Restated Certificate of Incorporation will authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our Board may generally determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of the members of our Board in all events or upon the happening of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred stock could affect the residual value of our common stock. For more information, see the section entitled “Description of Our Capital Stock” beginning on page 179 of this Information Statement.

The rights associated with our common stock will differ from the rights associated with DTE Energy common stock.

Upon completion of the Distribution, the rights of DTE Energy shareholders who become our shareholders will be governed by our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and by Delaware law. The rights associated with DTE Energy shares are different from the rights associated with our shares. Material differences between the rights of DTE Energy shareholders and the rights of our shareholders include differences with respect to, among other things:

• whether the board of directors is classified;

• the right of shareholders to call special meetings;

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• the convening of annual meetings of shareholders;

• the voting standard in director elections; and

• certain anti-takeover measures.

For more information, see the section entitled “Description of Our Capital Stock—Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws” beginning on page 180 of this Information Statement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement and other materials we have filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of 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 or the separation. Forward-looking statements may include, among other things, statements relating to future earnings, cash flow, results of operations, uses of cash, tax rates and other measures of financial performance or potential future plans, strategies or transactions of DT Midstream, the Spin-Off, including the expected timing of completion of the Spin-Off and estimated costs associated with the Spin-Off, and other statements that are not historical facts. 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. Such assumptions, risks, uncertainties and other factors include, but are not limited to, the following:

• changes in general economic conditions;

• competitive conditions in our industry;

• actions taken by third-party operators, processors, transporters and gatherers;

• changes in expected production from Indigo Natural Resources, LLC and/or its affiliates, Southwestern Energy Company and/or its affiliates, Antero Resources Corporation and/or its affiliates 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 complete acquisitions;

• the price and availability of debt and equity financing;

• restrictions in our existing and any future credit facilities;

• energy efficiency and technology trends;

• operating hazards and other risks incidental to gathering, storing and transporting natural gas;

• natural disasters, adverse weather conditions, casualty losses and other matters beyond our control;

• interest rates;

• labor relations;

• large customer defaults;

• changes in the availability and cost of capital;

• changes in tax status;

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• the effects of existing and future laws and governmental regulations;

• 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 qualification of the Spin-Off as a tax-free Distribution;

• our ability to achieve the benefits that we expect to achieve as an independent publicly traded company; and

• our dependence on DTE Energy to provide us with certain services following the Spin-Off.

There can be no assurance that the Spin-Off or any other transactions described above will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section entitled “Risk Factors” beginning on page 29 of this Information Statement. Any forward-looking statements made by us in this Information Statement speak only as of the date on which they 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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THE SPIN-OFF

Background

On October 27, 2020, DTE Energy announced plans for the complete legal and structural separation of DT Midstream from DTE Energy.

To effect the separation, first, DTE Energy will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement. DTE Energy will subsequently distribute all of DT Midstream’s common stock to DTE Energy’s shareholders, and DT Midstream, holding the Midstream Business, will become an independent, publicly traded company.

Prior to completion of the Spin-Off, we intend to enter into a Separation and Distribution Agreement and several other agreements with DTE Energy related to the Spin-Off. These agreements will govern the relationship between DTE Energy and us up to and after completion of the Spin-Off and allocate between DTE Energy and us various assets, liabilities and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. See the section entitled “Certain Relationships and Related Party Transactions” beginning on page 172 of this Information Statement for more detail. No approval of DTE Energy’s shareholders is required in connection with the Spin-Off, and DTE Energy’s shareholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the waiver by DTE Energy’s board of directors, which we refer to as the “DTE Energy Board,” of a number of conditions. If the DTE Energy Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, and the result of such waiver is material to DTE Energy shareholders, DTE Energy will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the DTE Energy Board waives a condition after this Registration Statement becomes effective and such waiver is material to DTE Energy shareholders, DTE Energy will communicate such change to DTE Energy shareholders by filing a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement.

In addition, DTE Energy has the right not to complete the Spin-Off if, at any time, the DTE Energy Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of DTE Energy or its shareholders, or is otherwise not advisable. If the Spin-Off is not completed for any reason, DTE Energy and DT Midstream will have incurred significant costs related to the Spin-Off, including fees for consultants, financial and legal advisors, accountants and auditors, that will not be recouped. Total one-time transaction costs associated with the Spin-Off are preliminarily estimated to range from $70 million to $80 million if the Spin-Off is completed, of which DT Midstream is expected to incur approximately $30 million to $35 million of costs and DTE Energy is expected to incur $40 million to $45 million of costs. If the Spin-Off is not completed for any reason, the one-time transaction costs will generally be limited to the transaction costs incurred for services rendered as of the date the Spin-Off is abandoned, which will be less than the ranges noted above. Our management will also have devoted significant time to manage the Spin-Off process, which will decrease the time they will have to manage the business of DTE Energy and DT Midstream. See the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement for more detail.

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Reasons for the Spin-Off

The DTE Energy Board has regularly reviewed the businesses that comprise DTE Energy to confirm that DTE Energy’s assets are being put to use in a manner that is in the best interests of DTE Energy and its shareholders. Accordingly, the DTE Energy Board and management’s decision to pursue the Spin-Off is a result of a series of strategic discussions that began in mid-2019 and which focused on a review of DTE Energy’s business mix and portfolio. Following this review, the DTE Energy Board and management determined that transforming DTE Energy into a predominantly pure-play regulated utility and positioning DT Midstream as an independent publicly traded company would create numerous benefits for both DTE Energy and DT Midstream and would unlock significant shareholder value. In reaching the decision to pursue the Spin-Off, the DTE Energy Board and management considered a range of potential structural alternatives for the Midstream Business, including a sale or merger of some or all of the Midstream Business to or with third parties, and management recommended the Spin-Off as the most attractive alternative for enhancing shareholder value. As part of this evaluation, the DTE Energy Board retained outside expert advisors, and considered a number of factors, including the strategic clarity and flexibility for DTE Energy and DT Midstream after the Spin-Off, the ability of DTE Energy and DT Midstream to compete and operate efficiently and effectively (including DT Midstream’s ability to retain and attract management talent) after the Spin-Off, the financial profile of DTE Energy and DT Midstream and the potential reaction of investors.

As a result of this evaluation, the DTE Energy Board determined that proceeding with the Spin-Off would be in the best interests of DTE Energy and its shareholders. The DTE Energy Board considered a number of potential benefits of this approach, including:

• Strategic clarity and flexibility. Following the Spin-Off, DTE Energy and DT Midstream will each have a more focused business and be better able to dedicate financial, management and other resources to leverage its areas of strength and differentiation. Each company will pursue appropriate growth opportunities and execute strategic plans best suited to address the distinct market trends and opportunities for its business.

• Focused management. The Spin-Off will allow the management of each of DTE Energy and DT Midstream to devote its time and attention to the development and implementation of corporate strategies and policies that are based on the specific business characteristics of their respective companies and markets. Each company will be able to adapt more quickly to address specific market dynamics, target investments in select growth areas and accelerate decision-making processes. This includes, in the case of DT Midstream, enhanced focus on accretive growth opportunities, projects and asset reliability.

• Distinct and clear financial profiles and compelling investment cases. Investment in one or the other company may appeal to investors with different goals, interests and expectations. The Spin-Off will allow investors to make independent investment decisions with respect to DTE Energy and DT Midstream and may result in greater alignment between the interests of each company’s shareholder base and the characteristics of its respective business, capital structure and financial results.

• Separate capital structures and allocation flexibility. The Spin-Off will enable each of DTE Energy and DT Midstream to leverage its distinct growth profile and cash flow characteristics to optimize its capital structure and capital allocation strategy. The Spin-Off will permit each company to allocate its financial resources to meet the unique needs of its own businesses, which will allow each company to intensify its focus on its distinct strategic priorities and individual business risk and return profiles.

• Creation of independent equity securities and increased strategic opportunities. The Spin-Off will afford DTE Energy and DT Midstream the ability to offer their independent equity securities to the capital markets and enable each standalone company to use its own industry-focused stock to pursue portfolio enhancing acquisitions or other strategic opportunities that are more closely aligned with each company’s strategic goals and expected growth opportunities.

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The DTE Energy Board also considered a number of potentially negative factors in evaluating the Spin-Off, including:

• Risk of failure to achieve the anticipated benefits of the Spin-Off. DTE Energy and DT Midstream may not achieve the anticipated benefits of the Spin-Off for a variety of reasons, including, among others: the Spin-Off will require significant amounts of management’s time and effort, which may divert management’s attention from operating each company’s business; there may be dis-synergy costs related to the Spin-Off; and following the Spin-Off, each company may be more susceptible to certain economic and market fluctuations and other adverse events than if DT Midstream were still a part of DTE Energy because each company will be less diversified than DTE Energy prior to the separation. For more information on the specific risks to DT Midstream of the failure to achieve the anticipated benefits of the Spin-Off, see the section entitled “Risk Factors—Risks Relating to the Spin-Off—We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations” beginning on page 55 of this Information Statement.

• Loss of scale and increased costs. As part of DTE Energy, DT Midstream benefits from DTE Energy’s operating diversity, scale, purchasing power, credit rating, borrowing leverage and available capital for investments. After the Spin-Off, DT Midstream, as a standalone company, will be unable to take advantage of DTE Energy’s scale in procuring certain products and services on terms as favorable as those that DT Midstream obtained as part of DTE Energy prior to the Spin-Off and will be unable to take advantage of DTE Energy’s credit rating, cost of capital and access to capital. In addition, as part of DTE Energy, DT Midstream benefits from certain functions performed by DTE Energy, such as accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions. After the Spin-Off, DTE Energy will not perform these functions for DT Midstream (other than certain functions that will be provided for a limited time pursuant to the Transition Services Agreement) and, because of DT Midstream’s smaller scale as standalone company, the cost of performing such functions could be higher than the amounts reflected in DT Midstream’s historical consolidated financial statements, which would cause profitability to decrease.

• Disruptions and costs related to the Spin-Off. The actions required to separate the Midstream Business from DTE Energy could disrupt both DTE Energy’s and DT Midstream’s operations. In addition, DTE Energy and DT Midstream will incur substantial costs in connection with the Spin-Off and DT Midstream’s transition to being a standalone public company, which may include costs to separate shared systems, accounting, tax, legal and other professional services costs and recruiting and relocation costs associated with hiring directors and management who are new to DT Midstream.

• Limitations on strategic transactions. Under the terms of the Tax Matters Agreement that DT Midstream will enter into with DTE Energy, DT Midstream will be restricted from taking certain actions that could cause the Distribution or certain related transactions to fail to qualify as tax-free transactions under applicable law. These restrictions may limit for a period of time DT Midstream’s ability to pursue certain strategic transactions and equity issuances or engage in other transactions that otherwise might increase the value of our business. For more information, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Tax Matters Agreement” beginning on page 175 of this Information Statement.

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• Uncertainty regarding share prices. We cannot predict the effect of the Distribution on the trading prices of DTE Energy’s and DT Midstream’s common stock or know with certainty whether the combined market value of the shares of DT Midstream common stock to be distributed per share of DTE Energy common stock in the Distribution and DTE Energy’s common stock following the Distribution will be less than, equal to or greater than the market value of the shares of DTE Energy’s common stock prior to the Distribution. Furthermore, there is the risk of volatility in each company’s stock price following the Distribution due to sales by certain shareholders whose investment objectives may not be met by each company’s common stock, and it may take time for each company to attract its optimal shareholder base.

Notwithstanding these costs and risks, the anticipated costs of which are not reasonably quantifiable, and considering the factors discussed above, the DTE Energy Board determined that the Spin-Off provided the best opportunity to achieve the above benefits and enhance shareholder value. For additional information, see the section entitled “Risk Factors” beginning on page 29 of this Information Statement.

When and How You Will Receive DT Midstream Shares

DTE Energy will distribute to its shareholders, as a pro rata dividend, for every two shares of DTE Energy common stock outstanding as of the close of business on [                ], 2021, which we refer to as the “Record Date,” one share of our common stock.

Prior to the Distribution, DTE Energy will deliver all of the issued and outstanding shares of our common stock to the distribution agent. Equiniti Trust Company, which we refer to as “EQ Shareowner Services,” will serve as distribution agent in connection with the Distribution and as transfer agent and registrar for our common stock.

If you own DTE Energy common stock as of the close of business on [                ], 2021, the shares of our common stock that you are entitled to receive in the Distribution will be issued to your account as follows:

• Registered shareholders. If you own your shares of DTE Energy common stock directly through DTE Energy’s transfer agent, EQ Shareowner Services, you are a registered shareholder. In this case, the distribution agent will credit the whole shares of our common stock you receive in the Distribution by way of direct registration in book-entry form to a new account with our transfer agent. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to shareholders, as is the case in the Distribution. You will be able to access information regarding your book-entry account holding the DT Midstream shares at www.shareowneronline.com or by calling (866) 388-8558.

Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our common stock that have been registered in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our common stock and mail statements of holding to all registered shareholders.

• “Street name” or beneficial shareholders. If you own your shares of DTE Energy common stock beneficially through a bank, broker or other nominee, such bank, broker or other nominee holds the shares in “street name” and records your ownership on its books. If you own your shares of DTE Energy common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our common stock that you receive in the Distribution on or shortly after the Distribution Date. We encourage you to contact your bank, broker or other nominee if you have any questions concerning the mechanics of having shares held in “street name.”

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If you sell any of your shares of DTE Energy common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the DTE Energy shares you sold. For more information, see the section entitled “—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement.

We are not asking DTE Energy shareholders to take any action in connection with the Spin-Off. No shareholder approval of the Spin-Off is required. We are not asking you for a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender or exchange any of your shares of DTE Energy common stock for shares of our common stock. The number of outstanding shares of DTE Energy common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, for every two shares of DTE Energy common stock you owned as of the Record Date, you will receive one share of our common stock.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of DTE Energy shareholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees, transfer taxes and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales in the “when-issued” market, and “when-issued” trades will generally settle within two trading days following the Distribution Date. For more information regarding “when-issued” trading, see the section entitled “—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement. The distribution agent will, in its sole discretion, without any influence by DTE Energy or us, determine when, how, through which broker-dealer and at what price to sell the whole shares. The distribution agent is not, and any broker-dealer used by the distribution agent will not be, an affiliate of either DTE Energy or us.

The distribution agent will send to each registered holder of DTE Energy common stock entitled to a fractional share a check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the Distribution Date. We expect the distribution agent to take about two weeks after the Distribution Date to complete the distribution of cash in lieu of fractional shares to DTE Energy shareholders. If you hold your shares through a bank, broker or other nominee, your bank, broker or nominee will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales. No interest will be paid on any cash you receive in lieu of a fractional share. The cash you receive in lieu of a fractional share will generally be taxable to you for U.S. federal income tax purposes. For more information, see the section below entitled “—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 74 of this Information Statement.

Treatment of Outstanding Equity-Based Awards

The following discussion describes the expected treatment of DTE Energy equity awards in connection with the Spin-Off. The post-Spin-Off treatment of an individual’s award is expected to depend on the type of award and whether the individual will be an employee of DTE Energy or DT Midstream immediately following the Spin-Off. For purposes of this discussion, a “DTE Energy Holder” refers to an individual who is an employee or non-employee director (or former employee or non-employee director) of DTE Energy immediately following the Spin-Off (other than employees of DT Midstream immediately following the Spin-Off), and a “DT Midstream Holder” refers to an individual who is an employee of DT Midstream immediately following the Spin-Off, regardless of the entity for which such individual provided services immediately prior to the Spin-Off. We expect that the treatment described below would become effective as of the Distribution Date.

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Restricted Stock Awards

We expect that each DTE Energy restricted stock award held on the Distribution Date by any DT Midstream Holder will convert into a DT Midstream restricted stock unit award in a manner that preserves the value of the award following the Spin-Off. We expect that each DTE Energy restricted stock award held on the Distribution Date by any DTE Energy Holder will remain a DTE Energy restricted stock award and will be adjusted to preserve the value of the award following the Spin-Off. After the Spin-Off, the DTE Energy restricted stock awards and DT Midstream restricted stock unit awards will be subject to substantially the same terms and conditions as the original DTE Energy restricted stock awards, except that the vesting of awards held by DT Midstream Holders will be based on continued service with DT Midstream.

Performance Share Awards

We expect the treatment of DTE Energy performance share awards that are outstanding on the Distribution Date to depend on whether the award is held by a DT Midstream Holder or a DTE Energy Holder and, in the case of DT Midstream Holders, to depend on the year in which the award was granted, as described below.

DTE Energy Performance Share Awards Held by DT Midstream Holders

2019 Awards. We expect that each DTE Energy performance share award granted in 2019 and held by a DT Midstream Holder on the Distribution Date will become vested immediately prior to the Spin-Off as to two-thirds of the award based on actual performance as of December 31, 2020, and the unvested portion will cease to be outstanding as of the Spin-Off. In connection with the Spin-Off, DT Midstream will grant to DT Midstream Holders who held DTE Energy performance share awards granted in 2019 a new DT Midstream performance share of similar value to the portion of such DTE Energy performance share award that ceased to be outstanding.

2020 Awards. We expect that each DTE Energy performance share award granted in 2020 and held by a DT Midstream Holder on the Distribution Date will become vested immediately prior to the Spin-Off as to one-third of the award based on actual performance as of December 31, 2020, and the unvested portion will cease to be outstanding as of the Spin-Off. In connection with the Spin-Off, DT Midstream will grant to DT Midstream Holders who held DTE Energy performance share awards granted in 2020 a new DT Midstream performance share of similar value to the portion of such DTE Energy performance share award that ceased to be outstanding.

2021 Awards. We expect that each DTE Energy performance share award granted in 2021 and held by a DT Midstream Holder on the Distribution Date will be replaced with a DT Midstream performance share award, based on the target number of performance shares, in a manner that preserves the value of the award following the Spin-Off.

In all cases, we expect that the substitute DT Midstream performance share awards will be subject to substantially the same terms and conditions as the corresponding DTE Energy performance share awards, except that the vesting of the DT Midstream performance share awards will be based on the holder’s service with DT Midstream and on DT Midstream performance metrics, except as otherwise described herein.

DTE Energy Performance Share Awards Held by DTE Energy Holders

We expect that each DTE Energy performance share award granted in 2019, 2020 and 2021 and held by a DTE Energy Holder on the Distribution Date will remain a DTE Energy performance share award and will be adjusted in a manner that preserves the target value of the award following the Spin-Off. Each adjusted performance share award will be subject to substantially the same terms and conditions as the original DTE Energy performance share award.

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Phantom Share Awards

We expect that each DTE Energy phantom share award held on the Distribution Date by any non-employee director of DTE Energy immediately following the Spin-Off will remain a DTE Energy phantom share and will be adjusted to preserve the value of the award following the Spin-Off. Each adjusted phantom share award will be subject to substantially the same terms and conditions as the original DTE Energy phantom share award.

Material U.S. Federal Income Tax Consequences of the Spin-Off

Consequences to Holders of DTE Energy Common Stock

The following is a summary of the material U.S. federal income tax consequences to holders of DTE Energy common stock in connection with the Distribution. This summary is based on the Internal Revenue Code, which we refer to as the “Code,” the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of DTE Energy common stock that hold their DTE Energy common stock as a capital asset. For purposes of this summary, a “U.S. Holder” is a beneficial owner of DTE Energy common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the U.S.;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S. or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) in the case of a trust that was treated as a domestic trust under law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

A “Non-U.S. Holder” is a beneficial owner of DTE Energy common stock that is not a U.S. Holder or a U.S. partnership for U.S. federal income tax purposes.

This summary does not discuss all tax considerations that may be relevant to shareholders in light of their particular circumstances, nor does it address the consequences to shareholders subject to special treatment under the U.S. federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons who acquired DTE Energy common stock pursuant to the exercise of employee stock options or otherwise as compensation;

• shareholders who own, or are deemed to own, 10% or more, by voting power or value, of DTE Energy equity;

• shareholders owning DTE Energy common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

• certain former citizens or long-term residents of the U.S.;

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• shareholders who are subject to the alternative minimum tax;

• persons who own DTE Energy common stock through partnerships or other pass-through entities; or

• persons who hold DTE Energy common stock through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds DTE Energy common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to its tax consequences.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION.

U.S. Holders

Completion of the Spin-Off is conditioned upon DTE Energy’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to DTE Energy, to the effect that the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply. The opinion will be based on the assumption that, among other things, the representations made, and information submitted, in connection with it are accurate. If the Distribution qualifies for this treatment and subject to the qualifications and limitations set forth herein (including the discussion below relating to the receipt of cash in lieu of fractional shares), for U.S. federal income tax purposes:

• no gain or loss should be recognized by, or be includible in the income of, a U.S. Holder as a result of the Distribution, except with respect to any cash received in lieu of fractional shares;

• the aggregate tax basis of the DTE Energy common stock and our common stock held by each U.S. Holder immediately after the Distribution should be the same as the aggregate tax basis of the DTE Energy common stock held by the U.S. Holder immediately before the Distribution, allocated between the DTE Energy common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to reduction upon the deemed sale of any fractional shares, as described below); and

• the holding period of our common stock received by each U.S. Holder should include the holding period of its DTE Energy common stock, provided that such DTE Energy common stock is held as a capital asset on the date of the Distribution.

U.S. Holders that have acquired different blocks of DTE Energy common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our common stock distributed with respect to such blocks of DTE Energy common stock.

If a U.S. Holder receives cash in lieu of a fractional share of common stock as part of the Distribution, the U.S. Holder will be treated as though it first received a distribution of the fractional share in the Distribution and then sold it for the amount of cash actually received. Provided the fractional share is considered to be held as a capital asset on the date of the Distribution, the U.S. Holder will generally recognize capital gain or loss measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, as determined above. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the DTE Energy common stock is more than one year on the date of the Distribution.

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The opinion of counsel will not address any U.S. state or local or foreign tax consequences of the Spin-Off or any potential gain to be taken into account by Significant Non-U.S. Holders (as defined below) under Section 897 of the Code. The opinion will assume that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and will rely on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion will be based on certain representations as to factual matters from, and certain covenants by, DTE Energy and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or are violated in any material respect.

The opinion of counsel will not be binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. DTE Energy has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, the above consequences would not apply, and U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in:

• a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of DTE Energy’s current and accumulated earnings and profits;

• a reduction in the U.S. Holder’s basis (but not below zero) in DTE Energy common stock to the extent the amount received exceeds the shareholder’s share of DTE Energy’s earnings and profits; and

• a taxable gain from the exchange of DTE Energy common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of DTE Energy’s earnings and profits and the U.S. Holder’s basis in its DTE Energy common stock.

Non-U.S. Holders

Distribution of Our Common Stock

Provided that the Distribution qualifies as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply and DTE Energy’s common stock continues to be “regularly traded” on the New York Stock Exchange, which we refer to as the “NYSE,” or another “established securities market” (as those terms are defined under the relevant provisions of the Code), Non-U.S. Holders (other than a “Significant Non-U.S. Holder,” as defined below) receiving stock in the Distribution will not be subject to U.S. federal income tax on any gain realized on the receipt of our common stock.

A “Significant Non-U.S. Holder” is a Non-U.S. Holder that beneficially owned more than 5% of DTE Energy common stock at any time during the shorter of the five-year period ending on the Distribution Date or the Non-U.S. Holder’s holding period, taking into account both actual and constructive ownership under the applicable ownership attribution rules of the Code. A Significant Non-U.S. Holder that receives our common stock in the Distribution will be subject to U.S. federal income tax on any gain realized with respect to its existing DTE Energy common stock as a result of the Distribution only if (i) DTE Energy is treated as a “United States real property holding corporation,” which we refer to as a “USRPHC,” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the Distribution Date or the period during which the Significant Non-U.S. Holder held such DTE Energy common stock and (ii) we are not a USRPHC immediately following the Distribution.

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In general, a corporation will be a USRPHC at any relevant time described above if 50% or more of the fair market value of the corporation’s assets constitute “United States real property interests” within the meaning of the Code. DTE Energy has not made a determination as to whether it is or has been in the last five years a USRPHC. Because the determination of whether a corporation is a USRPHC depends on the relative fair market value of its United States real property interests and other assets, and because the USRPHC rules are complex, we can give no assurance as to whether DTE Energy is or has been a USRPHC in the relevant period or whether we will be a USRPHC after the Distribution. However, we believe that we may be a USRPHC immediately after the Distribution. Even if DTE Energy were a USRPHC, if we were also a USRPHC immediately after the Distribution then any Significant Non-U.S. Holder that receives our common stock will not be subject to U.S. federal income tax on any gain realized with respect to its existing DTE Energy common stock as a result of the Distribution if such Non-U.S. Holder meets certain requirements described in the Treasury Regulations. Non-U.S. Holders should consult their tax advisors to determine if they are or may be Significant Non-U.S. Holders under the applicable rules.

A Non-U.S. Holder may be subject to tax upon the future sale or other disposition of our stock if we are or have been a USRPHC at any time during the shorter of (i) the Non-U.S. Holder’s holding period and (ii) the five-year period ending on the date of the sale or other disposition. Provided that our common stock continues to be traded on the NYSE or another established securities market, a Non-U.S. Holder will not be subject to tax upon a future sale or other disposition as a result of our status as a USRPHC unless the Non-U.S. Holder has owned more than 5% of our common stock (directly or by attribution) at any time during the relevant period described above. Non-U.S. Holders should consult their tax advisors to determine if they will or may own more than 5% of our common stock after the Distribution under the applicable rules.

If the Distribution were determined not to qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, the above consequences would not apply, and Non-U.S. Holders could be subject to tax. In this case, each Non-U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would be subject to U.S. federal income tax at a rate of 30% of the gross amount of any such distribution that is treated as a dividend, unless:

• such dividend was effectively connected with the conduct of a U.S. trade or business, and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder within the U.S.; or

• the Non-U.S. Holder is entitled to a reduced tax rate with respect to dividends pursuant to an applicable income tax treaty.

Under the first exception, regular graduated U.S. federal income tax rates applicable to U.S. persons would apply to the dividend, and, in the case of a corporate Non-U.S. Holder, a branch profits tax may also apply, as described below. Unless one of these exceptions applies and the Non-U.S. Holder provides an appropriate IRS Form W-8 (or applicable successor form) to claim an exemption from or reduction in the rate of withholding under such exception, we may be required to withhold 30% of any distribution of our common stock treated as a dividend to satisfy the Non-U.S. Holder’s U.S. federal income tax liability.

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A distribution of our common stock that does not qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply could also be treated as a nontaxable return of capital or could trigger capital gain for U.S. federal income tax purposes. A distribution of our common stock that is treated as a nontaxable return of capital is generally not subject to U.S. income tax. Such distribution may be subject to U.S. withholding tax if DTE Energy is treated as a USRPHC as described above; however, in such case the U.S. withholding tax generally will not apply so long as the common stock of DTE Energy continues to be regularly traded on the NYSE or another established securities market, and the Non-U.S. Holder is not a Significant Non-U.S. Holder. A distribution of our common stock triggering capital gain is generally not subject to U.S. federal income taxation subject to the same exceptions described below under “—Cash in Lieu of Fractional Shares,” and generally is not subject to U.S. withholding tax subject to the same exception described above for a nontaxable return of capital.

Cash in Lieu of Fractional Shares

If a Non-U.S. Holder receives cash in lieu of a fractional share of common stock as part of the Distribution, the Non-U.S. Holder will be treated as though it first received a distribution of the fractional share in the Distribution and then sold it for the amount of cash actually received. Non-U.S. Holders generally will not be subject to regular U.S. federal income or withholding tax on gain realized in such a sale, unless:

• the gain is effectively connected with a U.S. trade or business of the Non-U.S. Holder and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder within the U.S.;

• the Non-U.S. Holder is a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year in which the Distribution occurs and certain other conditions are met; or

• we are treated as a USRPHC immediately after the Distribution, and either (i) our common stock is not regularly traded on an established securities market (we expect that our common stock will be regularly traded on the NYSE, an established securities market) or (ii) if our common stock is regularly traded on an established securities market (as we expect will be the case), the Non-U.S. Holder is a holder of 5% or more of our common stock (directly or by attribution).

If one or more of the situations described in the three above bullets applies, the Non-U.S. Holder generally will recognize capital gain or loss measured by the difference between the cash received for the fractional share of our common stock and the Non-U.S. Holder’s tax basis that would be allocated to such fractional share. Gains realized by a Non-U.S. Holder described in the first bullet above that are effectively connected with the conduct of a trade or business, and, if required by an applicable income tax treaty, are attributable to a permanent establishment or a fixed base maintained by the Non-U.S. Holder within the U.S. generally will be taxed on a net income basis at the graduated rates that are applicable to U.S. persons. In the case of a Non-U.S. Holder that is a corporation, such income may also be subject to the U.S. federal branch profits tax (currently at a 30% rate), unless the rate is reduced or eliminated by an applicable income tax treaty and the Non-U.S. Holder is a qualified resident of the treaty country. Gains realized by a Non-U.S. Holder described in the second bullet above generally will be subject to a 30% tax on the receipt of cash in lieu of fractional shares (or a lower treaty rate, if applicable), with such gains eligible to be offset by certain U.S.-source capital losses recognized in the same taxable year of the Distribution. Non-U.S. Holders that meet the circumstances described in the third bullet above should consult their own tax advisors regarding the determination of the amount of gain (if any) that would be subject to U.S. federal income tax. If the distribution does not qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, then the same rules will apply, but the Non-U.S. Holder’s basis in the fractional share of our stock will be its fair market value at the time of the Distribution.

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Backup Withholding and Information Statement

Payments of cash in lieu of a fractional share of our common stock may, under certain circumstances, be subject to “backup withholding,” unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations will generally be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Non-U.S. Holders generally may avoid backup withholding by furnishing a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying the Non-U.S. Holder’s non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax, and it may be refunded or credited against a holder’s U.S. federal income tax liability if the required information is timely supplied to the IRS.

Treasury Regulations require each DTE Energy shareholder that, immediately before the Distribution, owned 5% or more (by vote or value) of the total outstanding stock of DTE Energy to attach to such shareholder’s U.S. federal income tax return for the year in which the Distribution occurs a statement setting forth certain information related to the Distribution.

Consequences to DTE Energy

The following is a summary of the material U.S. federal income tax consequences to DTE Energy in connection with the Spin-Off that may be relevant to holders of DTE Energy common stock.

As discussed above, completion of the Spin-Off is conditioned upon DTE Energy’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to DTE Energy, to the effect that the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply. If the Distribution qualifies as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, no gain or loss should be recognized by DTE Energy as a result of the Distribution. The opinion of counsel is subject to the qualifications and limitations as are set forth above under the section above entitled “—Consequences to Holders of DTE Energy Common Stock” beginning on page 74 of this Information Statement.

If the Distribution were determined not to qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply, then 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.

Indemnification Obligation

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 taxes resulting from the recognition of gain described above and related expenses. In addition, current tax law generally creates a presumption that the Distribution would be taxable to DTE Energy, but not to holders, 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.

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Results of the Spin-Off

After the Spin-Off, we will be an independent, publicly traded company. Immediately following the Spin-Off, we expect to have approximately 309,000 beneficial holders of shares of our common stock and approximately 96,863,680 shares of our common stock outstanding, based on the number of DTE Energy shareholders and shares of DTE Energy common stock outstanding on March 31, 2021. The actual number of shares of our common stock DTE Energy will distribute in the Spin-Off will depend on the actual number of shares of DTE Energy common stock outstanding on the Record Date, which will reflect any issuance of new shares in respect of settlements or exercises of outstanding equity-based awards pursuant to DTE Energy’s equity plans, on or prior to the Record Date. The Spin-Off will not affect the number of outstanding shares of DTE Energy common stock or any rights of DTE Energy shareholders, although we expect the trading price of shares of DTE Energy common stock immediately following the Distribution to be lower than immediately prior to the Distribution because the trading price of DTE Energy common stock will no longer reflect the value of the Midstream Business. Furthermore, until the market has fully analyzed the value of DTE Energy without the Midstream Business, the trading price of shares of DTE Energy common stock may fluctuate and result in a higher volatility in stock price.

Before our separation from DTE Energy, we intend to enter into a Separation and Distribution Agreement and several other agreements with DTE Energy related to the Spin-Off. These agreements will govern the relationship between DTE Energy and DT Midstream up to and after completion of the Spin-Off and allocate between DTE Energy and us various assets, liabilities, rights and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. We describe these arrangements in greater detail under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy” beginning on page 172 of this Information Statement.

Listing and Trading of our Common Stock

As of the date of this Information Statement, we are a wholly owned subsidiary of DTE Energy. Accordingly, no public market for our common stock currently exists, although a “when-issued” market in our common stock may develop prior to the Distribution. For an explanation of a “when-issued market,” see the section below entitled “—Trading Prior to the Distribution Date” beginning on page 81 of this Information Statement. We intend to list our shares of common stock on the NYSE under the ticker symbol “DTM.” Following the Spin-Off, DTE Energy common stock will continue to trade on the NYSE under the ticker symbol “DTE.”

Neither we nor DTE Energy can assure you as to the trading price of DTE Energy common stock or our common stock after the Spin-Off, or as to whether the combined trading prices of our common stock and the DTE Energy common stock after the Spin-Off will be less than, equal to or greater than the trading prices of DTE Energy common stock prior to the Spin-Off. The trading price of our common stock may fluctuate significantly following the Spin-Off and result in a higher volatility in stock price. For more detail, see the section entitled “Risk Factors—Risks Relating to Our Common Stock” beginning on page 60 of this Information Statement.

The shares of our common stock distributed to DTE Energy shareholders will be freely transferable, except for shares received by individuals who are our affiliates. Individuals who may be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for U.S. federal securities law purposes. These individuals may include some or all of our directors and executives. Individuals who are our affiliates will be permitted to sell their shares of our common stock only pursuant to an effective registration statement under the Securities Act of 1933, which we refer to as the “Securities Act,” or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

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Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop on or shortly before the Record Date for the Distribution and continue up to and including the Distribution Date. “When-issued” trading refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. If you own shares of DTE Energy common stock at the close of business on the Record Date, you will be entitled to receive shares of our common stock in the Distribution. You may trade this entitlement to receive shares of our common stock, without the shares of DTE Energy common stock you own, on the “when-issued” market. We expect “when-issued” trades of our common stock to settle within two trading days after the Distribution Date. On the first trading day following the Distribution Date, we expect that “when-issued” trading of our common stock will end and “regular-way” trading will begin.

We also anticipate that, on or shortly before the Record Date and continuing up to and including the Distribution Date, there will be two markets in DTE Energy common stock: a “regular-way” market and an “ex-distribution” market. Shares of DTE Energy common stock that trade on the “regular-way” market will trade with an entitlement to receive shares of our common stock in the Distribution. Shares that trade on the “ex-distribution” market will trade without an entitlement to receive shares of our common stock in the Distribution. Therefore, if you sell shares of DTE Energy common stock in the “regular-way” market up to and including the Distribution Date, you will be selling your right to receive shares of our common stock in the Distribution. However, if you own shares of DTE Energy common stock at the close of business on the Record Date and sell those shares on the “ex-distribution” market up to and including the Distribution Date, you will still receive the shares of our common stock that you would otherwise be entitled to receive in the Distribution.

Following the Distribution Date, we expect shares of our common stock to be listed on the NYSE under the ticker symbol “DTM.” If “when-issued” trading occurs, the listing for our common stock is expected to be under a ticker symbol different from our “regular-way” ticker symbol. We will announce our “when-issued” ticker symbol when and if it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

Conditions to the Spin-Off

We expect that the Separation will be effective on the Distribution Date, provided that the following conditions shall have been satisfied or waived by DTE Energy:

• the DTE Energy Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to DTE Energy shareholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the NYSE or another national securities exchange approved by DTE Energy, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this Information Statement is a part, under the Securities Exchange Act of 1934, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• DTE Energy shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355(a), Section 355(c) and Section 361 of the Code apply;

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• the DTE Energy Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of DTE Energy prior to the Spin-Off and each of DTE Energy and DT Midstream after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of DTE Energy shall have occurred or failed to occur that prevents the consummation of the Distribution;

• Bluestone Gas Corporation of New York, Inc., which we refer to as “Bluestone,” DTE Energy and DT Midstream shall have received a satisfactory final order from the New York Public Service Commission to the transfer of indirect ownership interests in Bluestone from DTE Energy to DT Midstream;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the DTE Energy Board, would result in the Distribution having a material adverse effect on DTE Energy or its shareholders;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of DTE Energy common stock as of the Record Date;

• DTE Energy shall have duly elected the individuals to be listed as members of our post-Distribution Board in this Information Statement, and such individuals shall be the members of our Board of Directors, which we refer to as the “Board,” immediately after the Distribution; provided, however, that to the extent required by any law or requirement of the NYSE or any other national securities exchange, as applicable, the existing directors shall appoint one independent director prior to the date on which “when-issued” trading of our common stock begins and this independent director shall begin his or her term prior to the Distribution and shall serve on our Audit Committee, Corporate Governance Committee and Organization and Compensation Committee; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10, of which this Information Statement is a part, shall be in effect.

The fulfillment of the above conditions will not create any obligation on DTE Energy’s part to complete the Spin-Off. We are not aware of any material U.S. federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, in connection with the Distribution. On April 16, 2021, the New York Public Service Commission issued a satisfactory final order relating to the transfer of indirect ownership interests in Bluestone from DTE Energy to DT Midstream, thereby satisfying the relevant above condition. If the DTE Energy Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement is a part, and the result of such waiver is material to DTE Energy shareholders, DTE Energy will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the DTE Energy Board waives a condition after this Registration Statement becomes effective and such waiver is material to DTE Energy shareholders, DTE Energy will communicate such change to DTE Energy shareholders by filing a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement.

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In addition, DTE Energy has the right not to complete the Spin-Off if, at any time, the DTE Energy Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of DTE Energy or its shareholders, or is otherwise not advisable. If the Spin-Off is not completed for any reason, DTE Energy and DT Midstream will have incurred significant costs related to the Spin-Off, including fees for consultants, financial and legal advisors, accountants and auditors, that will not be recouped. Total one-time transaction costs associated with the Spin-Off are preliminarily estimated to range from $70 million to $80 million if the Spin-Off is completed, of which DT Midstream is expected to incur approximately $30 million to $35 million of costs and DTE Energy is expected to incur $40 million to $45 million of costs. If the Spin-Off is not completed for any reason, the one-time transaction costs will generally be limited to the transaction costs incurred for services rendered as of the date the Spin-Off is abandoned, which will be less than the ranges noted above. Our management will also have devoted significant time to manage the Spin-Off process, which will decrease the time they will have to manage the business of DTE Energy and DT Midstream.

Reasons for Furnishing This Information Statement

We are furnishing this Information Statement solely to provide information to DTE Energy’s shareholders who will receive shares of our common stock in the Distribution. You should not construe this Information Statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of DTE Energy. We believe that the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor DTE Energy undertakes any obligation to update the information except in the normal course of our and DTE Energy’s public disclosure obligations and practices.

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DIVIDEND POLICY

Following the Distribution, we expect that DT Midstream will initially pay a regular cash dividend on a quarterly basis in an amount based on a dividend coverage ratio of approximately 2.00:1.00. The dividend coverage ratio represents the total Distributable Cash Flow divided by the total dividends paid to shareholders. However, the timing, declaration, amount of and payment of any dividends will be within the discretion of our Board of Directors, which we refer to as the “Board,” and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. Moreover, if as expected we determine to initially pay a dividend following the Distribution, there can be no assurance that we will continue to pay dividends in the same amounts or at all thereafter. We have not adopted, and do not currently expect to adopt, a separate written dividend policy to reflect our Board’s policy. See also “Risk Factors—Risks Relating to Our Common Stock—We cannot assure that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock” beginning on page 62 of this Information Statement. Distributable Cash Flow is a non-GAAP financial measure. See the section entitled “Selected Historical Financial Data—Non-GAAP Financial Information” beginning on page 87 of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

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CAPITALIZATION

The following table sets forth the cash, note receivable due from DTE Energy and capitalization of DT Midstream as of March 31, 2021, on a historical basis and on a pro forma basis to give effect to the Distribution and related internal and external financing transactions, as if they occurred on March 31, 2021. The information below is not necessarily indicative of what our capitalization would have been had the Distribution and related internal and financing transactions been completed as of March 31, 2021. In addition, it is not indicative of our future capitalization and may not reflect the capitalization or financial condition that would have resulted had we operated as an independent, publicly traded company as of the applicable dates presented. You should review the following table in conjunction with the sections entitled “Unaudited Pro Forma Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 91 and 127 of this Information Statement and our Consolidated Financial Statements and accompanying notes set forth in the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement.

	As of March 31, 2021
	(unaudited)
	(in millions)
	Historical			Pro Forma
Cash	$	29		$	29
Note receivable due from DTE Energy		251			—
Total cash and note receivable due from DTE Energy	$	280		$	29
Capitalization:
Indebtedness:
Short-term borrowings due to DTE Energy	$	3,021		$	—
Long-term debt		—			3,048
Total indebtedness	$	3,021		$	3,048
Equity:
Common stock, par value $0.01	$	—		$	1
Retained earnings		831			566
Additional paid-in capital		3,332			3,331
Accumulated other comprehensive loss		(10	)		(10	)
Noncontrolling interests		151			151
Total equity		4,304			4,039
Total capitalization	$	7,605		$	7,116

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SELECTED HISTORICAL FINANCIAL DATA

The following tables present selected historical financial data as of and for each of the years in the three-year period ended December 31, 2020, as well as selected historical financial data as of and for each of the quarterly periods ended March 31, 2021 and March 31, 2020. We derived the summary historical statements of operations data for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, and summary historical balance sheet data as of December 31, 2020 and December 31, 2019, as set forth below, from DT Midstream’s audited historical consolidated financial statements. We derived the summary historical statements of operations data for the quarters ended March 31, 2021 and March 31, 2020, and summary historical balance sheet data as of March 31, 2021 and March 31, 2020, as set forth below, from DT Midstream’s unaudited historical consolidated financial statements. We collectively refer to DT Midstream’s audited and unaudited financial statements as the “Consolidated Financial Statements,” which are included in the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement.

The selected historical financial data presented below should be read in conjunction with our Consolidated Financial Statements and the accompanying notes thereto, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 127 of this Information Statement, and the section entitled “Unaudited Pro Forma Consolidated Financial Statements” beginning on page 91 of this Information Statement. For each of the periods presented, we were a wholly owned subsidiary of DTE Energy. The selected historical financial data does not necessarily reflect what our results of operations and financial position would have been if we had operated as an independent, publicly traded company during the periods presented. In addition, our historical financial data does not reflect changes that we expect to experience in the future as a result of our separation from DTE Energy, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the historical financial data includes allocations of certain DTE Energy corporate expenses. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future. Accordingly, the historical results should not be relied upon as an indicator of our future performance.

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Selected Income Statement Information:
Operating revenues	$	197	$	169	$	754	$	504	$	485
Net income attributable to DT Midstream		78		71		312		204		231

	Three Months Ended March 31,		Years Ended December 31,
	2021		2020		2019
	(in millions)
Selected Balance Sheet Information:
Total assets	$	8,264	$	8,342	$	7,787
Short-term borrowings due to DTE Energy		3,021		3,175		2,922
Total DT Midstream equity		4,153		4,073		3,569

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Other Financial and Operating Information(1):
Adjusted EBITDA	$	193	$	171	$	710	$	493	$	454
Distributable Cash Flow		160		134		566		350		263

(1) Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures. See the section entitled “—Non-GAAP Financial Information” beginning on page 87 of this Information Statement for their definitions.

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Non-GAAP Financial Information

We include financial information prepared in accordance with accounting principles generally accepted in the U.S., which we refer to as “GAAP,” as well as the non-GAAP financial measures, Adjusted EBITDA and Distributable Cash Flow, which we use as measures of our operational performance. Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Information” beginning on page 135 of this Information Statement for additional information.

Adjusted EBITDA is defined as GAAP net income attributable to DT Midstream before expenses for interest, taxes, depreciation and amortization, further adjusted to include our proportional share of net income from our equity method investees (excluding taxes, depreciation and amortization), and to exclude certain items we consider non-routine. We believe Adjusted EBITDA is useful to us and external users of our financial statements in understanding our operating results and the ongoing performance of our underlying business because it allows our management and investors to have a better understanding of our actual operating performance unaffected by the impact of interest, taxes, depreciation, amortization and non-routine charges noted in the table below. We believe the presentation of Adjusted EBITDA is meaningful to investors because it is frequently used by analysts, investors and other interested parties in our industry to evaluate a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending on accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. We use Adjusted EBITDA to assess our performance by reportable segment and as a basis for strategic planning and forecasting.

Distributable Cash Flow is calculated by deducting earnings from equity method investees, depreciation and amortization attributable to noncontrolling interests, cash interest expense, maintenance capital investment (as defined below), and cash taxes from, and adding interest expense, income tax expense, depreciation and amortization, certain items we consider non-routine and dividends and distributions from equity method investees to, Net Income Attributable to DT Midstream. Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. We believe Distributable Cash Flow is a meaningful performance measurement because it is useful to us and external users of our financial statements in estimating the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and making maintenance capital investments, which could be used for discretionary purposes such as common stock dividends, retirement of debt or expansion capital expenditures.

Adjusted EBITDA and Distributable Cash Flow are not measures calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. There are significant limitations to using Adjusted EBITDA and Distributable Cash Flow as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss. Additionally, because Adjusted EBITDA and Distributable Cash Flow exclude some, but not all, items that affect net income and are defined differently by different companies in our industry, Adjusted EBITDA and Distributable Cash Flow do not intend to represent net income attributable to DT Midstream, the most comparable GAAP measure, as an indicator of operating performance and are not necessarily comparable to similarly titled measures reported by other companies.

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DT Midstream results, as well as reconciliations of the GAAP financial measure of Net Income Attributable to DT Midstream to the non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow, respectively, are presented below.

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
	(in millions)
Operating revenues	$	197		$	169		$	754		$	504		$	485
Operation and maintenance		50			33			175			141			122
Depreciation and amortization		41			36			152			93			81
Taxes other than income		7			4			15			8			9
Asset (gains) losses and impairments, net		(1	)		—			(2	)		1			—
Operating income		100			96			414			261			273
Earnings from equity method investees		(32	)		(30	)		(108	)		(98	)		(125	)
Interest expense		26			27			113			75			69
Interest income		(3	)		(1	)		(9	)		(8	)		(9	)
Other (income) and expense		(1	)		—			(22	)		—			7
Income tax expense		29			26			116			72			72
Net income	$	81		$	74		$	324		$	220		$	259
Less: Net income attributable to noncontrolling interests		3			3			12			16			28
Net income attributable to DT Midstream	$	78		$	71		$	312		$	204		$	231

Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
	(in millions)
Net income attributable to DT Midstream	$	78		$	71		$	312		$	204		$	231
Plus: Interest expense		26			27			113			75			69
Plus: Income tax expense		29			26			116			72			72
Plus: Depreciation and amortization		41			36			152			93			81
Plus: EBTDA from equity method investees(1)		45			43			154			144			146
Plus: Adjustments for non-routine items(2)		10			—			(16	)		18			—
Less: Interest income		(3	)		(1	)		(9	)		(8	)		(9	)
Less: Earnings from equity method investees		(32	)		(30	)		(108	)		(98	)		(125	)
Less: Depreciation and amortization attributable to noncontrolling interests		(1	)		(1	)		(4	)		(7	)		(11	)
Adjusted EBITDA	$	193		$	171		$	710		$	493		$	454

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(1) Includes our share of our equity method investees’ earnings before taxes, depreciation and amortization, which we refer to as “EBTDA.” A reconciliation of our Earnings from equity method investees to EBTDA from equity method investees follows:

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Earnings from equity method investees	$	32	$	30	$	108	$	98	$	125
Plus: Depreciation and amortization from equity method investees		13		13		46		46		21
EBTDA from equity method investees	$	45	$	43	$	154	$	144	$	146

(2) Our Adjusted EBITDA calculation excludes certain items we consider non-routine. In the first quarter of 2021, adjustments for non-routine items were comprised of $10 million of Spin-Off related transaction costs ($7 million post-tax). In 2020, adjustments for non-routine items were comprised of: (i) $20 million of proceeds from a post-acquisition settlement ($15 million post-tax) and (ii) $4 million of Spin-Off related transaction costs ($3 million post-tax). In 2019, non-routine adjustments were comprised of $18 million of transaction costs related to the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline ($14 million post-tax). For further discussion of these items, refer to the Notes to the Consolidated Financial Statements beginning on page F-9 of this Information Statement.

Reconciliation of Net Income Attributable to DT Midstream to Distributable Cash Flow

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
	(in millions)
Net income attributable to DT Midstream	$	78		$	71		$	312		$	204		$	231
Plus: Interest expense		26			27			113			75			69
Plus: Income tax expense		29			36			116			72			72
Plus: Depreciation and amortization		41			36			152			93			81
Plus: Adjustments for non-routine items(1)		10			—			(16	)		18			—
Less: Earnings from equity method investees		(32	)		(30	)		(108	)		(98	)		(125	)
Less: Depreciation and amortization attributable to noncontrolling interests		(1	)		(1	)		(4	)		(7	)		(11	)
Plus: Dividends and distributions from equity method investees		41			37			139			146			61
Less: Cash interest expense		(26	)		(26	)		(113	)		(75	)		(67	)
Less: Cash taxes		(2	)		—			(3	)		(8	)		(2	)
Less: Maintenance capital investment(2)		(4	)		(6	)		(22	)		(70	)		(46	)
Distributable cash flow(3)	$	160		$	134		$	566		$	350		$	263

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(1) Our Distributable Cash Flow calculation excludes certain items we consider non-routine. In the first quarter of 2021, adjustments for non-routine items were comprised of $10 million of Spin-Off related transaction costs ($7 million post-tax). In 2020, adjustments for non-routine items were comprised of: (i) $20 million of proceeds from a post-acquisition settlement ($15 million post-tax) and (ii) $4 million of Spin-Off related transaction costs ($3 million post-tax). In 2019, non-routine adjustments were comprised of $18 million of transaction costs related to the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline ($14 million post-tax). For further discussion of these items, refer to the Notes to the Consolidated Financial Statements beginning on page F-9 of this Information Statement.

(2) Maintenance capital investment is defined as the total capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. Maintenance capital investment decreased $48 million in 2020 and increased $24 million in 2019. The decrease in 2020 was primarily due to lower expenditures for Appalachia Gathering System construction and Stonewall Gas Gathering Lateral Pipeline environmental restoration, partially offset by higher expenditures for Blue Union Gathering System equipment and office upgrades. The increase in 2019 was primarily due to higher expenditures for Appalachia Gathering System construction and Stonewall Gas Gathering Lateral Pipeline environmental restoration.

(3) The increase in Distributable Cash Flow in the first quarter of 2021 compared to the same period in 2020 was primarily due to Blue Union Gathering System and LEAP Gathering Lateral Pipeline assets going into service in the third quarter of 2020 and a non-routine adjustment to add back Spin-Off related transaction costs. The increase in 2020 Distributable Cash Flow compared to 2019 was primarily due to the first full year of operations of Blue Union Gathering System and a partial year of operations for LEAP Gathering Lateral Pipeline. The increase in Distributable Cash Flow in 2019 was primarily due to higher distributions from equity method investees and a non-routine adjustment to add back transaction costs related to the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On October 27, 2020, DTE Energy announced plans for the complete legal and structural separation of DT Midstream from DTE Energy. To effect the separation, first, DTE Energy will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement. DTE Energy will subsequently distribute all of DT Midstream’s common stock to DTE Energy’s shareholders, and DT Midstream will become an independent, publicly traded company.

The unaudited pro forma consolidated financial statements of DT Midstream have been derived from the historical consolidated financial statements, which we refer to as the “Consolidated Financial Statements,” included in the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement. The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 have been prepared as though the distribution occurred on January 1, 2020. The unaudited pro forma consolidated balance sheet as of March 31, 2021 has been prepared as though the distribution occurred on March 31, 2021. The unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of the Regulation S-X, updated for Release No 33-10786, which was effective January 1, 2021. The unaudited pro forma financial statements have been adjusted to give effect to pro forma adjustments referred to as “Transaction Accounting Adjustments” including:

• the distribution of our issued and outstanding common stock by DTE Energy to its shareholders in connection with the Spin-Off;

• the issuance of external financing in the form of senior notes and a term loan prior to the Spin-Off and the repayment of short-term borrowings due to DTE Energy;

• the settlement of other intercompany accounts and notes receivables and accounts payable with DTE Energy and its subsidiaries; and

• the recognition of additional estimated transaction costs related to the Spin-Off that are expected to be incurred after December 31, 2020.

The historical consolidated financial statements of DT Midstream have been derived from DTE Energy’s accounting records and include general corporate expenses of DTE Energy that have historically been allocated to DT Midstream. DTE Energy corporate allocations include expenses related to labor and benefits, professional fees, shared assets and other expenses related to DTE Energy’s corporate functions that provide support to DT Midstream. In management’s opinion, the basis on which these expenses have been allocated to DT Midstream are reasonable. However, the historical consolidated financial statements of DT Midstream do not necessarily represent the financial position or results of operations of DT Midstream had it been operated as an independent, separate public company during the periods or at the date presented. As a result, pro forma adjustments have been made to reflect the incremental costs that DT Midstream expects to incur as an independent, separate public company. These pro forma adjustments are referred to as “Autonomous Entity Adjustments” in these unaudited pro forma consolidated financial statements.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the Spin-Off occurred on January 1, 2020 or March 31, 2021, respectively, nor is it indicative of DT Midstream’s future operating results or financial position. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Information Statement as set forth in the notes to the unaudited pro forma consolidated financial statements. Because these unaudited pro forma consolidated financial statements have been prepared based upon preliminary estimates, the impact of the Spin-Off and the timing thereof could cause material differences from the information presented herein.

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The unaudited pro forma consolidated financial statements should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement and the sections entitled “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 85 and 127, respectively, of this Information Statement. The unaudited pro forma financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. For more information, see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 66 and 29, respectively, of this Information Statement.

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Unaudited Pro Forma Statement of Operations

For the Three Months Ended March 31, 2021

(in millions, except shares outstanding and per share amount)

	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments				Pro Forma
Revenues
Operating revenues	$	197										$	197
Operating Expenses
Operation and maintenance		50							4		I		54
Depreciation and amortization		41											41
Taxes other than income		7											7
Asset (gains) losses and impairments, net		(1	)										(1	)
Operating Income		100							(4	)			96
Other (Income) and Deductions
Interest expense, related parties		26			(26	)	D
Interest expense, third parties					36		E						36
Interest income		(3	)		1		D						(2	)
Earnings from equity method investees		(32	)										(32	)
Other (income) and expense		(1	)										(1	)
Income Before Income Taxes		110			(11	)			(4	)			95
Income Tax Expense		29			(3	)	H		(1	)	H		25
Net Income		81			(8	)			(3	)			70
Less: Net Income Attributable to Noncontrolling Interests		3											3
Net Income Attributable to DT Midstream	$	78		$	(8	)		$	(3	)		$	67
Basic and Diluted Earnings per Common Share	$	90,000									J	$	0.69
Weighted average common shares outstanding
Basic and Diluted		867									J		96,863,680

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Unaudited Pro Forma Statement of Operations

For the Year Ended December 31, 2020

(in millions, except shares outstanding and per share amount)

	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments				Pro Forma
Revenues
Operating revenues	$	754										$	754
Operating Expenses
Operation and maintenance		175			28		G		18		I		221
Depreciation and amortization		152											152
Taxes other than income		15											15
Asset (gains) losses and impairments, net		(2	)										(2	)
Operating Income		414			(28	)			(18	)			368
Other (Income) and Deductions
Interest expense, related parties		110			(110	)	D						—
Interest expense, third parties		3			143		E						146
Interest income		(9	)		6		D						(3	)
Earnings from equity method investees		(108	)										(108	)
Other (income) and expense		(22	)										(22	)
Income Before Income Taxes		440			(67	)			(18	)			355
Income Tax Expense		116			(16	)	H		(4	)	H		96
Net Income		324			(51	)			(14	)			259
Less: Net Income Attributable to Noncontrolling Interests		12											12
Net Income Attributable to DT Midstream	$	312		$	(51	)		$	(14	)		$	247
Basic and Diluted Earnings per Common Share											J	$	2.55
Weighted average common shares outstanding
Basic and Diluted											J		96,863,680

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Unaudited Pro Forma Statement of Financial Position

As of March 31, 2021

(in millions)

	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments		Pro Forma
ASSETS
Current Assets
Cash	$	29								$	29
Accounts receivable
Third parties		107									107
Related parties		6			(6	)	B				—
Note receivable
Due from DTE Energy		251			(251	)	B				—
Due from third party		12									12
Due from related party		4									4
Other		32									32
		441			(257	)			—		184
Investments
Investments in equity method investees		1,683									1,683
Property
Property, plant, and equipment		4,000									4,000
Accumulated depreciation		(538	)								(538	)
		3,462			—				—		3,462
Other Assets
Goodwill		473									473
Long term notes receivable											—
Third party		18									18
Related party		—									—
Operating lease right-of-use assets		40									40
Customer relationships and other intangible assets, net		2,125									2,125
Other		22			8		A				30
		2,678			8				—		2,686
Total Assets	$	8,264		$	(249	)		$	—	$	8,015

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Unaudited Pro Forma Statement of Financial Position

As of March 31, 2021

(in millions, except par value amounts)

	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments		Pro Forma
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
Third parties	$	17								$	17
Related parties		11			(11	)	B				—
Operating lease liabilities		18									18
Short-term borrowings due to DTE Energy		3,021			(3,021	)	A				—
Other		45									45
		3,112			(3,032	)			—		80
Long-term Debt					3,048		A				3,048
Other Liabilities
Deferred income taxes		771									771
Operating lease liabilities		24									24
Other		53									53
		848							—		848
Total Liabilities		3,960			16				—		3,976
Commitments and Contingencies
Equity
Common stock, $0.01 par value		—			1		F				1
Additional paid in capital		3,332			(1	)	F				3,331
Retained earnings		831			(265	)	C				566
Accumulated other comprehensive income (loss)		(10	)								(10	)
Total DT Midstream Equity		4,153			(265	)			—		3,888
Noncontrolling interests		151									151
Total Equity		4,304			(265	)			—		4,039
Total Liabilities and Equity	$	8,264		$	(249	)		$	—	$	8,015

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Transaction Accounting Adjustments

A. Pursuant to the Separation and Distribution Agreement between DTE Energy and DT Midstream, DT Midstream will incur indebtedness in the form of senior notes and a term loan of $3.10 billion at the Spin-Off. DT Midstream also expects to negotiate a $750 million five-year revolving credit facility prior to the Spin-Off. The senior notes are expected to have terms of eight to ten years. The term loan is expected to have a term of seven years. The transactions have been reflected through the following adjustments:

(i) proceeds from the senior notes and a term loan expected to be received at the Spin-Off, net of anticipated debt issuance costs of $52 million and upfront revolving credit facility fees and expenses of $8 million; and

(ii) the repayment of the Short-term borrowings due to DTE Energy.

B. Adjustments represent the repayment of Notes Receivable due from DTE Energy and Accounts Receivable and Payable – Related Parties at the Spin-Off.

C. After repayment of Short-term borrowings due to DTE Energy, as described in Note A, and repayment of Notes Receivable due from DTE Energy and Accounts Receivable and Payable – Related Parties, as described in Note B, the remaining proceeds of approximately $265 million from the issuance of senior notes and a term loan will be distributed to DTE Energy as a dividend at Spin-Off.

D. Represents the elimination of historical related party interest expense and interest income associated with the Short-term borrowing due to DTE Energy and the Notes receivable due from DTE Energy that will be settled at the Spin-Off as described in Notes A and B.

E. Reflects interest expense related to senior notes and term loan described in Note A, including amortization of issuance costs, fees and expenses. The estimated effective interest rate, including amortization of issuance costs, fees and expenses, is expected to be approximately 4.6% based on DT Midstream’s current expected credit rating. Interest expense was calculated assuming constant debt levels throughout the period. A 1/8% change in the annual interest rate would change interest expense by $4 million on an annual basis.

F. To implement the Spin-Off, for every two shares of DTE Energy common stock held by each DTE Energy shareholder on the Record Date, such shareholder will receive a dividend of one share of DT Midstream common stock, with such shareholder receiving cash in lieu of fractional shares of DT Midstream common stock. We estimate that DTE Energy will distribute approximately 96,863,680 shares of our common stock, based on 193,727,361 shares of DTE Energy common stock outstanding as of March 31, 2021. For more information, see the section entitled “The Spin-Off—Treatment of Fractional Shares” beginning on page 72 of this Information Statement.

G. Reflects additional estimated transaction costs related to the Spin-Off that are expected to be incurred by DT Midstream after December 31, 2020 for the Unaudited Pro Forma Statement of Operations and are therefore not reflected in the historical consolidated financial statements of DT Midstream.

H. Reflects the tax effects of the pro forma pre-tax adjustments at the applicable statutory federal and state income tax rates of 27%.

Autonomous Entity Adjustments

I. As an independent, separate, public company following the Spin-Off, DT Midstream expects to incur certain costs including accounting, auditing, communications, tax, legal and ethics and compliance program administration, employee benefits, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general and administrative functions.

The unaudited pro forma consolidated financial statements have been adjusted to depict DT Midstream as an autonomous entity. DT Midstream expects to incur expenses in addition to DTE Energy’s costs allocated to DT Midstream in its historical consolidated financial statements. The additional expenses have been estimated based on assumptions that DTE Energy and DT Midstream management believe are reasonable. However, actual incremental costs that will be incurred could differ materially from these estimates.

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Earnings Per Share

J. The number of DT Midstream shares used to determine basic and diluted earnings per share reflects the total number of DT Midstream common shares expected to be outstanding upon completion of the Spin-Off as described in Note F above.

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BUSINESS

Our Company

We are an owner, operator and developer of an integrated portfolio of natural gas interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines, which we refer to as “lateral pipelines,” gathering systems, treatment plants and compression and surface facilities. We own both wholly owned pipeline and gathering assets which we operate as well as interests in joint venture pipeline assets, including the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline, many of which have connectivity to our wholly owned assets. We provide multiple, integrated natural gas services to our customers through our two primary segments: (i) Pipeline and Other, which includes our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes our gathering systems and related treatment plants and compression and surface facilities.

Our core assets strategically connect key demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to the premium production areas of the Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins. We have an established history of stable, long-term growth with contractual cash flows from a diversified portfolio of customers that include local distribution companies, which we refer to as “LDCs,” electric power generators, industrials, natural gas producers and national marketers.

For the fiscal year ended December 31, 2020, approximately 70% of our revenue was generated under firm revenue contracts with an average tenor of 9 years. Firm revenue contracts are typically long-term and can include minimum volume commitments, which we refer to as “MVCs,” and demand charges, which provide for fixed revenue commitments regardless of the volumes of natural gas that flow on the system. For the fiscal year ended December 31, 2020, approximately 18% of our revenue was generated from proved developed and producing reserves connected to our assets, which we refer to as “flowing gas.” Together, revenues generated under firm revenue contracts and flowing gas account for approximately 88% of our revenue. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. For the fiscal year ended December 31, 2020, approximately 98% of our unconsolidated joint ventures combined revenues were generated under firm revenue contracts. These contracts enhance the stability of DT Midstream’s cash flows and reflect our disciplined deployment of capital over the past three years.

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The following presents a map of our operations in the Midwestern U.S., Eastern Canada and Northeastern U.S. regions, as of December 31, 2020. We own both wholly owned pipeline and gathering assets which we operate as well as interests in joint venture pipeline assets, many of which have connectivity to our wholly owned assets. The ownership and operation of assets held by our joint ventures are described under the section entitled, “—Our Operations and Business Segments—Pipeline and Other – Assets” beginning on page 105 of this Information Statement.

In the Midwestern U.S., Eastern Canada and Northeastern U.S. regions, which primarily transport natural gas produced in the Marcellus/Utica dry natural gas formations of the Appalachian Basin, we continue to capitalize on investment opportunities across our wholly owned pipeline, storage and gathering assets and our joint venture pipelines. As production and demand for our services increase in our areas of operation, we are well-positioned to capitalize on asset integration and utilization opportunities. For example, in recent years we have completed or we are currently undertaking the following projects in these regions:

• In 2017, a pipeline was constructed as part of the Vector Pipeline to supply natural gas to the St. Joseph Energy Center gas-fired electric power plant under a multi-year agreement.

• In 2018, the Nexus Gas Transmission Pipeline was placed in service, providing transport for natural gas from the Marcellus/Utica shale formations in Pennsylvania, Ohio and West Virginia to markets, directly and indirectly, in Ohio, Michigan, Illinois and Ontario, Canada. In addition, the Valley Pipeline was constructed as part of Millennium Pipeline to supply natural gas to the CPV Valley Energy Center gas-fired electric power plant, and the Birdsboro Pipeline was constructed to supply natural gas to the new load associated with the Birdsboro Power Plant, a gas-fired electric power plant. All three projects are under multi-year agreements.

• In 2020, a pipeline was constructed as part of Generation Pipeline to supply natural gas to the Cleveland-Cliffs Toledo HBI Plant under a multi-year agreement.

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• Additionally, we are undertaking the development of a pipeline from Vector Pipeline to the Blue Water Energy Center gas-fired electric power plant which will be supplied under a multi-year agreement.

The following presents a map of our operations in the Gulf Coast region, as of December 31, 2020.

In December 2019, we entered the Gulf Coast region through our acquisitions of the Blue Union Gathering System and LEAP Gathering Lateral Pipeline. These assets transport natural gas from the Haynesville, Bossier and Cotton Valley shale formations in Texas and Louisiana, which we collectively refer to as the Haynesville shale. According to the December 2020 Drilling Productivity Report published by the U.S. Energy Information Administration, which we refer to as “EIA,” the Haynesville shale is among the most productive and fastest growing dry natural gas shale formations in the U.S. These assets serve multiple growing markets, including Louisiana, the nation’s third largest natural gas consumer by state, and the Gulf Coast region, where demand for natural gas is expected to increase in the power, industrial and liquefied natural gas, which we refer to as “LNG,” export sectors according to projections by Wood Mackenzie Limited, which we refer to as “Wood Mackenzie.” We believe that these assets are strategically located to meet this increasing demand given their proximity and access to multiple major downstream pipelines and bi-directional capability. Through this acquisition, we invested in strategically situated assets that provide the potential for contracted near-term growth and are supported by long-term contracts.

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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 as an independent publicly traded company 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 employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry. More specifically, our strategy is premised on the following principles:

• Disciplined capital deployment in assets supported by strong fundamentals. Our strategically located assets serve robust growing long-term demand centers and are positioned in the premier, low-cost production areas within Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins. We believe that these assets are well positioned to capitalize on the demand growth for abundant, low-cost clean natural gas in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions. New capital deployment will continue to go through a rigorous review process to ensure that our capital is deployed to assets serving high quality, low cost resources with proximity to strong demand centers and that we pursue appropriate risk adjusted 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 dry natural gas basins in which we primarily operate. We seek to increase the utilization of our existing facilities by providing additional services to our existing customers, by establishing relationships with new customers and by optimizing operating assets.

• Pursue economically attractive opportunities. We intend to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships with our customers. We will also focus on targeted growth from carbon-reducing technologies associated with our current platforms.

• Grow cash flows supported by long-term firm revenue contracts. Our firm revenue contracts are typically long-term and include MVCs and demand charges, which provide for fixed revenue commitments regardless of the volumes of natural gas that flow on the system. This contract structure enhances the stability of our cash flow and limits its exposure to commodity risk. We will continue pursuing opportunities that increase the demand-based component of our contract portfolio, and will focus on obtaining additional long-term firm commitments from customers, which may include reservation-based charges, MVCs and acreage dedications.

• Provide exceptional service to our customers. We provide safe, highly reliable, timely and cost-competitive service, which is a key distinguishing competitive advantage. We have consistently achieved top decile performance in the National Safety Council Safety Barometer Survey since 2015 and were recognized by industry peers as the Midstream Company of the Year—Northeast by the Oil & Gas Awards in 2019. Further, over the last three years, our gathering systems have maintained system run rates of over 99%, which demonstrates our commitment to providing reliable service to our customers. As the sector continues to evolve, we intend to be the midstream company of choice, supplying best-in-class customer service.

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Our Competitive Strengths

We believe that we will be able to successfully execute our business strategies because of the following competitive strengths:

• Strategically located assets in premier, low-cost production areas with access to demand centers. As a result of our geographic footprint, we are well positioned to capitalize on the growing natural gas production volumes in Marcellus/Utica and Haynesville, which together are the premier, low-cost production areas in the U.S. Our asset footprint uniquely enables us to capitalize on the increasing demand for the transportation, storage and related midstream services from new and existing customers. According to the December 2020 EIA Drilling Productivity Report, the Marcellus/Utica and Haynesville formations are two of the most productive and active dry natural gas formations in the U.S. based on total gas production and rig count and have proven their resiliency in 2020, exhibiting the lowest year-over-year rig count declines of any major U.S. oil and gas basin through that period. In addition, our Haynesville assets provide a unique footprint that is connected to the Gulf Coast markets, where the majority of the natural gas liquefaction facilities for LNG export have been announced, positioning us to capitalize on what Wood Mackenzie projects to be a growing LNG export market.

• Integrated assets and service offerings, providing cash flow stability and opportunities for expansion. We provide a comprehensive package of services, including natural gas transportation, storage and gathering, in key demand centers. We have a diversified customer portfolio that includes LDCs, electric power generators, industrials, natural gas producers and national marketers. We have ownership interests in assets serving the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast markets. Our ability to move natural gas from the wellhead to market allows us to convert a single supply of natural gas into multiple revenue streams from a broad array of our service offerings, and maximize the incremental revenue opportunities along the value chain. The integrated nature of our operations and the multiple service offerings with high quality, efficient assets provides an exceptional opportunity to expand our business with existing customers and attract new customers.

• Accretive growth opportunities and projects. Our assets serve major producing basins, key demand centers and liquid trading points in the U.S. We intend to continue to maximize our business by utilizing a disciplined approach emphasizing capital efficiency when operating our existing assets and developing new midstream energy infrastructure projects to support new and existing customers in these areas. We also intend to leverage our current asset footprint and strategic relationships with our customers to provide accretive growth opportunities, including growth from carbon-reducing technologies.

• Stable cash flows supported by long-term contracts. We generate a high percentage of our revenue from long-term contracts with firm revenue commitments thereby minimizing the risk of revenue fluctuations. For the fiscal year ended December 31, 2020, approximately 70% of our revenue was generated under firm revenue contracts with an average tenor of 9 years. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. Furthermore, a significant portion of our cash flows is generated from contracts with creditworthy customers or customers who have provided adequate credit support, including LDCs, electric power generators, industrials, natural gas producers and national marketers. These long-term firm commitments enhance the stability of our cash flows.

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• Experienced management team with a proven record of asset operation, safety, reliability, construction, development, environmental stewardship and integration experience. Our management team has an average of over 25 years of experience in the energy industry and a proven record of successfully managing, operating, developing, building, acquiring and integrating midstream assets, while exercising responsible environmental stewardship. Our management team has strong and established relationships with producers, marketers, LDCs and other end users of natural gas, which should be beneficial in pursuing expansion opportunities. Our management team is also committed to maintaining and continually improving the safety, reliability and efficiency of our operations, which we believe is key to attracting new customers and maintaining relationships with our current customers, regulators and the communities in which we operate. Our management team’s disciplined capital governance process should enable us to evaluate expansion opportunities while preserving our high quality portfolio.

• Strong financial position. We are focused on maintaining a strong overall financial position and long-term capital structure, increasing cash flow generation and maintaining balance sheet strength. Maintaining a balanced capital structure, appropriate leverage and other key financial metrics should afford us enhanced access to capital markets at a competitive cost of capital. A strong financial position should provide us with the maximum flexibility to grow in a prudent and disciplined manner throughout our industry cycles.

Our Operations and Business Segments

DT Midstream is organized in two segments: (i) Pipeline and Other and (ii) Gathering. For more information regarding the composition of these two segments, see Note 15, “Segment and Related Information,” of the Consolidated Financial Statements beginning on page F-35 of this Information Statement.

DT Midstream’s two business segments correspond to two primary asset types: (1) pipeline, lateral and storage systems and related treatment plants and compression and surface facilities and (2) gathering systems and related treatment plants and compression and surface facilities.

The following table summarizes the composition of DT Midstream’s Operating Revenues, Net Income Attributable to DT Midstream and Adjusted EBITDA by business segment.

The financial data presented below should be read in conjunction with our Consolidated Financial Statements and the accompanying notes thereto set forth in the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 127 of this Information Statement and the section entitled “Unaudited Pro Forma Consolidated Financial Statements” beginning on page 91 of this Information Statement. Adjusted EBITDA is a non-GAAP financial measure. See the sections entitled “Selected Historical Financial Data—Non-GAAP Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Information” beginning on pages 87 and 135, respectively, of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

	Years Ended December 31,
	2020		2019		2018
	(in millions)
Pipeline and Other Operating Revenues	$	266	$	234	$	237
Gathering Operating Revenues		489		273		251

	Years Ended December 31,
	2020		2019		2018
	(in millions)
Pipeline and Other Net Income Attributable to DT Midstream	$	155	$	116	$	139
Gathering Net Income Attributable to DT Midstream		157		88		92

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	Years Ended December 31,
	2020		2019		2018
	(in millions)
Pipeline and Other Adjusted EBITDA(1)	$	348	$	284	$	268
Gathering Adjusted EBITDA(1)		362		209		186

(1) Adjusted EBITDA is a non-GAAP financial measure. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Information” beginning on page 135 of this Information Statement for its definition, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Pipeline and Other” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Gathering,” beginning on pages 130 and 133, respectively, of this Information Statement for reconciliations to the most comparable GAAP measure.

Pipeline and Other—Assets

We own and/or operate companies that own and/or operate the following types of assets across multiple states and eastern Canada:

(i) interstate natural gas pipelines, which we refer to as “interstate pipelines;”

(ii) intrastate natural gas pipelines, which we refer to as “intrastate pipelines;”

(iii) storage systems; and

(iv) natural gas gathering lateral pipelines not subject to FERC jurisdiction (although certain states regulate gathering pipelines, either as intrastate pipelines or otherwise), which we collectively refer to as “lateral pipelines.”

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 gas from interconnected pipelines to power plants, LDCs and industrial end users. Our storage systems provide natural gas storage services for customers, subject to both state and FERC jurisdiction. 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.

As of December 31, 2020, the pipelines, storage systems and lateral pipelines included approximately: 900 miles of FERC-regulated, interstate pipelines that have interconnect points to multiple interstate pipelines and LDCs, gas storage assets with total working gas capacity of approximately 94 Bcf and approximately 290 miles of lateral pipelines. The pipelines, storage systems and lateral pipelines capitalize on strategic locations to serve key markets and future load growth.

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As of December 31, 2020, the Pipeline and Other reportable segment included the following:

• Millennium Pipeline. The Millennium Pipeline, consisting of a 263-mile interstate pipeline and compression facilities with 84,000 horsepower installed, is strategically positioned to serve utility and power plant loads across New York state as well as into New England and has become a crucial path to market for the Northeast Marcellus, allowing producers to tap strong utility and end-market customers. For the fiscal year ended December 31, 2020, approximately 49% of Millennium Pipeline’s revenues were generated under contracts with utility customers. The Millennium Pipeline is designed to deliver over 2.0 Bcf per day and has multiple interconnects with Columbia Gas Transmission Corporation in New York, the Dominion Transmission Gas Pipeline, Algonquin Gas Transmission Pipeline, Empire Pipeline, National Fuel Gas Supply Corp, Inergy Midstream, Arlington Storage Company LLC, Laser Northeast Gathering, Bluestone Gathering Lateral Pipeline, and Tennessee Gas Pipeline. It is jointly owned by subsidiaries of DT Midstream (26.25%), TC Energy Corporation (47.5%) and National Grid plc (26.25%) and is operated by TC Energy Corporation. The system operates under the regulatory jurisdiction of the FERC.

• Vector Pipeline. The Vector Pipeline, consisting of a 348-mile interstate pipeline and five compression facilities with 120,000 horsepower installed, transports approximately 2.8 Bcf of natural gas per day across Illinois, Indiana, Michigan and Ontario, Canada and is a vital link between storage fields in Michigan and Dawn, Ontario to markets across the Midwestern U.S., Eastern Canada and the Northeastern U.S. For the fiscal year ended December 31, 2020, approximately 77% of Vector Pipeline’s revenues were generated under contracts with utility customers and FERC pipelines. The Vector Pipeline provides a market area outlet for Marcellus/Utica gas to access the Illinois, Michigan and Toronto, Canada markets via multiple interconnects with other gas transmission pipelines and storage fields, including NEXUS Gas Transmission Pipeline, Washington 10 Storage Complex, Rover Pipeline, Alliance Pipeline, Northern Border Pipeline, Guardian Pipeline, ANR Pipeline, DTE Gas Company, Consumers Energy Pipeline, Bluewater Gas Storage, Union Gas Ltd, Enbridge Gas Distribution Pipeline and Northern Indiana Public Service Company Pipeline. The Vector Pipeline is a joint venture between Enbridge Inc. (60%) and DT Midstream (40%) and is operated by Enbridge Inc. The system operates under the regulatory jurisdiction of the FERC.

• NEXUS Gas Transmission Pipeline. The NEXUS Gas Transmission Pipeline system, consisting of a 256-mile interstate pipeline with current capacity of approximately 1.4 Bcf per day with three compression facilities with 99,000 horsepower installed, provides transport for natural gas from the Marcellus/Utica shale formations in Pennsylvania, Ohio and West Virginia to markets, directly and indirectly, in Ohio, Michigan, Illinois and Ontario, Canada and has a diverse mix of demand pull and supply push customers. For the fiscal year ended December 31, 2020, approximately 43% of NEXUS Gas Transmission Pipeline’s revenues were generated under contracts with utility customers. The NEXUS Gas Transmission Pipeline has interconnects with Columbia Gas Transmission, Eastern Gas Transmission and Storage, Inc. (fka Dominion Transmission Inc.), Appalachia Gathering System, DTE Gas Company, Equitrans, LP, Rockies Express Pipeline, Tennessee Gas Pipeline, Texas Eastern Transmission, East Ohio Gas Company (Dominion), Vector Pipeline and Washington 10 Storage Complex. NEXUS Gas Transmission Pipeline is a joint venture between Enbridge Inc. (50%) and DT Midstream (50%) and is operated by Enbridge Inc. The system operates under the regulatory jurisdiction of the FERC.

• Birdsboro Pipeline. The Birdsboro Pipeline is a 14-mile long interstate natural gas pipeline located in Berks County, Pennsylvania. The Birdsboro Pipeline interconnects with the Texas Eastern Transmission mainline and transports gas to a 485 MW gas-fired power plant located in the Borough of Birdsboro, Pennsylvania. The Birdsboro Pipeline is fully contracted under a 100% demand charge contract with Birdsboro Power LLC. The system operates under the regulatory jurisdiction of the FERC.

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• Generation Pipeline. The Generation Pipeline, consisting of a 25-mile intrastate pipeline, is designed to deliver approximately 355 MMcf per day of natural gas to customers in the Greater Toledo area of Ohio. The Generation Pipeline currently interconnects to the ANR Pipeline and the Panhandle Eastern Pipeline. The Generation Pipeline is 100% owned by the NEXUS Gas Transmission Pipeline, a joint venture between Enbridge Inc. (50%) and DT Midstream (50%) and is operated by Enbridge Inc. The system operates under the regulatory jurisdiction of the Public Utilities Commission of Ohio.

• Washington 10 Storage Complex. The Washington 10 Storage Complex (including Washington 28 Storage, which is an asset held by a joint venture, South Romeo Gas Storage Corporation, in which DT Midstream owns a 50% interest and which is operated by DT Midstream), located north of Detroit, Michigan, is strategically located between the major gas trading hubs of Illinois and Dawn, Ontario, provides easy access to markets in the Midwestern U.S., Eastern Canada and Northeastern U.S. Connected to the Vector Pipeline and DTE Gas Company, it offers 94 Bcf of high-deliverability certificated storage capacity and serves more than 40 large customers, including electric and gas utilities, other interstate pipelines, power plants and national marketers. For the fiscal year ended December 31, 2020, approximately 47% of Washington 10 Storage Complex’s revenues were generated under contracts with utility customers and FERC pipelines. The Washington 10 Storage Complex currently operates under the regulatory jurisdiction of the Michigan Public Service Commission, which we refer to as the “MPSC,” and has a FERC operating statement governing sales of interstate services. However, on April 15, 2021, FERC granted Washington 10 Storage Complex’s request to operate its system as an interstate storage facility subject to FERC’s exclusive jurisdiction. The Washington 10 Storage Complex anticipates commencing operations as an interstate storage facility during the third quarter of 2021, at which time it will no longer be subject to the MPSC’s jurisdiction. The Washington 10 Storage Complex anticipates that this jurisdictional change will allow it more flexibility to serve a growing number of customers who seek interstate storage services.

• Bluestone Gathering Lateral Pipeline. The Bluestone Gathering Lateral Pipeline, which we refer to as “Bluestone,” gives market access to natural gas produced in Pennsylvania and includes a 65-mile high-pressure gathering lateral pipeline system that serves as a spine to connect field gathering and compression facilities with 33,000 horsepower installed. Bluestone connects to two interstate pipelines, the Millennium Pipeline to the north and the Tennessee Gas Pipeline to the south, which each provide connectivity to Northeast gas markets and other premium gas markets, and has gathering capacity of up to 1.2 Bcf per day. The system receives supply from Susquehanna Gathering Company and Williams Field Services. In addition to an acreage dedication with Southwestern Energy Company and/or its affiliates, which we refer to as “Southwestern,” Bluestone is supported by long-term contracts with Cabot Oil and Gas. The portion of the Bluestone pipeline that is located in New York is subject to certain limited regulation under the jurisdiction of the New York Public Service Commission.

• LEAP Gathering Lateral Pipeline. The LEAP Gathering Lateral Pipeline is a 155-mile high-pressure lateral pipeline stretching from the Haynesville shale area in northern Louisiana to the Gulf Coast region and gathers gas along its spine-like system from Haynesville shale area producers and redelivers gas to interstate pipelines that provide access to petrochemical and refining facilities, power plants and LNG export facilities. The LEAP Gathering Lateral Pipeline has current gathering capacity of 1.0 Bcf per day with receipt interconnects with the Blue Union Gathering System and delivery interconnects at the Gillis Hub to three major pipelines: Transcontinental Gas Pipeline, Cheniere Creole Trail Pipeline (which supplies the Sabine Pass LNG facility) and Cameron Interstate Pipeline (which supplies the Cameron LNG facility). The LEAP Gathering Lateral is supported by a long-term contract with Indigo Natural Resources, LLC and/or its affiliates, which we refer to as “Indigo,” which includes an acreage dedication and an MVC.

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• Stonewall Gas Gathering Lateral Pipeline. The Stonewall Gas Gathering Lateral Pipeline serves Marcellus/Utica natural gas production areas in northern West Virginia and southwestern Pennsylvania. This system includes a 68-mile high-pressure gathering pipeline system, which connects to gas production sources, the Columbia Gas Transmission Pipeline, the Texas Eastern Transmission Pipeline and NEXUS Gas Transmission Pipeline via the Appalachia Gathering System, the Mark West Sherwood Processing Plant, Fullstream Energy, Energy Transfer Corp and Summit Midstream. The Stonewall Gas Gathering Lateral Pipeline has gathering capacity of up to 1.5 Bcf per day. The system is supported by a long-term contract with Antero Resources Corporation and/or its affiliates, which we refer to as “Antero,” which has an MVC. The Stonewall Gas Gathering Lateral Pipeline is a joint venture between Antero Midstream Corporation (15%) and DT Midstream (85%) and is operated by DT Midstream.

Pipeline and Other—Customers

DT Midstream primarily provides two types of pipeline and storage services: firm service and interruptible service. The cash flows from our Pipeline and Other operations can be impacted in the short term by seasonality, weather fluctuations and the financial condition of our customers. Our election to enter primarily into firm service contracts with firm reservation charges provides us stable operating performance and cash flows.

As of December 31, 2020, we had approximately 130 Pipeline and Other customers. Our three largest customers for the fiscal year ended December 31, 2020 were Southwestern, Antero and Indigo and they accounted for approximately 64% of revenue from the Pipeline and Other segment on a combined basis. For the fiscal year ended December 31, 2020, substantially all of our Pipeline and Other revenues were derived from firm service contracts. For the fiscal year ended December 31, 2020 revenue from the Pipeline and Other segment accounted for approximately 35% of our total revenue. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues.

Pipeline and Other—Competition

Natural gas pipeline, gathering lateral pipeline and storage operators compete for customers primarily based on geographic location, which determines connectivity and proximity to supply sources and end uses, 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 gathering 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.

Gathering—Assets

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 processing, 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 with compression. We provide a number of other ancillary services within our Gathering segment, including water impoundment, water storage, water transportation and sand mining. Our gathering systems provide a gathering function and are therefore not subject to FERC jurisdiction.

As of December 31, 2020, our gathering systems included approximately 1,014 miles of gathering pipelines, 113 compressor units capable of generating 234,000 horsepower and 4.3 Bcf of dehydration and treating capacity.

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As of December 31, 2020, the Gathering reportable segment included the following:

• Susquehanna Gathering System. The Susquehanna Gathering System provides dry gas gathering services in northeast Pennsylvania for Marcellus shale production. The Susquehanna Gathering System is supported by Southwestern, which has an MVC. The system includes a 197-mile pipeline system, consisting of 108 miles of high-pressure steel gathering pipeline and 89 miles of low-pressure poly-pipeline that is leased to Southwestern and currently used in water service and may be converted to low-pressure gas gathering service. The water system is used by Southwestern to transport water for completion activity. The Susquehanna Gathering System has compression and dehydration facilities with 97,000 horsepower installed and has gathering capacity of up to 1.4 Bcf per day. The Susquehanna Gathering System delivers gas to the Bluestone Gathering Lateral Pipeline.

• Blue Union Gathering System. The Blue Union Gathering System is a 343-mile high-pressure steel gathering system delivering production from the Haynesville-Bossier and Cotton Valley formations in northern Louisiana and east Texas to markets in the Gulf Coast region. The primary customer for the Blue Union Gathering System is Indigo, who has dedicated acreage to the system and has an MVC. The Blue Union Gathering System gathers rich and dry gas and has compression facilities with 50,000 horsepower installed. Customer gas is treated for carbon dioxide and hydrogen sulfide through four plants located on the system. The system has gathering capacity of over 2.0 Bcf per day and delivers gas to the LEAP Gathering Lateral Pipeline, ETC Tiger Pipeline, Gulf South Pipeline, Midcoast Pipeline, Tennessee Gas Pipeline and numerous smaller in-basin gathering system interconnects.

• Appalachia Gathering System. The Appalachia Gathering System serves dry gas production areas in northern West Virginia and southwestern Pennsylvania. This system is a 135-mile high-pressure gathering pipeline system that connects to producer wellhead receipts, Texas Eastern Transmission Pipeline, NEXUS Gas Transmission Pipeline, Columbia Gas Transmission Pipeline via the Stonewall Gas Gathering Lateral Pipeline, Equitrans Midstream and Antero, as well as various in-field gathering systems supporting producers in the SW Marcellus and the dry Utica regions. The Appalachia Gathering System has compression facilities with more than 55,000 horsepower installed and has gathering capacity of up to 0.9 Bcf per day. The Appalachia Gathering System is supported by acreage dedications with Northeast Natural Energy, Southwestern, XTO Energy Inc. and EQT Corporation.

• Tioga Gathering System. The Tioga Gathering System provides dry gas gathering services for Southwestern in Tioga County, Pennsylvania, and includes a 3-mile gathering pipeline system which connects to the Dominion Transmission Gas Pipeline. The Tioga Gathering System has a current gathering capacity of 140 MMcf per day and is supported by an acreage dedication.

• Michigan Gathering System. The Michigan Gathering System currently provides natural gas gathering services in Michigan and includes 336 miles of rich and dry gas gathering and intrastate pipelines. The Michigan Gathering System has gathering capacity of up to 800 MMcf per day and supports approximately 6,000 production wells. The system has interconnects with DTE Gas Company, Consumers Energy, ANR Pipeline Company, Great Lakes Gas Transmission, Vector Pipeline, DCP and various in-field gathering systems supporting Niagara and Antrim shale production in the Michigan Basin. The system operates under the regulatory jurisdiction of the MPSC.

Gathering—Customers

The results of our Gathering operations are influenced by the volumes gathered through our systems. Our election to enter primarily into MVCs underpinned by long-term contracts provides our Gathering segments with stable operating performance and cash flows.

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As of December 31, 2020, we had approximately 50 Gathering customers. Our three largest customers for the fiscal year ended December 31, 2020 were Indigo, Southwestern and Northeast Natural Energy LLC and they accounted for approximately 95% of revenue from the Gathering segment on a combined basis. For the fiscal year ended December 31, 2020, substantially all of our Gathering revenues were derived from long-term contracts which have an average tenor of 9 years. For the fiscal year ended December 31, 2020 revenue from the Gathering segment accounted for approximately 65% of our total revenue. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues.

Gathering—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 face competition in signing acreage dedications and MVCs, expanding treating capacity and expanding our system 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.

Joint Ventures

We hold interests in certain joint ventures which own and operate the Vector Pipeline, the Millennium Pipeline and the NEXUS Gas Transmission Pipeline, which we account for as equity method investments in accordance with GAAP, and which we refer to as “unconsolidated joint ventures.” The interests in our unconsolidated joint ventures are related to our Pipeline and Other segment, and our unconsolidated joint ventures own and operate interstate pipelines across the Midwestern U.S., Eastern Canada and Northeastern U.S. regions. See the section entitled “—Our Operations and Business Segments—Pipeline and Other – Assets” beginning on page 105 of this Information Statement and the section entitled “Equity Method Investments” of Note 1, “The Proposed Separation, Description of the Business, and Basis of Presentation,” beginning on page F-9 of this Information Statement for additional information.

Regulatory Environment

Our operations and investments are subject to extensive regulation by U.S. federal, state and local authorities. In addition, the NEXUS Gas Transmission Pipeline and the Vector Pipeline are subject to applicable laws, rules, and regulations in Canada. In general, midstream companies have experienced increased regulatory oversight over the past few years. The regulatory burden on our operations increases our cost of doing business and, in turn, impacts our profitability. However, we believe the regulatory burden does not currently affect our competitive position.

FERC Regulation

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. 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

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• 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 actual prudent historical cost of investment. 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 and the rate of return a natural gas company is permitted to earn.

The maximum applicable recourse rates and terms and conditions for service are generally 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 our pipelines and storage systems are permitted to charge discount rates, which discount their firm and interruptible rates without further FERC authorization down to a specified minimum level, provided they do not unduly discriminate. In addition, pipelines are allowed to negotiate different rates with their customers under certain circumstances. Changes to rates or terms and conditions of service and contracts can be proposed by a pipeline company under Section 4 of the Natural Gas Act, or 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 to prospective change by the FERC. Rate increases proposed by a regulated interstate pipeline may be challenged and such increases may ultimately be rejected 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.

Our interstate pipelines may also use negotiated rates that could involve rates above or below the recourse rate or rates that are subject to a different rate structure than the rates specified in our interstate pipeline tariffs, provided that the affected customers are willing to agree to such 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.

Failure of an interstate pipeline to comply with its obligations under the Natural Gas Act, whether as to certificate and abandonment authority, as to rates, as to terms and conditions of service or otherwise, 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 and violators may be subject to criminal penalties of up to $1 million per violation and five years in prison.

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To the extent that an intrastate pipeline system transports natural gas in interstate commerce, the rates and terms and conditions of such interstate transportation service are subject to FERC rules and regulations under Section 311 of the Natural Gas Policy Act. Certain of our systems are subject to FERC jurisdiction under Section 311 of the Natural Gas Policy Act for their interstate transportation services. Section 311 regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. Under Section 311, rates charged for transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. Rates for service pursuant to Section 311 of the Natural Gas Policy Act are generally subject to review and approval by FERC at least once every five years. Additionally, the terms and conditions of service set forth in the intrastate pipeline’s Statement of Operating Conditions are subject to FERC approval. We provide interstate services in accordance with an Operating Statement on file with the FERC. Non-compliance with FERC’s rules and regulations established under Section 311 of the Natural Gas Policy Act, including failure to observe the service limitations applicable to transportation services provided under Section 311, failure to comply with the rates approved by FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved Statement of Operating Conditions 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.

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. 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 class of customers. The Vector Pipeline, the Millennium Pipeline, the Birdsboro Pipeline and the NEXUS Gas Transmission Pipeline provide interstate transportation 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.

State Regulation of Natural Gas Pipelines

In addition to Section 311 regulation, our intrastate natural gas pipeline operations are subject to regulation by various state agencies. Most 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 under the Natural Gas Act. We believe that our high-pressure 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 and pipeline assets are 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 regulation will be adopted and whether such a complaint will be filed against us in the future. Failure to comply with state regulations can 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 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.

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The price at which we buy and sell natural gas currently is not subject to U.S. federal regulation and, for the most part, is not subject to state 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 2, 2020, FERC issued an order (Order No. 865) 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 $1,307,164 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.

The EPAct 2005 also added Section 23 to the Natural Gas Act, authorizing the FERC to facilitate price transparency in markets for the sale or transportation of physical natural gas in interstate commerce. In December 2007, the FERC issued a final rule (Order No. 704) on the annual natural gas transaction reporting requirements, which requires buyers and sellers of annual quantities of natural gas of 2.2 Tbtu or more, including entities not otherwise subject to the FERC’s jurisdiction, to provide by May 1 of each year an annual report to the FERC describing their aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to or may contribute to the formation of price indices. Order No. 704 also requires market participants to indicate whether they report prices to any index publishers and, if so, whether their reporting complies with the FERC’s policy statement on price reporting. We do not believe that these requirements will disproportionately affect our operations or negatively affect our competitive position.

Pipeline Safety and Maintenance

Our interstate natural gas pipeline system is subject to regulation by Pipeline and Hazardous Materials Safety Administration, which we refer to as “PHMSA.” PHMSA has established safety requirements pertaining to the design, installation, testing, construction, operation and maintenance of gas pipeline facilities, including requirements that pipeline operators develop a written qualification program for individuals performing covered tasks on pipeline facilities and implement pipeline integrity management programs. These integrity management plans require more frequent inspections and other preventive measures to ensure safe operation of oil and natural gas transportation pipelines in high consequence areas, which we refer to as “HCAs,” such as high population areas or facilities that are hard to evacuate and areas of daily concentrations of people.

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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 more stringent pipeline safety requirements are implemented. The Safety of Gas Transmission Pipelines rule (effective July 1, 2020) requires operators of certain gas transmission pipelines to reconfirm the maximum allowable operating pressure of their lines 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. The rule also includes several requirements that allow operators to notify PHMSA of proposed alternative approaches to achieving the objectives of the minimum safety standards. We are in the process of assessing the impact of this rule on our future costs of operations and revenue from operations, but we do not expect our operations to be affected by this new rule any differently than other similarly situated midstream companies.

PHMSA is working on two additional rules related to gas pipeline safety that could impact our pipeline assets and operations. The first rule, entitled “Pipeline Safety: Safety of Gas Transmission Pipelines, Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of Change, and Other Related Amendments,” is expected to adjust the repair criteria for gas transmission lines in HCAs, create new repair criteria for gas pipelines outside of HCAs, and strengthen PHMSA’s integrity management assessment requirements. The second rule, entitled “Safety of Gas Gathering Pipelines,” is expected to extend PHMSA’s incident and annual reporting requirements to all onshore gas gathering lines and apply minimum U.S. federal safety standards to certain historically-unregulated gas gathering lines in sparsely-populated, Class 1 locations. PHMSA may publish either or both of these rules in 2021. The U.S. Congress also recently passed, and the President of the U.S. signed, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020, which we refer to as the “2020 PIPES Act.” In addition to reauthorizing the U.S. federal pipeline safety program through fiscal year 2023, the 2020 PIPES Act contains new rulemaking mandates, including a provision that requires PHMSA to adopt more stringent leak detection and repair program requirements for gas transmission and regulated gas gathering line operators by December 2021. The adoption of these new PHMSA rules, and the enactment of 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.

PHMSA administers a U.S. federal grant and certification program that allows state authorities to assume responsibility for regulating the safety of intrastate gas pipeline facilities. As a condition of obtaining a certification, state authorities must agree to adopt PHMSA’s U.S. federal pipeline safety standards but may impose additional or more stringent state requirements. Except for Alaska and Hawaii, every state has an authority that is certified by PHMSA to regulate the safety of intrastate gas pipeline facilities, and most of these state authorities 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 a result of the testing program, as well as lost cash flows resulting from shutting down our pipelines during the pendency of such actions, could be material.

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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. This estimate does not include the impact of the Pipeline Safety: Safety of Gas Transmission Pipelines, Repair Criteria, Integrity Management Improvements, Cathodic Protection, Management of Change, and Other Related Amendments rule and the Safety of Gas Gathering Pipelines rule, of which the PHMSA may publish both or either in 2021. 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 $210,000 per day for each violation and approximately $2.1 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.

Natural Gas Storage Regulation

We operate natural gas storage facilities in Michigan as intrastate facilities regulated by the MPSC and provide intrastate storage and related services pursuant to an MPSC-approved tariff and also interstate services pursuant to Natural Gas Policy Act Section 311 and a Statement of Operating Conditions on file at FERC.

In December 2016, the PHMSA issued an interim final rule, which we refer to as the “IFR,” that addresses safety issues related to downhole facilities located at both intrastate and interstate underground storage facilities. The IFR incorporates by reference two of the American Petroleum Institute’s Recommended Practice standards and mandates certain reporting requirements for operators of underground natural gas storage facilities. Under the IFR, all intrastate transportation-related underground natural gas storage facilities will become subject to minimum U.S. federal safety standards and be inspected by PHMSA or by a state entity that has chosen to expand its authority to regulate these facilities under a certification filed with PHMSA. The IFR became effective on January 18, 2017, with a compliance deadline of January 18, 2018. PHMSA subsequently determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the IFR that had previously been non-mandatory provisions of American Petroleum Institute Recommended Practices 1170 and 1171 until one year after PHMSA issues a final rule. On October 19, 2017, PHMSA formally reopened the comment period on the IFR in response to a petition for reconsideration. On January 13, 2020, PHMSA transmitted a final rule to the Office of the Federal Register for publication. This final rule has not yet been published or made available for public review. However, PHMSA has issued statements indicating that the final rule will be consistent with the December 2016 IFR. We are in compliance with this IFR.

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 can restrict or affect our business activities in many ways, such as:

• requiring the acquisition of various permits to conduct regulated activities and imposing obligations in those permits, potentially including capital expenditures or operational requirements, that reduce or limit impacts to the environment;

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• requiring the installation of pollution control equipment or otherwise restricting the way we can handle or dispose of our wastes;

• limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species;

• requiring investigatory and remedial actions to mitigate or eliminate pollution conditions caused by our operations or attributable to former operations; and

• applying 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 so as 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 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 or cancellations in the permitting or performance or expansion of projects; denial or termination of project authorizations; imposition of restrictions or limitations on project authorizations; addition or removal of conditions or terms in project authorizations; and the issuance of injunctions limiting or preventing some or all of our operations in a particular area. Moreover, there exist environmental laws that provide for 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. In addition, strict joint and several liabilities may be imposed under certain environmental laws, which could cause us to become liable for the conduct of others or for consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. Consequently, we may be subject to environmental liability at our currently owned or operated facilities for conditions caused by others prior to our involvement.

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. However, we do not believe such costs of compliance will adversely affect our business, financial condition and results of operations.

We also incur, and expect to continue to incur, additional costs in connection with spill response and construction. Remediation obligations can result in significant costs associated with the investigation and remediation of contaminated facilities, and with damage claims arising from the contamination. The timing and complete extent of future expenditures related to environmental matters is difficult to estimate accurately because (i) interpretation and enforcement of environmental laws and regulations are constantly changing or evolving; (ii) new claims can be brought against our existing assets; (iii) our pollution control and clean-up cost estimates may change, especially when our current estimates are based on preliminary site investigations or agreements; (iv) new contaminated facilities and sites may be found, or what we know about existing sites and facilities could change; and (v) where there is potentially more than one responsible party involved in litigation, we cannot estimate our joint and several liability with certainty. Further, with respect to construction, existing environmental laws and regulations impact the cost of planning, design, permitting, installation and start-up.

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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, in September 2020, the Environmental Protection Agency, which we refer to as the “EPA,” finalized amendments to the 2016 standards that removed the transmission and storage segment from the oil and natural gas source category and rescinded the methane-specific requirements applicable to sources in the production and processing segments of the industry. However, several lawsuits have been filed challenging these amendments, and on January 20, 2021, President Biden signed an executive order calling for the suspension, revision or recission of the September 2020 rule and the reinstatement or issuance of standards for new, modified and existing oil and gas operations. As a result of the foregoing, we cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements. However, several states are pursuing similar measures to regulate emissions of methane from new and existing sources. Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely affect our business. 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, there is no assurance that the current conditions will continue in the future.

The following is a discussion of several of the material environmental laws and regulations, as amended from time to time, that relate to our business.

Hazardous Substances and Waste. Many of the environmental laws and regulations affecting our operations relate to the release of hazardous substances or solid wastes into soils, groundwater and surface water, and include measures to control pollution of the environment. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste. They also require corrective action, including investigation and remediation, at a facility where such waste may have been released or disposed.

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 certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include current and prior owners or operators of the site where a release of hazardous substances occurred and companies that transported, disposed or arranged for the transportation or disposal of the hazardous substances found at the site. Under CERCLA, these “responsible persons” 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 classes of persons 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. However, we have not been identified as a potentially responsible party at any CERCLA-regulated sites.

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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. We have generally utilized operating and disposal practices that were standard in the industry at the time, although hydrocarbons or other wastes may have been disposed of or released on or under the properties owned, leased or operated by us, or on or under the other locations where these hydrocarbons and wastes have been transported for treatment or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons and other wastes were not under our control. These properties and the wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed 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. 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.

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. 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 carbon 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.

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In addition to potential domestic regulation of GHGs, there continues to be international interest in a global framework for GHG reductions. In 2015, the U.S., Canada and the U.K. participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement. The Paris Agreement, which was signed by the U.S. in April 2016, requires countries to review and “represent a progression” in their intended nationally determined contributions (which set GHG emission reduction goals) every five years beginning in 2020. On November 4, 2020, the U.S. formally withdrew from the Paris Agreement but on February 19, 2021, the U.S. formally rejoined. The terms of any legislation or regulation to implement the U.S. commitment under the Paris Agreement are unclear at this time.

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. For example, in October 2015, the EPA expanded the petroleum and natural gas system sources for which annual GHG emissions reporting would be required. Additionally, several states are pursuing similar measures to regulate emissions of GHGs from new and existing sources. If implemented, such restrictions may result in additional compliance obligations with respect to, or taxes on the release, capture and use of GHGs that could have an adverse effect on our operations. 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 “New WOTUS Rule,” narrowing the definition of “waters of the United States” relative to the definition under a prior 2015 rule. On June 22, 2020, the New WOTUS Rule went into effect nationwide (with the exception of Colorado) but a number of states, other local jurisdictions and environmental groups have already filed suit seeking to challenge the rule, and multiple challenges to the EPA’s prior rulemakings remain pending. 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.

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.

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National Environmental Policy Act. The construction of interstate natural gas transportation pipelines pursuant to the Natural Gas Act requires authorization from the FERC. The FERC actions 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. In the course of such evaluations, an agency will either prepare an environmental assessment that assesses the potential direct, indirect and cumulative effects of a proposed project or, if necessary, a more detailed Environmental Impact Statement. Any proposed plans for future construction activities that require FERC authorization will be subject to the requirements of NEPA. This process has the potential to significantly delay or limit, and significantly increase the cost of, development of midstream infrastructure.

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 is an important and common practice that is used to stimulate production of hydrocarbons from tight formations. The process 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.

State and U.S. federal regulatory agencies also recently 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 our customers, which in turn could reduce the demand for our services.

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 continues to receive 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.

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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. These regulations apply to any process which involves a chemical at or above the specified thresholds or any process which involves flammable liquid or gas, pressurized tanks, caverns and wells in excess of 10,000 pounds at various locations. We have an internal program of inspection designed to monitor and enforce compliance with worker safety and health requirements. We are also subject to EPA Risk Management Program regulations, which we refer to as the “RMP regulations.” Under the RMP regulations, we have implemented a program to prevent or minimize the consequences of accidental chemical releases at our facilities that use, manufacture and store particular hazardous chemicals. 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 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 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, and the reporting of financial information. We depend on both our own systems, networks and technology, as well as the systems, networks and technology of our vendors, customers and other business partners. 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, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, which could materially adversely affect our business, financial condition and results of operations.

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Properties

The following table sets forth certain information concerning our principal properties:

Property Classification	% Owned	Description	Location
Pipeline and Other
FERC-Regulated Interstate Pipelines
Vector Pipeline	40%	348-mile pipeline connecting Illinois, Michigan and Ontario market centers	IL, IN, MI and Ontario
Millennium Pipeline	26%	263-mile pipeline serving markets in the Northeast region	NY
NEXUS Gas Transmission Pipeline	50%	256-mile pipeline transporting Marcellus/Utica shale gas to Ohio, Michigan and Ontario market centers	OH and MI
Birdsboro Pipeline	100%	14-mile pipeline delivering gas supply to a gas-fired electric power plant	PA
Intrastate Pipelines
Generation Pipeline	50%	25-mile pipeline regulated as a gas utility by the Public Utilities Commission of Ohio	OH
Lateral Pipelines
Bluestone Gathering Lateral Pipeline(1)	100%	65-mile pipeline gathering Marcellus shale gas to the Millennium Pipeline and the Tennessee Pipeline	PA and NY
LEAP Gathering Lateral Pipeline	100%	155-mile pipeline gathering Haynesville shale gas to markets in the Gulf Coast region	LA
Stonewall Gas Gathering Lateral Pipeline	85%	68-mile pipeline gathering gas from the Appalachia Gathering System for delivery to the Columbia Pipeline	WV
Storage
Washington 10 Storage Complex(2)	91%	94 Bcf of storage capacity	MI
Gathering
Susquehanna Gathering System	100%	197-mile pipeline delivering Marcellus shale gas production to the Bluestone Gathering Lateral Pipeline	PA
Blue Union Gathering System	100%	343-mile gathering system delivering Haynesville shale gas production to markets in Gulf Coast region	LA and TX
Appalachia Gathering System	100%	135-mile pipeline delivering Marcellus shale gas to the Texas Eastern Pipeline and the Stonewall Gas Gathering Lateral Pipeline	PA and WV
Tioga Gathering System	100%	3-mile pipeline delivering production gas to the Dominion Transmission interconnect	PA
Michigan Gathering System	100%	336-mile pipeline system in northern Michigan	MI

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(1) The portion of the Bluestone Gathering Lateral Pipeline that is located in New York is subject to certain limited regulation under the jurisdiction of the New York Public Service Commission.

(2) The Washington 10 Storage Complex includes 16 Bcf of leased capacity from Washington 28 Storage which is held by a joint venture, South Romeo Gas Storage Corporation, in which DT Midstream owns a 50% interest and which is operated by DT Midstream. The Washington 10 Storage Complex currently operates under the regulatory jurisdiction of the MPSC and has a FERC operating statement governing sales of interstate services. However, on April 15, 2021, FERC granted Washington 10 Storage Complex’s request to operate its system as an interstate storage facility subject to FERC’s exclusive jurisdiction. The Washington 10 Storage Complex anticipates commencing operations as an interstate storage facility during the third quarter of 2021, at which time it will no longer be subject to the MPSC’s jurisdiction.

Employees and Human Capital Resources

We currently employ 258 employees, of which 257 are full-time employees and one is a part-time employee. All of our employees are located in the U.S. We have had no strikes or work stoppages during the last five years. We believe that our employee relations are generally good. Our employees are not unionized, and we are not subject to any collective bargaining agreements.

Our human capital resources objectives include identifying, recruiting, incentivizing and integrating our existing and new employees. The principal purposes of our equity-based compensation programs are to attract, retain and motivate our employees and directors through the granting of equity-based compensation and cash-based performance bonus awards, which we believe motivates such individuals to perform to the best of their abilities and achieve our objectives.

Legal Proceedings

From time to time we are 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. Based on our current knowledge, we believe that the amount or range of reasonably possible losses will not, either individually or in the aggregate, materially adversely affect our business, financial condition and results of operations.

The results of any litigation cannot be predicted with certainty, and an unfavorable resolution in any legal proceedings could materially affect our business, financial condition and results of operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Emerging Growth Company Status

We are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012. We will continue to be an emerging growth company until the earliest to occur of the following:

• the last day of the fiscal year in which our total annual gross revenues first meet or exceed $1.07 billion (as adjusted for inflation);

• the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt;

• the last day of the fiscal year in which we (i) have an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more (measured at the end of each fiscal year) as of the last business day of our most recently completed second fiscal quarter and (ii) have been a reporting company under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” for at least one year (and filed at least one annual report under the Exchange Act); or

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• the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act of 1933.

For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies, reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval on golden parachute compensation not previously approved. We may choose to take advantage of some or all of these reduced burdens. For example, we have taken advantage of the reduced disclosure obligations regarding executive compensation in this Information Statement. For as long as we take advantage of the reduced reporting obligations, the information we provide shareholders may be different from information provided by other public companies. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our stock price.

In addition, we have elected to not take advantage of the extended transition period that allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, which means that the financial statements included in this Information Statement, as well as financial statements we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies. Our election not to take advantage of the extended transition period is irrevocable.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition together with our accompanying consolidated financial statements, which we refer to as the “Consolidated Financial Statements,” and the notes thereto included under the section entitled “Index to Consolidated Financial Statements” beginning on page F-1 of this Information Statement as well as the discussion in the sections entitled “Unaudited Pro Forma Consolidated Financial Statements” and “Business” beginning on pages 91 and 99, respectively, of this Information Statement. 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 “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” beginning on pages 29 and 66, respectively, of this Information Statement.

OVERVIEW

The Spin-Off

On October 27, 2020, DTE Energy announced plans for the complete legal and structural separation of DT Midstream from DTE Energy.

To effect the separation, first, DTE Energy will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related Party Transactions—Agreements with DTE Energy—Separation and Distribution Agreement” beginning on page 172 of this Information Statement. DTE Energy will subsequently distribute all of DT Midstream’s common stock to DTE Energy’s shareholders on a pro rata basis, and DT Midstream, holding the businesses constituting DTE Energy’s current “Gas Storage and Pipelines” reporting segment which owns natural gas storage fields, lateral and gathering pipeline systems, compression and surface facilities, and has ownership interests in interstate pipelines serving the Gulf Coast, Midwest, Ontario and Northeast markets as described in DTE Energy’s Annual Report on Form 10-K for the year ended December 31, 2020, which we refer to as the “Midstream Business,” will become an independent, publicly traded company.

Our Business

We are a natural gas pipeline, storage and gathering company formed by DTE Energy with Operating Revenues of approximately $754 million for the year ended December 31, 2020 and Total Assets of approximately $8.3 billion as of each of March 31, 2021 and December 31, 2020. For a reconciliation of the total assets of the Midstream Business, as described in Note 23 to the audited consolidated financial statements in DTE Energy’s Annual Report on Form 10-K for the year ended December 31, 2020, to our Total Assets, see the section entitled “—Reconciliation of Total Assets” beginning on page 128 of this Information Statement. We are an owner, operator and developer of an integrated portfolio of natural gas interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines, which we refer to as “lateral pipelines,” gathering systems, treatment plants and compression and surface facilities. We own both wholly owned pipeline and gathering assets which we operate as well as interests in joint venture pipeline assets, including the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline, many of which have connectivity to our wholly owned assets. We provide multiple, integrated natural gas services to our customers through our two primary segments: (i) Pipeline and Other, which includes our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes our gathering systems and related treatment plants and compression and surface facilities.

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The following table summarizes our financial results:

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
					(in millions)
Operating revenues		$197		$169	$	754	$	504	$	485
Net income attributable to DT Midstream		78		71		312		204		231
Adjusted EBITDA(1)		193		171		710		493		454

(1) Adjusted EBITDA is a non-GAAP financial measure. See the sections entitled “Selected Historical Financial Data—Non-GAAP Financial Information” and “—Results of Operations—Non-GAAP Financial Information” beginning on pages 87 and 135, respectively, of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

The increase in Operating revenues, Net income attributable to DT Midstream and Adjusted EBITDA in the first quarter of 2021 compared to the same period in 2020 was primarily due to Blue Union Gathering System and LEAP Gathering Lateral Pipeline assets going into service in the third quarter of 2020. The increase in 2020 Operating revenues, Net income attributable to DT Midstream and Adjusted EBITDA compared to 2019 was primarily due to the first full year of operations of Blue Union Gathering System and a partial year of operations for LEAP Gathering Lateral Pipeline. The decrease in 2019 Net income attributable to DT Midstream compared to 2018 was primarily due to lower Pipeline & Other earnings. The increase in Adjusted EBITDA in 2019 was primarily due to a non-routine adjustment to add back transaction costs related to the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline.

See Note 4 to the Consolidated Financial Statements, “Acquisitions,” beginning on page F-20 of this Information Statement, for discussion of the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline in December 2019.

See detailed explanations of segment performance in the section entitled “—Results of Operations” beginning on page 130 of this Information Statement.

See detailed explanations of our areas of strategic focus in the section entitled “—Outlook” beginning on page 130 of this Information Statement.

Reconciliation of Total Assets

Below is a reconciliation of the total assets of the Midstream Business, as described in Note 23 to the audited consolidated financial statements in DTE Energy’s Annual Report on Form 10-K for the year ended December 31, 2020, to our Total Assets.

		As of December 31,
		2020		2019		2018
		(in millions)
Gas Storage and Pipelines segment per DTE Energy’s Annual Report on Form 10-K	A	$	5,068	$	4,832	$	3,161
Short-term borrowings due to DTE Energy	B		3,175		2,922		1,687
Adjustments to Carve-out Financial Statements	C		99		33		29
DT Midstream Consolidated Financial Statements	D	$	8,342	$	7,787	$	4,877

Notes:

A. Represents the total asset balance for the Gas Storage and Pipelines segment in DTE Energy’s Annual Report on Form 10-K for the year ended December 31, 2020, Note 23 to the audited consolidated financial statements, “Segment and Related Information,” as of December 31, 2020, 2019 and 2018.

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B. Represents short-term borrowings due to DTE Energy that were reclassified to liabilities for DT Midstream standalone presentation. The segment presentation in DTE Energy’s Annual Report on Form 10-K presents all intercompany notes receivable and borrowings on a net basis in assets, which are eliminated in consolidation.

C. Represents carve-out financial statement adjustments necessary to present DT Midstream on a standalone basis. Carve-out adjustments are comprised of the following: Goodwill of $24 million related to DT Midstream entities recorded at DTE Energy for all periods presented; DT Midstream parent company notes and accounts receivable due from DTE Energy, not included in DTE Energy’s Gas Storage and Pipeline segment, of $73 million, $8 million and $7 million at December 31, 2020, 2019, and 2018, respectively; and employee benefits and other adjustments of $2 million, $1 million and ($2 million) at December 31, 2020, 2019 and 2018, respectively.

D. Represents the total asset balance in DT Midstream’s Consolidated Financial Statements as of December 31, 2020, 2019 and 2018.

Capital Investments

Our businesses require capital investments for expansion of our existing assets, ongoing maintenance, and the development of new assets. Our maintenance capital investments for 2021 are estimated at $40 million to $45 million. Maintenance capital investments are defined as capital expenditures used to maintain or preserve assets or fulfill contractual obligations that do not generate incremental earnings. We anticipate capital investments, expenditures for our businesses and contributions to equity method investees in 2021 of approximately $250 million to $275 million.

Environmental Matters

We are subject to extensive U.S. federal, state, and local environmental regulations. Additional 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. Pending or future legislation or regulation could have a material impact on our operations and financial position. Impacts include expenditures for environmental equipment beyond what is currently planned, such as pollution control equipment, financing costs related to additional capital expenditures and the replacement of aging pipelines and other facilities.

For more information on environmental matters, see the section entitled “Business—Regulatory Environment—Environmental and Occupational Health and Safety Regulations” beginning on page 116 of this Information Statement. Also see Note 13, “Commitments and Contingencies” to the Consolidated Financial Statements beginning on page F-32 of this Information Statement.

COVID-19 Pandemic

During the first quarter of 2020, the COVID-19 pandemic began impacting the states in which we operate. We are actively monitoring the impact of the COVID-19 pandemic on supply chains, markets, counterparties and customers and any related impacts on operating costs, customer demand and recoverability of assets that could materially impact our financial results. To date, impacts from the COVID-19 pandemic have not had a material effect on our financial results.

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Outlook

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 as an independent publicly traded company 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 employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry and have committed to a net zero carbon emissions goal by 2050. More specifically, our strategy is premised on the following principles:

• disciplined capital deployment in assets supported by strong fundamentals;

• capitalize on asset integration and utilization opportunities;

• pursue economically attractive opportunities;

• grow cash flows supported by long-term firm revenue contracts; and

• provide exceptional service to our customers.

RESULTS OF OPERATIONS

The following sections provide a detailed discussion of the operating performance and future outlook of our segments. Segment information, described below, includes intercompany revenues and expenses, as well as other income and deductions that are eliminated in the Consolidated Financial Statements.

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Net Income Attributable to DT Midstream by Segment
Pipeline and Other	$	42	$	35	$	155	$	116	$	139
Gathering		36		36		157		88		92
Net income attributable to DT Midstream	$	78	$	71	$	312	$	204	$	231

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Adjusted EBITDA(1) by Segment
Pipeline and Other	$	100	$	81	$	348	$	284	$	268
Gathering		93		90		362		209		186
Total Adjusted EBITDA	$	193	$	171	$	710	$	493	$	454

(1) Adjusted EBITDA is a non-GAAP financial measure. See the section entitled “—Non-GAAP Financial Information” beginning on page 135 of this Information Statement for its definition. See the sections entitled “Selected Historical Financial Data—Non-GAAP Financial Information,” “—Pipeline and Other,” and “—Gathering” beginning on pages 87, 130 and 133, respectively, of this Information Statement for reconciliations to the most comparable GAAP measure.

Pipeline and Other

The Pipeline and Other segment consists of our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines and related treatment plants and compression and surface facilities. This segment also includes our equity method investments.

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Pipeline and Other results, including a reconciliation of Net income attributable to DT Midstream to Adjusted EBITDA (a non-GAAP measure), are discussed below:

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
	(in millions)
Operating revenues	$	75		$	56		$	266		$	234		$	237
Operation and maintenance		19			13			53			64			63
Depreciation and amortization		16			11			52			46			41
Taxes other than income		4			2			7			6			6
Asset (gains) losses and impairments, net		—			—			—			1			—
Operating income		36			30			154			117			127
Earnings from equity method investees		32			30			108			98			125
Interest expense		11			11			43			56			49
Interest income		(1	)		(1	)		(4	)		(11	)		(9	)
Other (income) and expense		(2	)		(1	)		(2	)		—			7
Income tax expense		15			13			58			38			38
Net income		45			38			167			132			167
Less: Net income attributable to noncontrolling interests		3			3			12			16			28
Net income attributable to DT Midstream	$	42		$	35		$	155		$	116		$	139

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Operating revenues in the first quarter of 2021 increased $19 million compared to the same period in 2020. The increase was primarily due to LEAP Gathering Lateral Pipeline going into service in the third quarter of 2020.

Operation and maintenance expense in the first quarter of 2021 increased $6 million compared to the same period in 2020. The increase was primarily due to 2021 Spin-Off related transaction costs.

Depreciation and amortization expense in the first quarter of 2021 increased $5 million compared to the same period in 2020. The increase was primarily due to LEAP Gathering Lateral Pipeline going into service in the third quarter of 2020.

Year Ended December 31, 2020, Compared to Year Ended December 31, 2019, Compared to Year Ended December 31, 2018

Operating revenues increased $32 million in 2020 and decreased $3 million in 2019. The increase in 2020 was primarily due to the LEAP Gathering Lateral Pipeline partial year of operations and higher storage and Stonewall Gas Gathering Lateral Pipeline revenues, partially offset by lower services provided to our equity method investees and lower Bluestone volumes. The decrease in 2019 was primarily due to lower storage revenues and lower pipeline volumes, partially offset by the first full year of Birdsboro Pipeline operations.

Operation and maintenance expense decreased $10 million in 2020 and increased $1 million in 2019. The decrease in 2020 was primarily due to lower reserve for uncollectible accounts and cost savings initiatives. The increase in 2019 was primarily due to higher storage related expenses, higher reserve for uncollectible accounts and higher labor and outside services expenses, partially offset by lower compression expenses and cost savings initiatives.

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Depreciation and amortization expense increased $6 million in 2020 and $5 million in 2019. The increase in 2020 was primarily due to the LEAP Gathering Lateral Pipeline being placed in service, partially offset by increased useful lives of certain storage assets. The increase in 2019 was primarily due to the first full year of Birdsboro Pipeline depreciation and additional assets placed into service during the year.

Earnings from equity method investees increased $10 million in 2020 and decreased $27 million in 2019. The increase in 2020 was primarily due to higher NEXUS Gas Transmission Pipeline earnings, including the first full year of operations of Generation Pipeline. The decrease in 2019 was primarily due to lower AFUDC earnings attributable to NEXUS Gas Transmission Pipeline in 2018, partially offset by higher operating earnings from NEXUS Gas Transmission Pipeline, Millennium Pipeline and Vector Pipeline.

Interest expense decreased $13 million in 2020 and increased $7 million in 2019. The decrease in 2020 was primarily due to lower interest expense related to NEXUS Gas Transmission Pipeline, partially offset by higher interest for LEAP Gathering Lateral Pipeline. The increase in 2019 was primarily due to higher interest expense related to the May 2019 purchase of an additional 30% ownership interest in Stonewall Gas Gathering Lateral Pipeline and higher interest expense at Bluestone.

Other (income) and expense increased $7 million in 2019. The increase in 2019 was primarily due to a contribution to the DTE Energy Foundation in 2018.

Income tax expense increased $20 million in 2020 compared to 2019. The increase in 2020 was primarily due to an increase in Income before income taxes.

Net income attributable to noncontrolling interests decreased $4 million in 2020 and $12 million in 2019. The decrease in both periods was primarily due to the May 2019 purchase of an additional 30% ownership interest in Stonewall Gas Gathering Lateral Pipeline.

Outlook

We believe our long-term agreements with customers and the location and connectivity of our pipeline assets soundly position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships.

Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
	(in millions)
Net income attributable to DT Midstream	$	42		$	35		$	155		$	116		$	139
Plus: Interest expense		11			11			43			56			49
Plus: Income tax expense		15			13			58			38			38
Plus: Depreciation and amortization		16			11			52			46			41
Plus: EBTDA from equity method investees(1)		45			43			154			144			146
Plus: Adjustments for non-routine items		5			—			2			—			—
Less: Interest income		(1	)		(1	)		(4	)		(11	)		(9	)
Less: Earnings from equity method investees		(32	)		(30	)		(108	)		(98	)		(125	)
Less: Depreciation and amortization attributable to noncontrolling interests		(1	)		(1	)		(4	)		(7	)		(11	)
Adjusted EBITDA(2)	$	100		$	81		$	348		$	284		$	268

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(1) Includes our share of our equity method investees’ earnings before taxes, depreciation and amortization, which we refer to as “EBTDA.” A reconciliation of our Earnings from equity method investees to EBTDA from equity method investees follows:

	Three Months Ended March 31,				Years Ended December 31,
	2021		2020		2020		2019		2018
	(in millions)
Earnings from equity method investees	$	32	$	30	$	108	$	98	$	125
Plus: Depreciation and amortization from equity method investees		13		13		46		46		21
EBTDA from equity method investees	$	45	$	43	$	154	$	144	$	146

(2) Adjusted EBITDA is a non-GAAP financial measure. See the section entitled “—Non-GAAP Financial Information” beginning on page 135 of this Information Statement for its definition.

Other than the change in Adjustments for non-routine items described below, the variances in reconciling items between Net Income Attributable to DT Midstream and Adjusted EBITDA for the periods presented are discussed in the section entitled “—Pipeline and Other” on page 130 of this Information Statement.

Adjustments for non-routine items increased $5 million in the first quarter of 2021 compared to the same period in 2020. The increase was due to 2021 Spin-Off related transaction costs.

Gathering

The Gathering segment consists of our gathering systems and related treatment plants and compression and surface facilities.

Gathering results, including a reconciliation of Net income attributable to DT Midstream to Adjusted EBITDA (a non-GAAP measure), are discussed below:

	Three Months Ended March 31,					Years Ended December 31,
	2021			2020		2020			2019		2018
	(in millions)
Operating revenues	$	122		$	113	$	489		$	273	$	251
Operation and maintenance		31			20		123			80		62
Depreciation and amortization		25			25		100			47		40
Taxes other than income		3			2		8			2		3
Asset (gains) losses and impairments, net		(1	)		—		(2	)		—		—
Operating income		64			66		260			144		146
Interest expense		15			16		70			22		20
Interest income		(2	)		—		(5	)		—		—
Other (income) and expense		1			1		(20	)		—		—
Income tax expense		14			13		58			34		34
Net income attributable to DT Midstream	$	36		$	36	$	157		$	88	$	92

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Operating revenues in the first quarter of 2021 increased $9 million compared to the same period in 2020. The increase was primarily due to the Blue Union Gathering System assets going into service in the third quarter of 2020.

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Operation and maintenance expense in the first quarter of 2021 increased $11 million compared to the same period in 2020. The increase was primarily due to Blue Union Gathering System operations and 2021 Spin-Off related transaction costs.

Year Ended December 31, 2020, Compared to Year Ended December 31, 2019, Compared to Year Ended December 31, 2018

Operating revenues increased $216 million in 2020 and $22 million in 2019. The increase in 2020 was primarily due to the first full year of Blue Union Gathering System operations. The increase in 2019 was primarily due to one month of Blue Union Gathering System operations and higher volumes on Appalachia Gathering System, partially offset by lower volumes on Susquehanna Gathering System.

Operation and maintenance expense increased $43 million in 2020 and $18 million in 2019. The 2020 increase was primarily due to the first full year of Blue Union Gathering System operations, partially offset by no direct acquisition costs in 2020, cost savings initiatives and lower physical purchases of gas from Appalachia Gathering system customers. The increase in 2019 was primarily due to direct acquisition costs and one month of operations for Blue Union Gathering System and higher labor related expenses, partially offset by cost savings initiatives and lower physical purchases of gas from Appalachia Gathering system customers.

Depreciation and amortization expense increased $53 million in 2020 and $7 million in 2019. The 2020 increase was primarily due to the first full year of Blue Union Gathering System operations. The increase in 2019 was primarily due to the acquisition of Blue Union Gathering System and additional gathering assets placed into service on Appalachia Gathering System.

Taxes other than income expense increased $6 million in 2020 and decreased $1 million in 2019. The 2020 increase was primarily due to the first full year of Blue Union Gathering System operations.

Interest expense increased $48 million in 2020. The 2020 increase was primarily due to the first full year of financing the Blue Union Gathering System.

Other (income) and expense increased $20 million in 2020. The 2020 increase related to a post-acquisition settlement.

Income tax expense increased $24 million in 2020 compared to 2019. The increase in 2020 was primarily due to an increase in Income before income taxes.

Outlook

We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville shale regions soundly position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships.

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Reconciliation of Net Income Attributable to DT Midstream to Adjusted EBITDA

	Three Months Ended March 31,					Years Ended December 31,
	2021			2020		2020			2019		2018
	(in millions)
Net income attributable to DT Midstream	$	36		$	36	$	157		$	88	$	92
Plus: Interest expense		15			16		70			22		20
Plus: Income tax expense		14			13		58			34		34
Plus: Depreciation and amortization		25			25		100			47		40
Plus: Adjustments for non-routine items		5			—		(18	)		18		—
Less: Interest income		(2	)		—		(5	)		—		—
Less: Depreciation and amortization attributable to noncontrolling interests		—			—		—			—		—
Adjusted EBITDA(1)	$	93		$	90	$	362		$	209	$	186

(1) Adjusted EBITDA is a non-GAAP financial measure. See the section entitled “—Non-GAAP Financial Information” beginning on page 135 of this Information Statement for its definition.

Other than the change in Adjustments for non-routine items described below, the variances in other reconciling items between Net Income Attributable to DT Midstream and Adjusted EBITDA for the periods presented are discussed in the section entitled “—Gathering” on page 133 of this Information Statement.

Adjustments for non-routine items increased $5 million in the first quarter of 2021 compared to the same period in 2020. The increase was due to 2021 Spin-Off related transaction costs. Adjustments for non-routine items decreased $36 million in 2020 compared to 2019. The decrease was due to $18 million of transaction costs related to the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline in 2019 and $20 million of proceeds from a post-acquisition settlement in 2020, partially offset by 2020 Spin-Off related transaction costs.

Non-GAAP Financial Information

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP, as well as the non-GAAP financial measure, Adjusted EBITDA, which we use as a measure of our operational performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.

Adjusted EBITDA is defined as GAAP net income attributable to DT Midstream before expenses for interest, taxes, depreciation and amortization, further adjusted to include our proportional share of net income from our equity method investees (excluding taxes, depreciation and amortization), and to exclude certain items we consider non-routine. We believe Adjusted EBITDA is useful to us and external users of our financial statements in understanding our operating results and the ongoing performance of our underlying business because it allows our management and investors to have a better understanding of our actual operating performance unaffected by the impact of interest, taxes, depreciation, amortization and non-routine charges noted in the reconciliations below. We believe the presentation of Adjusted EBITDA is meaningful to investors because it is frequently used by analysts, investors and other interested parties in our industry to evaluate a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending on accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. We use Adjusted EBITDA to assess our performance by reportable segment and as a basis for strategic planning and forecasting.

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Adjusted EBITDA is not a measure calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss. Additionally, because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by different companies in our industry, Adjusted EBITDA does not intend to represent net income attributable to DT Midstream, the most comparable GAAP measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.

CAPITAL RESOURCES AND LIQUIDITY

Cash Requirements

Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay dividends, as deemed appropriate. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements. We expect that cash from operations in 2021 will be approximately $620 million to $680 million. We anticipate capital investments, expenditures for our businesses and contributions to equity method investees in 2021 of approximately $250 million to $275 million. Capital spending for growth of existing or new businesses will depend on the existence of opportunities that meet strict risk-return and value creation criteria.

	Three Months Ended March 31,						Years Ended December 31,
	2021			2020			2020			2019			2018
							(in millions)
Cash at Beginning of Period	$	42		$	46		$	46		$	26		$	38
Net cash from operating activities		163			133			597			390			359
Net cash used for investing activities		(17	)		(152	)		(714	)		(2,561	)		(720	)
Net cash from financing activities		(159	)		159			113			2,191			349
Net increase (decrease) in cash		(13	)		140			(4	)		20			(12	)
Cash at End of Period	$	29		$	186		$	42		$	46		$	26

Cash From Operating Activities

The cash flows from our operations can be impacted in the short term by the volumes gathered or transported through our systems, changing commodity prices, seasonality, weather fluctuations, dividends from equity method investees and the financial condition of our customers. Our preference to enter into firm service contracts with firm reservation fees helps minimize our long-term exposure to commodity prices and its impact on the financial condition of our customers, and provides us more stable operating performance and cash flows.

Net cash from operations in the first quarter of 2021 increased $30 million from the same period in 2020, which was primarily due to an increase in net income; non-cash items, primarily depreciation and amortization expense and deferred income taxes; and a change in working capital items. The change in working capital items in the first quarter of 2021 compared to the same period in 2020 primarily related to accounts receivable, related party accounts payable and other current and noncurrent assets and liabilities.

Net cash from operations increased $207 million in 2020 compared to 2019. The increase is primarily due to an increase in net income; non-cash items, primarily depreciation and amortization expense and deferred income taxes; and a change in working capital items. The increase was partially offset by an increase in earnings from equity method investees and a decrease in dividends from equity method investees. The change in working capital items in 2020 compared to 2019 primarily related to other current and noncurrent assets and liabilities.

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Net cash from operations increased $31 million in 2019 compared to 2018. The increase is primarily due to an increase in dividends from equity method investees, a decrease in earnings from equity method investees and an increase in depreciation and amortization expense, partially offset by a change in working capital items. The change in working capital items in 2019 compared to 2018 primarily related to a decrease in cash received from accounts receivable and other current and noncurrent assets and liabilities.

Cash Used For Investing Activities

Cash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees.

Capital spending within our company is primarily for ongoing maintenance, expansion, and if identified, attractive opportunities. We look to make growth investments that meet strict criteria in terms of strategy, management skills, risks and returns. All new investments are analyzed for their rates of return and cash payback on a risk adjusted basis. We have been disciplined in how we deploy capital and will not make investments unless they meet the criteria. In any given year, the amount of growth capital will be determined by our underlying cash flows.

Net cash used for investing activities in the first quarter of 2021 decreased $135 million from the same period in 2020, which was primarily due to a decrease in cash used for plant and equipment expenditures and a reduction in contributions to equity method investees.

Net cash used for investing activities decreased $1.8 billion in 2020 compared to 2019 due primarily to a decrease in acquisitions, net of cash acquired, which was driven by our acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline midstream natural gas assets in 2019. The decrease was also driven by a reduction in contributions to equity method investees. The decrease was partially offset by an increase in plant and equipment expenditures and an increase in notes receivable due from DTE Energy.

Net cash used for investing activities increased $1.8 billion in 2019 compared to 2018 due primarily to our acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline midstream natural gas assets, partially offset by a reduction in contributions to equity method investees.

Cash From Financing Activities

We have historically relied on short-term borrowings and contributions from DTE Energy as a source of funding for capital requirements not satisfied by our operations.

Net cash from financing activities in the first quarter of 2021 decreased $318 million from the same period in 2020, which was primarily due to lower cash from short-term borrowings due to DTE Energy.

Net cash from financing activities decreased $2.1 billion in 2020 compared to 2019. The decrease was primarily due to reduced contributions from DTE Energy, lower cash from short-term borrowings due to DTE Energy and the acquisition related deferred payment. The decrease was partially offset by the purchase of noncontrolling interests in 2019.

Net cash from financing activities increased $1.8 billion in 2019 compared to 2018. The increase was primarily due to an increase in short-term borrowings due to DTE Energy and contributions from DTE Energy used to finance the acquisition of Blue Union Gathering System and LEAP Gathering Lateral Pipeline, partially offset by purchases of noncontrolling interests, principally related to Stonewall Gas Gathering Lateral Pipeline. See details disclosed in the section titled “Principles of Consolidation” of Note 1, “The Proposed Separation, Description of the Business, and Basis of Presentation,” and Note 4, “Acquisitions,” to the Consolidated Financial Statements beginning on pages F-12 and F-20, respectively, of this Information Statement.

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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 Spin-Off on our debt and equity capitalization, described further below, we are not aware of any trends or other demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

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 commitments from customers.

Historically, our sources of liquidity have included cash generated from operations and intercompany loans obtained through DTE Energy’s corporate-wide cash management practices. As of March 31, 2021, we have a short-term borrowing of approximately $3 billion due to DTE Energy. See Note 1 to the Consolidated Financial Statements beginning on page F-44 of this Information Statement, “The Proposed Separation, Description of the Business, and Basis of Presentation.” We expect to repay the intercompany loan using internally generated funds, repayment of the intercompany notes receivable and the issuance of long-term debt as described below.

In connection with the Spin-Off, we expect to incur indebtedness in the aggregate principal amount of approximately $3.10 billion in the form of senior notes and a term loan, the net proceeds of which will be distributed to DTE Energy prior to the consummation of the Spin-Off. We also expect to enter into a $750 million revolving credit facility for working capital and other cash flow needs. The terms of such indebtedness are subject to change and will be finalized prior to the consummation of the Spin-Off. See the section entitled “Description of Our Indebtedness” beginning on page 178 of this Information Statement for more detail.

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 needs. DT Midstream will continue to have access to funds through DTE Energy’s corporate-wide cash management practices through the Distribution. However, virtually all of our businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact earnings and cash flows.

See Notes 9, 13 and 16 to the Consolidated Financial Statements beginning on pages F-26, F-32 and F-37, respectively, of this Information Statement, “Income Taxes,” “Commitments and Contingencies” and “Related Party Transactions,” respectively.

CONTRACTUAL OBLIGATIONS

The following table details our contractual obligations for debt, leases and other purchase obligations as of December 31, 2020:

	Years Ended December 31,
	Total		2021		2022-2023		2024-2025		2026 and Thereafter
	(in millions)
Short-term borrowings due to DTE Energy	$	3,175	$	3,175	$	—	$	—	$	—
Operating leases		48		19		24		3		2
Other purchase obligations		9		2		6		1		—
Total obligations	$	3,232	$	3,196	$	30	$	4	$	2

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OFF-BALANCE SHEET ARRANGEMENTS

We are party to off-balance sheet arrangements. See the section entitled “Principles of Consolidation” in Note 1, “The Proposed Separation, Description of the Business, and Basis of Presentation” to the Consolidated Financial Statements beginning on pages F-11 and F-44, respectively, of this Information Statement for further discussion of the nature, purpose and other details of such agreements.

INDEMNIFICATION OBLIGATIONS

We could have an indemnification obligation to DTE Energy pursuant to the Tax Matters Agreement and the Separation and Distribution Agreement. See Notes 13 and 6, “Commitments and Contingencies,” to the Consolidated Financial Statements beginning on pages F-32 and F-55, respectively, of this Information Statement for a description of our current obligations.

CRITICAL ACCOUNTING POLICIES

The preparation of our Consolidated Financial Statements in conformity with generally accepted accounting principles 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 accounting policy or in making estimates and assumptions in matters that are inherently uncertain and that may change in subsequent periods. Additional discussion of these accounting policies can be found in the Notes to the Consolidated Financial Statements beginning on pages F-9 and F-44, respectively, of this Information Statement.

Revenue Recognition

Revenues generally relate to services related to the transportation, gathering, and storage of natural gas. Revenue is recognized as services are performed. Our contracts are primarily long-term in nature, and revenues, including estimated unbilled amounts, are generally recognized over time based upon services provided or through the passage of time ratably based upon providing a stand-ready service. Unbilled amounts are generally determined using estimated volumes based on preliminary meter data and contracted rates and typically result in minor adjustments in the following reporting period. We have determined that these methods represent a faithful depiction of the transfer of control to the customer. Revenues are typically billed and received monthly. Pricing for such revenues may consist of demand rates, commodity rates, transportation rates, and other associated fees. Consideration may consist of both fixed and variable components and may be subject to minimum volume commitments, which we refer to as “MVCs.” Generally, uncertainties in the variable consideration components are resolved and revenues are known at the time of recognition.

See Notes 5 and 4, “Revenue,” to the Consolidated Financial Statements beginning on pages F-22 and F-52, respectively, of this Information Statement.

Goodwill

We have goodwill resulting from business combinations. We perform an impairment test for goodwill annually 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 the reporting unit to its carrying value including goodwill. If the carrying value including goodwill were to exceed 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.

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We estimate each reporting unit’s fair value using standard valuation techniques, including techniques which use estimates of projected future results and cash flows to be generated by the reporting unit. For our reporting units, the fair values were calculated using a weighted combination of the income approach, which estimates fair value based on discounted cash flows, and the market approach, which estimates fair value based on market comparables within the Midstream industry. The income approach includes a terminal value that utilizes an assumed long-term growth rate approach, which incorporates management’s assumptions regarding sustainable long-term growth of the reporting units. The income approach cash flow valuations involve a number of estimates that require broad assumptions and significant judgment by management regarding future performance.

One of the most significant assumptions utilized in determining the fair value of reporting units under the market approach is implied market multiples for certain peer companies. Management selects comparable peers based on each peer’s primary business mix, operations, and market capitalization compared to the applicable reporting unit and calculates implied market multiples based on available projected earnings guidance and peer company market values as of the test date.

We perform an annual impairment test each October. In between annual 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 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, 2020 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed.

The results of the test and key estimates that were incorporated are as follows as of the October 1, 2020 valuation date:

Reporting Unit	Goodwill		Discount Rate			Valuation Methodology(a)
	(in millions)
Pipeline and Other	$	53		6.3	%	DCF and market multiples analysis
Gathering		419		7.5	%	DCF and market multiples analysis
	$	472

(a) Discounted cash flows (DCF) incorporated 2021-2025 projected cash flows plus a calculated terminal value. For each of the reporting units, we capitalized the terminal year cash flows at the weighted average costs of capital (WACC) less an assumed long-term growth rate of 2%. Management applied equal weighting to the DCF and market multiples analysis to determine the fair value of the respective reporting units.

Business Combinations

The assets acquired and liabilities assumed in a business combination are recorded at their estimated fair values at the date of acquisition. The excess purchase price over the fair value of net assets acquired is recognized as goodwill. The fair value of the assets acquired and liabilities assumed are determined based on significant estimates and assumptions, including projected timing and amount of future cash flows and discount rates reflecting risk inherent in future market prices. In some cases, we engage independent third-party valuation firms to assist in determining the fair values. See Note 4 to the Consolidated Financial Statements, “Acquisitions,” beginning on page F-20 of this Information Statement.

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Long-Lived Assets

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 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.

Accounting for Tax Obligations

We are required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate our obligations to taxing authorities. We account for uncertain income tax positions 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 is greater than 50% likely 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. We also have non-income tax obligations related to property, sales and use, and employment-related taxes, and ongoing appeals related to these tax matters.

Accounting for tax obligations requires judgments, including assessing whether tax benefits are more likely than not to be sustained, and estimating reserves for potential adverse outcomes regarding tax positions that have been taken. We also assess our ability to utilize tax attributes, including those in the form of carry-forwards, for which the benefits have already been reflected in the Consolidated Financial Statements. We believe the resulting tax reserve balances presented in the Consolidated Financial Statements are appropriate. The ultimate outcome of such matters could result in favorable or unfavorable adjustments to the Consolidated Financial Statements, and such adjustments could be material.

See Note 9 to the Consolidated Financial Statements beginning on page F-26 of this Information Statement, “Income Taxes.”

NEW ACCOUNTING PRONOUNCEMENTS

See Note 3, “New Accounting Pronouncements” to the Consolidated Financial Statements beginning on pages F-19 and F-52, respectively, of this Information Statement.

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MARKET RISK MANAGEMENT

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 production that is accessible by our pipeline and storage assets. For the fiscal year ended December 31, 2020, approximately 70% of our revenue was generated under firm revenue contracts with an average tenor of 9 years. Firm revenue contracts are typically long-term and can include MVCs and demand charges, which provide for fixed revenue commitments regardless of the volumes of natural gas that flow on the system. For the fiscal year ended December 31, 2020, approximately 18% of our revenue was generated from proved developed and producing reserves connected to our assets, which we refer to as “flowing gas.” Together, revenues generated under firm revenue contracts and flowing gas account for approximately 88% of our revenue. We account for our unconsolidated joint ventures as equity method investments in accordance with GAAP. Accordingly, we do not include our proportionate share of the revenues generated by our unconsolidated joint ventures in our operating revenues. For the fiscal year ended December 31, 2020, approximately 98% of our unconsolidated joint ventures’ combined revenues were generated under firm revenue contracts. Consequently, our existing operations and cash flows have limited direct exposure to commodity price risk. We manage our exposure through the use of short, medium, and long-term storage, gathering, and transportation contracts.

We depend on key customers in the Haynesville shale formation in the Gulf Coast and in the Utica and Marcellus shale formation in the Northeast for a significant portion of our revenues. The loss of, or reduction in volumes from, any of these key customers could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.

Credit Risk

We are exposed to credit risk, which is the risk that we may incur a loss if a counterparty fails to perform 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 of our more recent 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 have experienced only minimal credit losses in connection with our receivables. We engage in business with customers that are non-investment grade, including three of our key customers, Indigo Natural Resources, LLC and/or its affiliates, Southwestern Energy Company and/or its affiliates and Antero Resources Corporation and/or its affiliates. These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns.

Bankruptcies

We regularly monitor for bankruptcy proceedings that may impact our counterparties. See Note 13, “Commitments and Contingencies,” to the Consolidated Financial Statements beginning on page F-32 of this Information Statement.

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MANAGEMENT

Executive Officers Following the Spin-Off

The following table and accompanying narrative presents information, as of May 7, 2021, regarding the individuals who are expected to serve as executive officers of DT Midstream following the completion of the Spin-Off, including a five-year employment history. Some of DT Midstream’s executive officers are currently executive officers and employees of DTE Energy, but will cease to hold such positions upon the consummation of the Spin-Off.

Name	Age	Position with DT Midstream
Robert Skaggs, Jr.	67	Executive Chairman
David Slater	55	President and Chief Executive Officer
Wendy Ellis	56	General Counsel and Corporate Secretary
Jeffrey Jewell	53	Chief Financial Officer
Richard Redmond	64	Chief Administrative Officer
Christopher Zona	49	Chief Operating Officer

Robert Skaggs, Jr. Mr. Skaggs has over 35 years of experience in the energy industry, including leading companies in the midstream, pipeline and regulated utility sectors. Mr. Skaggs also currently serves as an independent director on the board of DTE Energy, where he has been a director since 2017, and is a member of its nuclear oversight, organization and compensation and finance committees. In addition, Mr. Skaggs currently serves on the board of Team, Inc., a global provider of specialized industrial services, where he has served as a director since 2019. He previously served as a director for Cloud Peak Energy, Inc., a coal mining company, from 2015 to 2019. He also is past chairman of the American Gas Association’s board of directors and has served in leadership roles for a variety of charitable, community and civic efforts.

Prior to joining DTE Energy’s board, Mr. Skaggs served as president and chief executive officer of NiSource, Inc., a Fortune 500 energy holding company engaged in natural gas and electric utilities and the gas storage and pipeline business, from 2005 to 2015 and executed its successful separation of Columbia Pipeline Group, Inc. in mid-2015. Earlier in 2015, Mr. Skaggs executed the successful initial public offering of Columbia Pipeline Partners LP, a master limited partnership formed by NiSource, Inc. to own, operate and develop a portfolio of pipelines, storage and related midstream assets. Mr. Skaggs then served as chairman and chief executive of Columbia Pipeline Group, Inc., a natural gas pipeline and underground storage system company, and Columbia Pipeline Partners LP from 2015 to 2016.

Mr. Skaggs joined the law department of Columbia Gas Transmission in 1981 and served in various management roles until 1996, when he became president of Columbia Gas of Ohio and Columbia Gas of Kentucky. Effective with the 2000 merger of NiSource, Inc. and Columbia Energy Group, Mr. Skaggs became the president of Bay State Gas and Northern Utilities. In December 2001, his role was expanded to include the duties of president and chief executive officer of the Columbia companies in Pennsylvania, Virginia and Maryland. Mr. Skaggs was promoted to executive vice president, regulated revenue of NiSource, Inc. in 2003.

Mr. Skaggs earned a Bachelor of Arts degree in economics from Davidson College, a Juris Doctorate from West Virginia University and a Master’s degree in Business Administration from Tulane University.

David Slater. Mr. Slater has over 30 years of experience in the energy industry, where he has worked in both commercial business development and operational roles. Currently, Mr. Slater is president and chief operating officer of DTE Midstream and has been a member of DTE Energy’s executive leadership team since 2015. Mr. Slater joined DTE Energy in 2011 as senior vice president of the Gas Storage & Pipelines division of DTE Energy, which we refer to as “GS&P,” before being promoted to executive vice president of DTE Midstream/GS&P in 2014.

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Prior to joining DTE Energy, Mr. Slater held various senior management positions at Goldman Sachs, Nexen Marketing USA Inc., a top 10 North American energy merchant, Engage Energy US, L.P., an energy merchant, and Union Gas Ltd., a gas utility in Ontario.

Mr. Slater serves on the boards of the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline and is the elected chairman of the Interstate Natural Gas Association of America.

Mr. Slater earned a Master’s degree in Business Administration and an honors degree in business commerce from the University of Windsor.

Wendy Ellis. Ms. Ellis has over 25 years of experience in the energy industry, where she served in various legal and general counsel capacities. In 2020, Ms. Ellis was appointed executive director and general counsel for the Midstream Business, and, since 2019, she has served as executive director and general counsel for DTE Energy’s power and industrial businesses. Ms. Ellis also served as executive director and general counsel for DTE Electric Company, a wholly owned subsidiary of DTE Energy, from 2016 to 2019. From 2009 to 2016, Ms. Ellis was director and general counsel of DTE Gas Company, a wholly owned subsidiary of DTE Energy, and the Midstream Business with responsibility for all legal matters relating to commercial contracts and transactions at DTE Energy. Since joining DTE Energy in 1994, at various times, she has also had responsibility for the company’s litigation, employment and labor law as an expert attorney, legal director and associate general counsel.

Prior to joining DTE Energy, Ms. Ellis practiced at the Detroit law firm of Clark, Klein and Beaumont, P.L.C. (now Clark Hill PLC).

Ms. Ellis is a member of the board of trustees of Crossroads of Michigan, a social service outreach agency located in Detroit.

Ms. Ellis received a Bachelor of Arts degree in business management from Olivet College and a Juris Doctor degree from Northwestern University School of Law.

Jeffrey Jewell. Mr. Jewell has over 25 years of experience in the energy industry, where he has worked in financial, accounting and risk management roles. Currently, Mr. Jewell is vice president, treasurer and chief risk officer for DTE Energy, a role that he has held since 2019. He served as vice president and controller from 2013 to 2019, and as chief accounting officer from 2017 to 2019, for DTE Energy. Mr. Jewell also served as controller for Detroit Edison (now DTE Electric Company, a wholly owned subsidiary of DTE Energy) from 2010 to 2013.

Prior to joining DTE Energy, Mr. Jewell held various financial and risk management leadership positions with Ernst & Young U.S. LLP, Koch Industries, Inc. and Duke Energy Corporation. Mr. Jewell is also a retired Captain of the United States Army Reserves.

Mr. Jewell is a board member of the Michigan Crohn’s and Colitis Foundation, member of the Southeast Michigan Light the Night/Leukemia Lymphoma Society Executive Leadership Committee and is on the advisory board of the University of Michigan-Dearborn College of Business.

Mr. Jewell earned a Bachelor of Business Administration degree in accounting and a Bachelor of Science degree in agricultural economics from Texas A&M University and a Master of Finance degree from the University of Michigan-Dearborn.

Richard Redmond. Mr. Redmond has over 40 years of experience in the energy industry, where he has worked in natural gas exploration, production, gathering and processing. Since 2014, Mr. Redmond has led DTE Midstream’s gathering and processing segment, a part of DTE Energy’s natural gas midstream business serving customers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions. In this role, he is responsible for managing non-utility midstream operations including natural gas gathering, compression and processing operations.

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Mr. Redmond joined DTE Energy (formerly Michigan Consolidated Gas Company) in 1999, serving as president of DTE Gas & Oil and DTE Gas Resources, each a division of DTE Energy. In 2007, Mr. Redmond left DTE Energy to assume the role of president of Atlas Gas & Oil, in connection with DTE Energy’s sale of its Michigan unconventional gas assets in 2007. He returned to DTE Energy in 2009 as director of Greater Michigan Operations and was responsible for distribution operations.

Prior to joining DTE Energy in 1999, Mr. Redmond also worked for Amoco Production in various engineering positions throughout the world and for CMS Oil & Gas as vice president of operations, responsible for worldwide operations and business development.

Mr. Redmond is a member of the Oil and Gas Advisory Committee of the Michigan Department of Environment, Great Lakes and Energy. He has served on the board of directors of the Northwestern Michigan College Foundation, the Conservation Resource Alliance and the Marcellus Shale Coalition and has also served as chairman of the Michigan Oil and Gas Association.

Mr. Redmond earned a Bachelor of Science degree in petroleum engineering from Marietta College and completed numerous Master’s level business administration courses at the University of Michigan.

Christopher Zona. Mr. Zona has over 28 years of experience in the energy industry, where he has worked in operational, engineering, construction and business development roles. Since 2019, Mr. Zona has served as the executive vice president of the Midstream Business. Mr. Zona has played key roles in the acquisition of the Appalachia Gathering System’s and Stonewall Gas Gathering Lateral Pipeline’s assets, bringing the NEXUS Gas Pipeline into service, development and execution of the Bluestone Lateral Gathering Pipeline and Susquehanna Gathering System businesses, expansion of the Washington 10 Storage Complex and completing DTE Midstream’s first solo FERC project with the Birdsboro Pipeline.

Since joining DTE Energy in 2006, Mr. Zona has held positions of increasing responsibility, scope and breadth in the business development and project development of the Midstream Business. He started as manager of business development from 2006 to 2008 and was subsequently promoted to director of business development from 2008 to 2014. Mr. Zona was then promoted to vice president, planning, engineering and business development in 2014, and then to senior vice president, project development in 2016.

Prior to joining DTE Energy, Mr. Zona held various engineering, planning, construction and operations management positions for ANR Pipeline Company and SEMCO Energy Gas Company relating to gathering, transmission and storage operations.

Mr. Zona earned a Bachelor of Science degree in chemical engineering from the University of Detroit.

Board of Directors Following the Spin-Off

The following table and accompanying narrative presents information, as of May 7, 2021, regarding the individuals who are expected to serve on our Board of Directors, which we refer to as the “Board,” following the completion of the Spin-Off and until their respective successors are duly elected and qualified, including a five-year employment history and any directorships held by our directors in public companies.

Name	Age	Position with DT Midstream
Robert Skaggs, Jr.	67	Director and Executive Chairman
David Slater	55	Director, President and Chief Executive Officer
Stephen Baker	57	Director
Wright Lassiter III	58	Director
Elaine Pickle	56	Director
Peter Tumminello	58	Director
Dwayne Wilson	63	Director

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Robert Skaggs, Jr. Mr. Skaggs is expected to serve as a director of our company following the Spin-Off. For Mr. Skaggs’ biography, see “—Executive Officers Following the Spin-Off” beginning on page 143 of this Information Statement. We believe that Mr. Skaggs’ business, operational and management expertise, including his specific experience serving as chairman and chief executive officer of a large, publicly traded energy holding company, separation experience and his experience serving on public company boards of directors, provide him with the necessary experience, qualifications and skills to serve as a director and Executive Chairman of DT Midstream.

David Slater. Mr. Slater is expected to serve as a director of our company following the Spin-Off. For Mr. Slater’s biography, see “—Executive Officers Following the Spin-Off” beginning on page 143 of this Information Statement. We believe that Mr. Slater’s business, operational and management expertise, including his specific experience serving as president and chief operating officer of DTE Energy’s Midstream Business and his experience serving on the boards of directors of the Millennium Pipeline, the Vector Pipeline and the NEXUS Gas Transmission Pipeline, provide him with the necessary experience, qualifications and skills to serve as a director, President and Chief Executive Officer of DT Midstream.

Stephen Baker. Mr. Baker is the owner and president and chief executive officer of Rondeau Energy Consulting Inc., a company established in 2019 focused on energy related and merger and acquisition engagements. Mr. Baker served as president of Union Gas, Limited, which we refer to as “Union Gas,” from 2017 to 2019 as part of Enbridge Inc. Mr. Baker also served as president and chairman of Union Gas as part of Spectra Energy Corp. from 2012 to 2017. Over the course of his 30-year career with Union Gas, Mr. Baker held senior executive roles in finance, business development and marketing. Mr. Baker also held the role of vice president and treasurer of Spectra Energy Corp. from 2010 to 2012, where he led all treasury, capital markets and financing strategies.

Mr. Baker has served on the board of Ontario’s Independent Electricity System Operator (IESO) since 2019 and is currently chair of the markets committee and a member of the human resources and governance committee. Mr. Baker also sits on the Advisory Board of the MaRS Discovery District Energy Board and MyHEAT. Mr. Baker has previously chaired or served as a board member of a number of professional and community organizations, including the Canadian Gas Association, Ontario Energy Association and Union Gas, as well as the Children’s Treatment Centre of Chatham-Kent and the Chatham-Kent Community Leaders’ Cabinet.

Mr. Baker earned a Bachelor of Arts degree in honours chartered accountancy studies and a Master of Accounting degree from the University of Waterloo. Mr. Baker is a Certified Professional Accountant (Ontario/Canada) and holds an ICD.D directors certification from the Institute of Corporate Directors.

We believe that Mr. Baker’s business, financial, operational and management expertise, including his specific experience as a strong leader with extensive experience in the North American energy sector and track record of success building relationships with customers and stakeholders, along with his experience serving as president of a natural gas storage distribution and transmission services company, provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream.

Wright Lassiter III. Mr. Lassiter currently serves as president and chief executive officer of Henry Ford Health System Inc., overseeing a $7 billion healthcare system comprised of six hospitals, a health plan and a wide range of ambulatory and retail and related health services. He has served as president since 2014 and as chief executive officer since 2016. Mr. Lassiter has more than 30 years of experience working in large, complex health systems, including as chief executive officer of Alameda Health System, an integrated public healthcare system in Oakland, California, and senior vice president of operations of JPS Health Network, a hospital district in Fort Worth, Texas.

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Currently, Mr. Lassiter serves on the board of Quest Diagnostics, Inc., a leading provider of diagnostic information services. He also serves as the board vice chair for the Federal Reserve Bank of Chicago and chairs its governance and nominating committee and serves on the audit committee. He also serves on the boards of Le Moyne College, the Detroit Regional Chamber of Commerce, the Detroit Children’s Fund and the Detroit Regional Partnership.

Mr. Lassiter earned a Bachelor of Science degree in chemistry from Le Moyne College and a Master’s degree in healthcare administration from Indiana University.

We believe that Mr. Lassiter’s business, operational and management expertise, including his specific experience serving as president and chief executive officer of a large healthcare system, and public company board experience provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream.

Elaine Pickle. Ms. Pickle is currently a senior audit partner at Ernst & Young LLP, which we refer to as “EY,” having served as an audit partner since 2002, and will be retiring after a 35-year career with EY effective June 30, 2021. Ms. Pickle also served as a National Professional Practice partner from 2014 to 2018, during which time she evaluated and had oversight for technical accounting, auditing and SEC reporting matters as well as quality initiatives in the Southwest region. Ms. Pickle is expected to serve as a director of our company following her retirement at EY. Ms. Pickle is a certified public accountant and member of the American Institute of Certified Public Accountants.

Ms. Pickle has served on the board and development committee of Theatre Under the Stars (TUTS) since 2018.

Ms. Pickle earned her Bachelor of Business Administration in accounting, summa cum laude, from Texas Tech University in 1986.

We believe that Ms. Pickle’s business, operational and management expertise, including her specific experience as an audit partner and quality review partner serving upstream, midstream and energy services companies and her broad understanding and perspective of the energy industry in the U.S. and throughout the world, provide her with the necessary experience, qualifications and skills to serve as a director of DT Midstream.

Peter Tumminello. Mr. Tumminello is the recently retired group president of commercial businesses for Southern Company Gas, a natural gas utility and energy services company and a subsidiary of Southern Company, a gas and electric utility company headquartered in Atlanta, Georgia. He served in this most recent role since 2016 prior to retiring on April 30, 2021. In this role, he was responsible for all operations outside of the regulated entities, including wholesale services, retail energy and all midstream businesses, including pipeline investments and gas storage. In addition, he served on the Board of the Southern Company Gas Foundation and was a member of the Southern Company Gas management council.

Prior to joining Southern Company Gas in 2003, Mr. Tumminello was vice president of energy supply for Green Mountain Energy Company, a renewable energy company, and worked for TPC Corporation, a midstream energy company, and ARCO Oil and Gas Company, a provider of oil and natural gas, in various capacities in energy marketing, storage and transportation asset management, petroleum engineering, finance and planning, mergers and acquisitions and project evaluation.

Mr. Tumminello was recently vice chair at the Interstate Natural Gas Association of America where he served as the board chair of the climate policy committee. He is an advisory board member at Cristo Rey Jesuit College Preparatory School of Houston. He also serves as a director of CareerSpring.

Mr. Tumminello earned a Bachelor of Science degree in petroleum engineering from Louisiana Tech University and Master’s degree in Business Administration from the University of Southwestern Louisiana.

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We believe that Mr. Tumminello’s business, operational and management expertise, including his specific experience as group president of commercial businesses for Southern Company Gas and more than 30 years of experience in the energy industry, provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream.

Dwayne Wilson. Mr. Wilson has over 36 years of experience in the engineering, procurement and construction industry. Mr. Wilson also currently sits on the boards of Crown Holdings, Inc., a leading global supplier of packaging products, Sterling Construction Company, Inc., a publicly traded heavy civil construction company, and Ingredion, Inc., a leading global ingredients solutions company, where he previously chaired the compensation committee. From 2017 to 2020, he served on the board of AK Steel Holding Corporation, a leading producer of flat-rolled carbon, stainless and electrical steel products and carbon and stainless tubular products, where he served on the public and environmental affairs committee, as well as the nominating and corporate governance committee.

Previously, Mr. Wilson was senior vice president of Fluor Corporation, a publicly traded multinational engineering and construction firm, serving in the role from 2014 to 2016. From 1980 until 2011, he served in roles of increasing executive responsibility with Fluor Corporation, including as group president of industrial & infrastructure, president of mining and metals, president of commercial & institutional and vice president of manufacturing and life sciences. From 2011 until 2014, he served as president and chief executive officer of Savannah River Nuclear Solutions, a joint venture between Fluor Corporation, Honeywell International Inc. and Newport News Nuclear, Inc.

Mr. Wilson earned a Bachelor of Science degree in civil engineering from Loyola Marymount University.

We believe that Mr. Wilson’s business, operational and management expertise, including his specific experience as a senior executive of a publicly traded company, and over 10 years of public company board experience provide him with the necessary experience, qualifications and skills to serve as a director of DT Midstream.

Director Nomination Process

Our initial Board will be selected through a process involving DTE Energy and us. The initial directors who will serve after the Spin-Off are expected to begin their terms at the time of the Distribution, with the exception of one independent director who is expected to begin his or her term prior to the date on which “when-issued” trading of our common stock commences and is expected to serve on our Audit Committee, Corporate Governance Committee and Organization and Compensation Committee.

Director Independence and Categorical Standards

As a matter of policy and in accordance with the New York Stock Exchange, which we refer to as the “NYSE,” listing standards, we believe that the Board should consist of a majority of independent directors. The Board must affirmatively determine that a director has no material relationship with DT Midstream, either directly or indirectly, or as a partner, shareholder or officer of an organization that has a relationship with DT Midstream. The Board is expected to establish the following categorical standards for director independence, which are more stringent than the NYSE independence standards:

A director for whom any of the following is true will not be considered independent:

• A director who is currently, or has been at any time in the past, an employee of DT Midstream or a subsidiary.

• A director whose immediate family member is, or has been within the last three years, an executive officer of DT Midstream.

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• A director who has received, or whose immediate family member has received, more than $120,000 in direct compensation from DT Midstream during any twelve-month period within the last three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

• A director who is, or whose immediate family member is, a current partner of a firm that is DT Midstream’s internal or external auditor; the director is a current employee of such a firm; the immediate family member is a current employee of such a firm and personally works on DT Midstream’s audit; or the director or immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on DT Midstream’s audit within that time.

• A director who is employed, or whose immediate family member is employed, or has been employed within the last three years, as an executive officer of another company where any of DT Midstream’s present executive officers at the same time serves or served on that company’s compensation committee.

• A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, DT Midstream for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues is not independent until three years after the company falls below such threshold.

Contributions by DT Midstream to a tax-exempt organization will not be considered to be a material relationship that would impair a director’s independence if a director serves as an executive officer of a tax-exempt organization and, within the preceding three years, contributions in any single fiscal year were less than $1 million or 2% of such tax-exempt organization’s consolidated gross revenues (whichever is greater).

These Categorical Standards for Director Independence will be made available on the corporate governance section of our website. For more information, see the section entitled “—Corporate Governance—Our Commitment to Sound Corporate Governance” beginning on page 153 of this Information Statement.

The Board is expected to affirmatively determine, after applying these standards and considering all relevant facts and circumstances, that all of our directors other than Robert Skaggs, Jr. and David Slater qualify as independent and have no material relationship with DT Midstream. The independent directors are Stephen Baker, Wright Lassiter III, Elaine Pickle, Peter Tumminello and Dwayne Wilson. Robert Skaggs, Jr. and David Slater are not independent directors and may be deemed to be affiliates of DT Midstream under the categorical standards. Robert Skaggs, Jr. and David Slater are not considered independent due to their roles as Executive Chairman and President and Chief Executive Officer, respectively, of DT Midstream. There were no material relationships that the Board considered when determining the independence of the directors other than Robert Skaggs, Jr. and David Slater.

Executive Sessions

We expect that the independent directors will meet in executive session in which independent directors meet without the presence or participation of management at most regular Board meetings and meet in executive session at other times whenever they believe it appropriate. We expect that the Lead Independent Director will chair the executive sessions of the independent directors.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2020, DT Midstream was not an independent company and did not have a compensation committee or any other committee serving a similar function. Decisions as to the compensation of those who served as our executive officers for that fiscal year were made by DTE Energy as described in more detail under the section entitled “Executive Compensation” beginning on page 158 of this Information Statement.

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Committees of the Board

Effective upon the completion of the Spin-Off, our Board is expected to have standing committees for Audit, Corporate Governance, Environmental, Social and Governance, Finance and Organization and Compensation. The Board committees are expected to act in an advisory capacity to the full Board, except that the Organization and Compensation Committee is expected to have direct responsibility for the Executive Chairman and CEO’s goals, performance and compensation along with compensation of other executive officers, and the Audit Committee is expected to have direct responsibility for appointing, replacing, compensating and overseeing the independent registered public accounting firm. Our Board is expected to adopt a written charter for each of the standing committees that clearly establishes the committees’ respective roles and responsibilities, which will be posted to our website prior to the Distribution Date. In addition, each committee is expected to have the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board is expected to determine that each member of the Audit, Corporate Governance and Organization and Compensation Committees is independent under our categorical standards and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. The Board is expected to determine that each member of the Audit Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to audit committee members. The Board is also expected to determine that each member of the Organization and Compensation Committee meets the independence requirements under the SEC rules and the NYSE listing standards applicable to compensation committee members.

Audit Committee

The Audit Committee is expected to be established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Securities Exchange Act of 1934, which we refer to as the “ Exchange Act.” The responsibilities of our Audit Committee will be more fully described in our Audit Committee charter. We anticipate that our Audit Committee, among other duties, will:

• assist the Board in its oversight of the quality and integrity of our accounting, auditing and financial reporting practices and the independence of the independent registered public accounting firm;

• review the scope of the annual audit and the annual audit report of the independent registered public accounting firm;

• review financial reports, internal controls and financial and accounting risk exposures;

• discuss with management (i) earnings press releases and (ii) material financial information and earnings guidance;

• review the policies, programs, performance and activities relating to DT Midstream’s compliance and ethics programs;

• review accounting policies and system of internal controls;

• assume responsibility for the appointment, replacement, compensation and oversight of the independent registered public accounting firm;

• review and pre-approve permitted non-audit functions performed by the independent registered public accounting firm;

• review the scope of work performed by the internal audit staff;

• review legal or regulatory requirements or proposals that may affect the committee’s duties or obligations; and

• retain independent outside professional advisors, as needed.

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The Audit Committee is expected to have at least three members and is expected to consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the NYSE and Rule 10A-3 under the Exchange Act and under our categorial standards. Each member of the Audit Committee will be financially literate, and at least one member of the Audit Committee will have accounting and related financial management expertise and satisfy the criteria to be an “audit committee financial expert” under the rules and regulations of the SEC, as those qualifications are interpreted by our Board in its business judgment. Upon completion of the Spin-Off, we expect our Audit Committee will consist of Mr. Baker, Ms. Pickle and Mr. Wilson, with Ms. Pickle serving as chair.

Corporate Governance Committee

The responsibilities of our Corporate Governance Committee will be more fully described in our Corporate Governance Committee charter, and we anticipate that our Corporate Governance Committee, among other duties, will:

• consider the organizational structure of the Board;

• identify and report to the Board risks associated with DT Midstream’s governance practices and the interaction of the DT Midstream’s governance with enterprise risk management;

• recommend the nominees for directors to the Board;

• review recommended compensation arrangements for the Board, director and officer indemnification and insurance for the Board;

• review recommendations for director nominations received from shareholders;

• review shareholder proposals and make recommendations to the Board regarding DT Midstream’s response;

• review best practices in corporate governance and recommends corporate and Board policies/practices, as appropriate; and

• retain independent outside professional advisors, as needed.

The Corporate Governance Committee is expected to consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the NYSE and under our categorical standards. Upon completion of the Spin-Off, we expect our Corporate Governance Committee will consist of Mr. Lassiter, Ms. Pickle and Mr. Wilson, with Mr. Lassiter serving as chair.

Environmental, Social and Governance Committee

The responsibilities of our Environmental, Social and Governance Committee will be more fully described in our Environmental, Social and Governance Committee charter, and we anticipate that our Environmental, Social and Governance Committee, among other duties, will:

• review strategy, policies, practices, and disclosures with respect to environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other public policy matters, which we collectively refer to as “ESG Matters”;

• assist the Board in oversight of communications with employees, investors and other stakeholders with respect to ESG Matters;

• oversee DT Midstream’s reporting and disclosure of ESG Matters;

• review and assist with the drafting of the Company’s published environmental, social and governance report; and

• retain independent outside professional advisors, as needed.

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Upon completion of the Spin-Off, we expect our Environmental, Social and Governance Committee will consist of Mr. Baker, Mr. Lassiter and Mr. Tumminello, with Mr. Tumminello serving as chair.

Finance Committee

The responsibilities of our Finance Committee will be more fully described in our Finance Committee charter, and we anticipate that our Finance Committee, among other duties, will:

• review matters related to financial policies, capitalization and credit ratings;

• review major financing plans;

• recommend dividend policy to the Board;

• review financial planning policies and investment strategy;

• review certain capital expenditures;

• review financial risk management;

• receive reports on strategy, corporate preparedness analysis and investment policies;

• approve DT Midstream’s capital markets plan, including the issuance and retirement of debt and equity;

• review certain potential mergers, acquisitions and divestitures;

• review investor relations activities; and

• retain independent outside professional advisors, as needed.

Upon completion of the Spin-Off, we expect our Finance Committee will consist of Mr. Baker, Ms. Pickle and Mr. Tumminello, with Mr. Baker serving as chair.

Organization and Compensation Committee

The responsibilities of our Organization and Compensation Committee will be more fully described in our Organization and Compensation Committee charter, and we anticipate that our Organization and Compensation Committee, among other duties, will:

• review the Executive Chairman and CEO’s performance and approve the Executive Chairman and CEO’s compensation;

• approve the compensation of certain other executive officers and executive compensation and benefit programs generally;

• review and approve executive employment agreements, severance agreements and change-in-control agreements, along with any amendments to such agreements;

• assess and discuss with the Board the relationship between the inherent risk in executive compensation plans, executive compensation arrangements and executive performance goals and payouts, and how the level of risk corresponds to DT Midstream’s business strategies;

• review compensation disclosure and recommend inclusion in DT Midstream’s annual report or proxy statement;

• review DT Midstream’s policies and programs promoting diversity and inclusion among DT Midstream’s employees and executive officers;

• recommend to the full Board the executive officers to be appointed by the Board;

• review succession and talent planning;

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• evaluate the independence of the independent compensation consultant, if any, at least annually;

• review and discuss with management any transactions with the independent compensation consultant, if any, or its affiliates; and

• retain independent outside professional advisors, as needed.

The Organization and Compensation Committee is expected to consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the NYSE, Rule 10C-1 under the Exchange Act and under our categorical standards and will be “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act). Upon completion of the Spin-Off, we expect our Organization and Compensation Committee will consist of Mr. Lassiter, Mr. Tumminello and Mr. Wilson, with Mr. Wilson serving as chair.

Corporate Governance

Our Commitment to Sound Corporate Governance

At DT Midstream, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our shareholders. Our governance structure will enable independent, experienced and accomplished directors to provide advice, insight and oversight to advance the interests of DT Midstream and our shareholders. We will strive to maintain sound governance standards, to be reflected in our Governance Guidelines, Code of Business Conduct and Ethics, our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls.

The following documents will be made available on the Corporate Governance section of our website in connection with the Spin-Off, where you will be able to access information about corporate governance at DT Midstream:

• Governance Guidelines;

• Code of Business Conduct and Ethics;

• Categorical Standards for Director Independence;

• Related Persons Transactions Policy;

• Corporate Policy on Political Participation;

• information about our confidential ethics violation reporting program, which allows DT Midstream employees and other stakeholders to identify potential instances of non-compliance or unethical practices confidentially and outside the usual management channels; and

• information about how to communicate concerns to the Board and management.

The information on our website is not, and shall not be deemed to be, a part of this Information Statement or incorporated into any other filings we make with the SEC.

Criteria for Board Membership

We believe our Board should be comprised of directors who have had high-level executive experience, have been directors on other boards, or worked extensively with public company boards and have been tested through economic downturns and crises. Industry experience, regional relationships and broad diversity of experience and backgrounds are also factors in Board nominee selection. The Board’s Governance Guidelines will confirm that we believe that it is desirable for Board members to possess diverse characteristics of gender, race, ethnicity and age, and we will consider those factors in Board evaluation and in the identification of candidates for Board membership. We believe this type of composition enables the Board to oversee the management of the business and affairs of DT Midstream effectively.

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The Corporate Governance Committee is expected to consider candidates who have been properly nominated by shareholders, as well as candidates who have been identified by Board members and DT Midstream personnel. In addition, the Corporate Governance Committee may use a search firm to assist in the search for candidates and nominees and to evaluate the nominees’ skills against the Board’s criteria. Based on its review of all candidates, the Corporate Governance Committee is expected to recommend a slate of director nominees for election at the annual meeting of shareholders. The slate of nominees may include both incumbent and new nominees.

Potential candidates are expected to be reviewed and evaluated by the Corporate Governance Committee, and selected candidates are expected to go on to be interviewed by one or more Corporate Governance Committee members. An invitation to join the Board is expected be extended by the Board itself, through the Executive Chairman and the Chair of the Corporate Governance Committee.

Under our Amended and Restated Bylaws, a group of up to 20 shareholders owning 3% or more of DT Midstream’s outstanding common stock continuously for at least three years may nominate and include in our proxy materials a candidate for the Board, which we refer to as a “Shareholder Nominee,” provided that the shareholder(s) and the Shareholder Nominee satisfy the requirements specified in our Amended and Restated Bylaws. The total number of Shareholder Nominees that we must include in our proxy materials in a given year shall not exceed 20% of the number of directors in office at the time of the nomination.

Board Leadership Structure

The Corporate Governance Committee is expected to routinely review our governance practices and board leadership structure.

As of the completion of the Spin-Off, it is expected that Robert Skaggs, Jr. will serve as Executive Chairman. Under our Governance Guidelines, the Board is expected to designate a non-employee director to serve as a Lead Independent Director when the Chairman is not independent. It is expected that Wright Lassiter III will be elected to serve as Lead Independent Director by a majority of the independent directors promptly following the completion of the Spin-Off.

In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Board will be divided into three classes as nearly equal in size as practicable. The term of the first class of directors will expire upon the election of directors at our 2022 annual meeting of the shareholders; the term of the second class of directors will expire upon the election of directors at our 2023 annual meeting of the shareholders and the term of the third class of directors will expire upon the election of our directors at the 2024 annual meeting of the shareholders. Directors elected at the 2022 and 2023 annual meeting of the shareholders will hold office until the 2024 annual meeting of the shareholders. Commencing with the 2024 annual meeting of the shareholders, each director will be elected annually for at term of one year. The division of our Board into three classes may delay or prevent a change of our management or change in control of DT Midstream.

Assessment of Board and Committee Performance

The Board is expected to evaluate its performance annually. In addition, each Board committee is expected to perform an annual self-assessment to determine its effectiveness. Each Board member is also expected to perform an intensive annual peer review of the other directors who have served one year or more. The results of the Board and committee self-assessments are expected to be discussed with the Board and each committee, respectively. The results of the individual peer review is expected to be reviewed by the Chair of the Corporate Governance Committee and is expected to be discussed with the Corporate Governance Committee. The Chair of the Corporate Governance Committee is expected to discuss the results of the peer review with individual directors, as directed by the Corporate Governance Committee.

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Terms of Office

The Board is not expected to establish term limits for directors. We expect to assure the independence and ongoing effectiveness of each independent director through the individualized peer assessment process described above, in which each Board member annually is expected to undergo a rigorous evaluation by the other members. In addition, the Corporate Governance Committee of the Board is expected to establish policies that independent directors should not stand for election after attaining the age of 72, unless the Board waives this provision when circumstances exist which make it prudent to continue the service of the particular independent director. Directors who are retired CEOs of DT Midstream or our subsidiaries shall not stand for election after attaining the age of 70. Except for the CEO, who may continue to serve as a director after retirement for so long as he or she is serving as Chairman, any other employees who are also directors will not stand for re-election after retiring from employment with DT Midstream.

Board Risk Oversight Functions

The Board is expected to receive, review and assess reports from the Board committees and from management relating to enterprise-level risks. Each Board committee is expected to be responsible for overseeing and considering risk issues relating to their respective committee and reporting their assessments to the full Board at each regularly scheduled Board meeting. When granting authority to management, approving strategies and receiving management reports, the Board and committees are expected to consider, among other things, the risks we face.

Each Board committee is expected to review management’s assessment of risk for that committee’s respective area of responsibility. As part of its oversight function, the Board is expected to discuss any risk conflicts that may arise between the committees or assign to a committee risk issues that may arise which do not fall within a specific committee’s responsibilities.

Board Committee	Areas of Risk Oversight
Audit Committee	Overall review of risk issues, policies and controls associated with our overall financial reporting and disclosure process and legal compliance, and review policies on risk control assessment and accounting risk exposure, as well as cyber security risk.
Finance Committee	Review of financial, capital, credit and insurance risk.
Organization and Compensation Committee	Assess and discuss with the Board the relationship between the inherent risks in executive compensation plans, executive compensation arrangements and executive performance goals and payouts, and how the level of risk corresponds to DT Midstream’s business strategies.
Corporate Governance Committee	Review risks associated with DT Midstream’s governance practices and the interaction of DT Midstream’s governance with enterprise risk-level management.
Environmental, Social and Governance Committee	Review DT Midstream’s risk exposures as they relate to ESG Matters and the management of those risks.

All Board committees are expected to meet periodically with members of senior management to discuss the relevant risks and challenges facing DT Midstream. In addition to its regularly scheduled committee meetings, the Audit Committee is expected to meet with the Chief Financial Officer, the General Auditor and the independent registered public accounting firm in executive sessions at least semi-annually, and is expected to meet with the General Counsel and the Chief Compliance Officer at least annually in separate executive sessions. DT Midstream’s General Auditor is expected to attend all Audit Committee meetings. The Chief Financial Officer is expected to meet annually with either the Audit Committee or the full Board to update the members on

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DT Midstream’s enterprise-level risk management. The General Auditor and the Chief Financial Officer is expected to also periodically meet with the other Board committees and the full Board as may be required.

We also expect to utilize an internal Risk Management Committee, which is expected to be chaired by the CEO and comprised of the Chief Financial Officer, Chief Administrative Officer, General Counsel and other senior officers. Among other things, the internal Risk Management Committee is expected to direct the development and maintenance of comprehensive risk management policies and procedures, and is expected to set, review and monitor risk limits on a regular basis for enterprise-level risks, counter-party credit and commodity-based exposures.

We believe that the committee structure of risk oversight will be in the best interests of DT Midstream and our shareholders. Each committee member is expected to have expertise on risks relative to the nature of the committee on which he or she sits. With each committee reporting on risk issues at full Board meetings, the entire Board is expected to be in a position to assess the overall risk implications, to evaluate how they may affect DT Midstream and to provide oversight on appropriate actions for management to take.

Procedures for Approval of Related Persons Transactions

Prior to the completion of the Spin-Off, our Board will adopt a written policy regarding the review, approval and ratification of transactions with related persons as set forth in our Corporate Governance Committee Charter and the Code of Business Conduct and Ethics.

We anticipate that this policy will provide that our Corporate Governance Committee review each of DT Midstream’s transactions in which any “related person” had, has or will have a direct or indirect material interest. In general, “related persons” are our directors, director nominees, executive officers and shareholders beneficially owning more than 5% of our outstanding common stock and immediate family members or certain affiliated entities of any of the foregoing persons. We expect that our Corporate Governance Committee will approve or ratify only those transactions that are fair and reasonable to DT Midstream and in DT Midstream and its shareholders’ best interests.

A director may not be involved in a business transaction in which the director has a conflict of interest with DT Midstream. Anything that could present a conflict of interest for a director may also present a conflict of interest if it is related to a member of his or her immediate family. Because potential conflicts of interest may not always be clear cut, directors, individuals subject to Section 16 of the Exchange Act and senior executive officers will be expected to disclose any material transaction or relationship that involves, or may involve, a conflict of interest or potential conflict of interest with DT Midstream promptly to the chair of DT Midstream’s Corporate Governance Committee or the Executive Chairman of the Board, who may consult with legal counsel, as appropriate.

Communications with the Board

We expect to establish several methods for shareholders or other non-affiliated persons to communicate their concerns to our directors. Concerns regarding auditing, accounting practices, internal controls, or other business ethics issues may be submitted to the Audit Committee through its reporting channel:

By telephone:	By Internet:	By mail:
(855) 222-0671	www.lighthouse-services.com/ dtmidstream	For auditing, accounting or internal control matters:	For business ethics issues:
		DT Midstream, Inc.	DT Midstream, Inc.
		Audit Committee	Ethics and Employee Issues
		One Energy Plaza Detroit, Michigan 48226	One Energy Plaza Detroit, Michigan 48226

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Any other concern may be submitted to the Corporate Secretary by mail for prompt delivery to the Lead Independent Director at: Lead Independent Director, c/o Corporate Secretary, DT Midstream, Inc., One Energy Plaza, Detroit, Michigan 48226.

Director Compensation

We expect to adopt a competitive compensation program for our non-employee directors effective immediately following the Distribution that will enable us to attract and retain high-quality directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our shares of common stock to further align their interests with those of our shareholders. Directors who are also employees of DT Midstream are not expected to receive any additional compensation for their services as directors. We have not yet paid any compensation to our non-employee directors.

Following the Distribution, our non-employee directors’ annual compensation is currently expected to consist of the following cash and equity-based compensation components:

Cash Compensation
Cash retainer	$80,000 annually.
Committee chair retainer	$20,000 annually for Audit Committee Chair; $15,000 annually for Organization and Compensation Committee Chair; and $10,000 annually for each of the Corporate Governance Committee Chair, Finance Committee Chair and Lead Independent Director.
Additional 2021 Board or Committee Meetings	$1,000 per meeting for each board or committee meeting in excess of six meetings for each type of meeting during calendar year 2021.
Equity Compensation
Upon election to the initial Board	A variable number of restricted stock units of DT Midstream common stock valued at $100,000, subject to a 4-year vesting period.
Annual equity compensation	A variable number of phantom share awards of DT Midstream valued at $100,000 annually.

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EXECUTIVE COMPENSATION

The following discussion relates to the compensation of our principal executive officer and our two other most highly compensated executive officers, as determined under the rules of the SEC, based on compensation paid to or earned by such individuals for the fiscal year ended December 31, 2020. These executive officers, whom we refer to as our “Named Executive Officers,” are David Slater, who currently serves as President and Chief Operating Officer, DTE Gas Storage and Pipelines and who will serve as our President and Chief Executive Officer following the Spin-Off; Jeffrey Jewell, who currently serves as Vice President, Treasurer & Chief Risk Officer of DTE Energy and will serve as our Chief Financial Officer following the Spin-Off; and Richard Redmond, who currently serves as President, DTE Gathering and Processing of DTE Energy and will serve as our Chief Administrative Officer following the Spin-Off.

Expected DT Midstream Executive Compensation Following the Spin-Off

In connection with the Spin-Off, our Board of Directors, which we refer to as the “Board,” will establish our Organization and Compensation Committee, which we expect to consist entirely of independent directors. Following the Spin-Off, our Organization and Compensation Committee will determine DT Midstream’s executive compensation policies and programs. While DT Midstream has engaged in preliminary discussions regarding its anticipated programs and policies with the Organization and Compensation Committee of the DTE Energy Board, which we refer to as the “DTE Energy O&C Committee,” DT Midstream has not yet made any final determinations with respect to the compensation of the Named Executive Officers following the Spin-Off, and any such determinations remain subject to the review and approval of our Board or Organization and Compensation Committee.

The following table sets forth the expected base salary, annual target incentive award and aggregate annual grant date target value of long-term incentive awards to the Named Executive Officers following the Spin-Off, which terms are based on preliminary discussions between DT Midstream and the DTE Energy O&C Committee. It is expected that our Organization and Compensation Committee will review such target compensation payable to the Named Executive Officers following the Spin-Off and develop and approve appropriate performance measures, goals, targets and objectives appropriate to DT Midstream. The compensation to be paid and awarded to the Named Executive Officers following the Spin-Off will be made pursuant to DT Midstream benefit plans and arrangements, which we expect to establish in connection with the Spin-Off. Other than as described below, we have not yet entered into, or determined the specific terms of, such plans or arrangements.

Name and Position Following the Spin-Off	Base Salary ($)		Target Annual Incentive Award ($)		Target Long-Term Incentive Awards ($)		Total Target Compensation ($)
David Slater
President and Chief Executive Officer		600,000		600,000		1,950,000		3,150,000
Jeffrey Jewell
Chief Financial Officer		430,000		344,000		688,000		1,462,000
Richard Redmond
Chief Administrative Officer		425,000		297,500		382,500		1,105,000

In connection with the Spin-Off, we expect to grant to certain employees, including Messrs. Slater and Jewell and our Executive Chairman, Mr. Skaggs, initial equity awards, which we expect to vest (i) with respect to Messrs. Slater and Jewell, 25% on each of the second and third anniversaries of the date of grant and 50% on the fourth anniversary of the date of grant and (ii) with respect to Mr. Skaggs, 50% on each of the first and second anniversaries of the date of grant. The expected grant date value of the initial equity awards to be made to the Named Executive Officers and our Executive Chairman is as follows: Mr. Slater – $3,600,000; Mr. Jewell – $2,000,000; and Mr. Skaggs – $2,000,000. In addition, the DTE Energy O&C Committee approved a cash retention grant of $400,000 to Mr. Redmond, which is payable upon the earlier of the six-month anniversary of the Spin-Off and July 27, 2022 (the 21-month anniversary of the announcement by DTE Energy of the Spin-Off). We expect to grant the initial equity awards under the DT Midstream, Inc. Long-Term Incentive Plan, which we refer to as the “DT Midstream LTIP” and is described in “—DT Midstream, Inc. Long-Term Incentive Plan” beginning on page 166 of this Information Statement.

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In connection with the Spin-Off, we expect to establish a tax-qualified 401(k) plan and a supplemental savings plan, which will allow for the deferral of compensation in excess of various Internal Revenue Code limits imposed on tax qualified plans. Following the Spin-Off, and subject to the terms of the applicable plans and Internal Revenue Code limits, we expect to make employer contributions to the 401(k) plan and supplemental savings plan, if applicable, and an employer matching contribution, in each case, for each DT Midstream employee, including the Named Executive Officers. In addition, following the Spin-Off, we expect to make annual contributions to the supplemental savings plan of approximately $120,000, $77,400 and $72,250 for Messrs. Slater, Jewell and Redmond, respectively, in respect of benefits each Named Executive Officer would otherwise have been entitled to receive under DTE Energy benefit plans.

Historical Compensation Paid or Awarded Under DTE Energy Plans and Arrangements

This discussion relates to the historical compensation paid or earned by the Named Executive Officers while DT Midstream was owned and operated by DTE Energy. The amounts and forms of compensation reported below do not necessarily reflect the compensation that the Named Executive Officers will receive for their services on our behalf following the Spin-Off because their historical compensation was determined by DTE Energy and future compensation levels will be determined based on the compensation policies, programs and procedures to be established by our Board or Organization and Compensation Committee.

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the rules of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation.

Summary Compensation Table

The table below summarizes the total compensation earned by each of the Named Executive Officers for the fiscal year ended December 31, 2020.

Name and Principal Position (1)	Year		Salary ($)(2)		Stock Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
David Slater
President and Chief Executive Officer		2020		434,615		646,555		517,600		174,957		125,348		1,899,075
Jeffrey Jewell
Chief Financial Officer		2020		373,462		1,210,955		264,000		243,355		54,507		2,146,279
Richard Redmond
Chief Administrative Officer		2020		331,539		527,800		337,800		175,322		91,243		1,463,703

(1) Reflects the Named Executive Officer’s title following the Spin-Off.

(2) The base salary amounts reported include amounts which were voluntarily deferred by the Named Executive Officers into the DTE Energy Company Supplemental Savings Plan (a nonqualified 401(k) plan, which we refer to as the “DTE Supplemental Savings Plan”). The amounts deferred by each of the Named Executive Officers were as follows:

Name	Deferred Amount ($)
David Slater		15,269
Jeffrey Jewell		10,377
Richard Redmond		7,023

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(3) The amounts in this column represent the grant date fair value of the restricted stock and performance shares granted in 2020 in accordance with ASC Topic 718, calculated using the closing price of a share of DTE Energy’s common stock as of the applicable grant date. The shares of restricted stock were granted to each of the Named Executive Officers on January 29, 2020 under the DTE Energy Long-Term Incentive Plan, which we refer to as the “DTE LTIP,” and will vest on January 29, 2023, subject to continued service through the vesting date. For Mr. Jewell, this column also includes a one-time retention award of 9,000 shares of restricted stock granted on May 4, 2020, 5,000 shares of which will vest on May 4, 2023 and 4,000 shares of which will vest on May 4, 2026. The performance shares were granted to each of the Named Executive Officers on January 29, 2020 with a performance measurement period from January 1, 2020 through December 31, 2022. For Mr. Redmond, this column includes an additional grant of performance shares granted on January 29, 2020 in connection with an acquisition completed in late 2019. All performance shares in this column are reported assuming target performance. Assuming maximum level of performance, the aggregate grant date values of performance shares granted in 2020 are as follows: Mr. Slater - $897,260; Mr. Jewell - $422,240; and Mr. Redmond - $633,360. Additional information related to the 2020 grants is described in the “—Narrative Disclosure to Summary Compensation Table—Long-Term Incentives” beginning on page 163 of this Information Statement.

(4) The amounts in this column represent the annual incentive amounts paid to the Named Executive Officers under the DTE Energy Annual Incentive Plan, which we refer to as the “DTE Annual Incentive Plan.”

(5) The amounts in this column represent the aggregate change in the actuarial present values of accumulated benefits under the DTE Energy Company Retirement Plan, which we refer to as “DTE Retirement Plan,” for Messrs. Jewell and Redmond, the DTE Energy Company Supplemental Retirement Plan, which we refer to as “DTE SRP,” for Messrs. Jewell and Redmond, and the DTE Energy Company Executive Supplemental Retirement Plan, which we refer to as “DTE ESRP,” for each of the Named Executive Officers. The measurement period for 2020 was the calendar year. Amounts in this column change from year to year based on a number of different variables. The primary variable is the discount rate used for valuation purposes. The discount rates used for 2020 valuations were 2.57% for the DTE Retirement Plan, 1.94% for the DTE SRP, and 2.09% for the DTE ESRP.

(6) The following table provides a breakdown of the amounts reported in this column:

Name	Company Contributions to the DTE Savings Plan ($)*		Company Contributions to the DTE Supplemental Savings Plan ($)*, **		Additional Benefits ($)***		Total ($)
David Slater		25,154		17,708		82,486		125,348
Jeffrey Jewell		14,598		7,809		32,100		54,507
Richard Redmond		14,481		5,412		71,350		91,243

* The matching contributions reflected in these two columns are predicated on the Named Executive Officers making contributions from eligible compensation to the DTE Energy Savings and Stock Ownership Plan (a tax-qualified 401(k) plan, which we refer to as the “DTE Savings Plan”) and the DTE Supplemental Savings Plan. The total combined employer matching contributions between the plans cannot exceed 6% of eligible compensation for each of the Named Executive Officers. For Mr. Slater, this combined amount also includes an additional 4% company contribution in lieu of participation in the DTE Retirement Plan.

** The DTE Supplemental Savings Plan provides for deferring compensation in excess of various Internal Revenue Code limits imposed on tax qualified plans, including the maximum employee pre-tax and roth contribution limit, $19,500 plus $6,500 per year catch-up contributions for 2020, and the compensation limit of $285,000 for 2020. The DTE Supplemental Savings Plan account balances are paid only in cash to the Named Executive Officers upon a termination of employment.

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*** The value attributable to executive benefits for the Named Executive Officers. The Named Executive Officers receive an annual cash executive benefit allowance in lieu of certain non-cash executive benefits. This cash allowance was eliminated for Mr. Slater effective March 2020. Mr. Slater received $76,392 and Mr. Redmond received $43,968 in relocation expense compensation. See the “—Narrative Disclosure to Summary Compensation Table—Executive Benefits” on page 163 of this Information Statement for additional information related to executive benefits.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to outstanding equity awards of DTE Energy held by each of our Named Executive Officers as of December 31, 2020.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)
David Slater		3,900		473,499		9,407		1,142,104
Jeffrey Jewell		11,300		1,371,933		5,521		670,305
Richard Redmond		2,100		254,961		6,834		829,716

(1) Represents the total number of unvested shares of restricted stock granted on January 31, 2018, January 30, 2019, and January 29, 2020. Each of these grants will vest on the third anniversary of the grant date. Included in the total for Mr. Jewell are unvested shares of restricted stock granted on May 4, 2020 for retention purposes. These shares will vest over six years from the grant date, with approximately 55% vesting on the third anniversary of the grant date and the remainder vesting on the sixth anniversary of the grant date.

(2) Represents the market value of unvested shares of restricted stock calculated by multiplying the number of unvested shares of restricted stock by the closing price of DTE Energy common stock on December 31, 2020 ($121.41 per share).

(3) Represents the total number of unvested performance shares (rounded to the nearest whole share), at target level of performance, granted on January 31, 2018, January 30, 2019, and January 29, 2020. Included in the total for Mr. Redmond are unvested performance shares granted on January 29, 2020 in connection with an acquisition that occurred in late 2019. The payout, if any, will occur after the end of the three-year performance period.

(4) Represents the market value of the unvested performance shares calculated by multiplying the number of unvested performance shares by the closing price of DTE Energy common stock on December 31, 2020 ($121.41 per share).

Narrative Disclosure to Summary Compensation Table

The following describes the material features of the compensation disclosed in the Summary Compensation Table.

Base Salary

The objective of base salary is to provide a stable, fixed source of income that reflects each executive’s job responsibilities, experience, value to DTE Energy and demonstrated performance.

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Annual Incentives

The objective of the annual incentives is to compensate individuals yearly based on the achievement of specific annual goals and tie compensation to near-term performance. During 2020, the Named Executive Officers participated in the DTE Annual Incentive Plan. The DTE Energy O&C Committee sets individual performance measures, metrics and targets for the Named Executive Officers for each year. These performance measures, metrics and targets are generally related to the performance of DTE Energy and its operations and business units, including the Gas Storage and Pipelines business, and were not specific to the Spin-Off.

The amount of an executive’s award under the DTE Annual Incentive Plan is determined as follows:

• The executive’s most recent year-end base salary is multiplied by a target percentage to arrive at the target award.

• The overall performance payout percentage, which can range from 0% to 175%, is determined based on final results compared to threshold, target and maximum levels for each objective.

• The target award is then multiplied by the performance payout percentage to arrive at the pre-adjusted calculated award.

• The pre-adjusted calculated award is then adjusted by an individual performance modifier (based on an assessment of an individual executive’s achievements for the year) to arrive at the final award.

Each objective has a threshold, target and maximum level. DTE Energy or the relevant business unit must attain a minimum level of achievement for an objective before any compensation is payable with respect to that objective. The minimum established level of each objective will result in payout of 25% of target and the maximum established for each level (or better) will result in a payment of 175% of target. For 2020, the performance objectives for calculating the pre-adjusted annual incentive award amounts for Messrs. Slater and Redmond included financial measures based on DTE Energy operating earnings per share, Gas Storage and Pipelines business operating earnings and adjusted cash flow, safety and engagement measures, operating excellence measures and business development for the Gas Storage and Pipelines business. The aggregate weighted payment percentage for the 2020 pre-adjusted calculated award was 140% for Messrs. Slater and Redmond. For 2020, the performance objectives for calculating the pre-adjusted annual incentive award amounts for Mr. Jewell included financial measures based on DTE Energy operating earnings per share and adjusted cash flow, customer satisfaction measures, safety and engagement measures and operating excellence. The aggregate weighted payment percentage for the 2020 pre-adjusted calculated award was 130% for Mr. Jewell.

The pre-adjusted awards were adjusted by an individual performance modifier of 120% for each of the Named Executive Officers. Individual performance criteria was set at the beginning of the calendar year for each of the Named Executive Officers. For 2020, qualitative criteria included, as applicable, leadership performance, overall operational performance, employee engagement and customer performance, diversity and inclusion, continuous operational improvements and other appropriate operating measures.

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Long-Term Incentives

During 2020, DTE Energy awarded long-term incentives under the DTE LTIP in order to reward the Named Executive Officers with stock-based compensation to ensure that the executives have a vested interest in the long-term financial health, management and success of DTE Energy.

• Performance Shares. Performance shares entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination of the two, in the plan administrator’s discretion, depending on the level of achievement of performance measures, ranging from a 50% payout if threshold measures are achieved to a 200% payout if maximum measures are achieved. The performance measurement period for the 2020 grants is January 1, 2020 through December 31, 2022. Payments earned from the 2020 annual grants for Messrs. Slater and Redmond will be based on three performance measures weighted as follows: (i) DTE Energy total shareholder return versus shareholder return of peer group (40%), (ii) balance sheet health - FFO to debt (10%) and (iii) operating earnings of the Gas Storage and Pipelines business (50%). For Mr. Jewell, payments earned from the 2020 grants will be based on two performance measures weighted as follows: (i) DTE Energy total shareholder return versus shareholder return of peer group (80%) and (ii) balance sheet health - FFO to debt (20%). Mr. Redmond also received a performance share grant on January 29, 2020 in connection with an acquisition that occurred in late 2019, the payment of which will be based on the overall financial performance of the Gas Storage and Pipelines business during the performance period and the actual performance of the acquired businesses with a maximum payout of 100% of target. In the event a participant retires (age 65 or age 55 or older with at least 10 years of service), dies or becomes disabled, the participant or beneficiary retains the right to a pro-rated number of the performance shares that would otherwise have been payable based upon actual results for the entire performance period. Currently, Mr. Redmond is eligible to retire, and Mr. Slater becomes eligible to retire on April 11, 2021. In the event of a participant’s termination of employment for any other reason, the participant forfeits all rights to any outstanding performance shares. Dividends or dividend equivalents are not paid on unvested or unearned performance shares.

• Restricted Stock. The restricted stock awards are time-based and generally include a three-year vesting period. The three-year vesting period requires continued employment through the restriction period. In the event a participant dies or becomes disabled, the participant or beneficiary retains the right to a pro-rated number of restricted stock. In the event of a participant’s termination of employment for any other reason, the participant forfeits all rights to any outstanding shares of restricted stock.

For a description of the expected treatment of DTE Energy equity awards in connection with the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 72 of this Information Statement.

Executive Benefits

DTE Energy provides executives, including the Named Executive Officers, with certain benefits generally not available to other DTE Energy employees as a matter of competitive practice and as a retention tool. During 2020, DTE Energy provided a cash allowance to certain executives, including the Named Executive Officers, in lieu of executive benefits typically provided by other companies. The executive is permitted to use the allowance as he or she deems appropriate. Although the allowance is taxable for income tax purposes, it is not considered as compensation for any DTE Energy incentive or benefit program. The cash allowance was eliminated for Mr. Slater effective March 2020.

During 2020, certain executives were also eligible for both tax-qualified and non-qualified retirement benefits which are commonly offered by other employers in DTE Energy’s peer group. For further description of the supplemental retirement benefits, see the section entitled “—Pension and Deferred Compensation” below.

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Post-Termination Benefits

None of the Named Executive Officers is party to an employment agreement. However, as of December 31, 2020, each of the Named Executive Officers was party to a Change-In-Control Severance Agreement with DTE Energy. The agreements are intended to provide continuity of management in the event there is a change in control (as defined in the applicable Change-In-Control Severance Agreement) of DTE Energy and to align executive and shareholder interests in support of corporate transactions. The Spin-Off will not constitute a change in control for purposes of the Change-in-Control Severance Agreements.

The Change-In-Control Severance Agreements provide for severance compensation in the event that the executive’s employment is terminated (actually or constructively) within two years after a change in control of DTE Energy. Upon such termination, the executive will be entitled to a cash severance benefit equal to the sum of (i) a multiple of the executive’s base salary plus annual bonus, assuming target performance goals for such year would be met, plus (ii) a lump sum payment of the executive’s pro-rated annual bonus (reduced by any pro-rated annual bonus otherwise paid because of the executive’s termination). The multiple for Mr. Slater is 200% and for Messrs. Jewell and Redmond is 150%. An additional amount is paid as consideration for the prohibition against engaging in any competitive activity for one year after termination that is imposed by the Change-In-Control Severance Agreement. The additional amount for Mr. Slater is 100% and for Messrs. Jewell and Redmond is 50%, in each case, of the executive’s base salary plus annual bonus, assuming target performance goals for such year would be met. Severance payments also include payment by DTE Energy for outplacement services by a firm selected by the Named Executive Officer in an amount up to 15% of the Named Executive Officer’s base pay. The Change-in-Control Severance Agreements do not provide any gross-up payments for the purposes of payment of excise tax.

In addition, assuming a termination on December 31, 2020, Messrs. Slater and Jewell would have received an additional two years of compensation credits for purposes of the DTE ESRP, and a cash payment representing health care and other welfare benefits for two years, while Mr. Redmond would have received an additional 8.5 months of compensation credits for purposes of the DTE ESRP, and a cash payment representing healthcare and other welfare benefits for 8.5 months. If the executive is subject to DTE Energy’s mandatory retirement policy (as are the Named Executive Officers), the benefits provided under a Change-In-Control Severance Agreements are subject to reduction depending on the executive’s age at termination.

In addition, the DTE LTIP provides that all restricted stock awards and performance shares will become vested or will be earned (as applicable) upon the occurrence of a change in control. Performance shares will be based on the greater of target performance or actual performance through the change in control date. If a change-in-control event occurs and the new or acquiring entity replaces or continues the awards, all restricted stock awards and performance shares will become vested or will be earned (as applicable) as of the earlier of the date specified in the award agreement or the executive’s qualifying termination, which generally must occur within two years after the change in control date.

Pension and Deferred Compensation

As of December 31, 2020, the Named Executive Officers participated in various pension and deferred compensation plans maintained by DTE Energy as described in more detail below.

Pension Benefits

Substantially all non-represented DTE Energy employees hired prior to 2012 are eligible to participate in DTE Energy’s tax-qualified pension plan, the DTE Retirement Plan. The Named Executive Officers may also be eligible to participate in our nonqualified pension plans, the DTE SRP, and the defined contribution component of the DTE ESRP, which we refer to as the “DTE DC ESRP.” During 2020, all the Named Executive Officers participated in the DTE DC ESRP, and Messrs. Jewell and Redmond also participated in the DTE Retirement Plan and the DTE SRP.

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Tax-Qualified Retirement Plan

The DTE Retirement Plan includes a number of different benefit accrual formulas including the New Horizon Cash Balance component of the DTE Retirement Plan, which we refer to as the “Cash Balance Plan,” in which Messrs. Jewell and Redmond participate. The benefits provided under the Cash Balance Plan are expressed as a lump sum. The cash balance benefit increases each year with contribution credits and interest credits. Contribution credits equal 7% of eligible earnings (base salary and annual corporate incentive payments under the DTE Annual Incentive Plan) for an employee with 30 years or less of credited service and 7.5% of eligible earnings for an employee with more than 30 years of credited service. Interest credits are based on the average 30-year Treasury rates for the month of September prior to the plan year. Interest on each year’s January 1 benefit is added the following December 31. The interest credit does not apply to the contribution for the current year. Upon termination of employment, a vested employee may, at any time, elect to receive the value of his benefit. If an employee elects to defer the benefit, interest credits will continue to accrue on the deferred benefit until the distribution of the benefit begins. An employee may elect to receive the benefit as a lump sum payout or as a monthly annuity, but not both. If an employee elects the lump-sum option, the entire lump sum is eligible to be rolled over to another qualified plan or IRA. As of December 31, 2020, Messrs. Jewell and Redmond were eligible for the full value of their plan benefit.

Nonqualified Retirement Plans

• DTE SRP. The benefits provided under the DTE SRP are those benefits that would otherwise have been paid under the DTE Retirement Plan but for the limitations imposed on qualified plans by the Internal Revenue Code. The benefits under the DTE SRP are payable in a lump sum or in annual installments from two to 15 years. Messrs. Jewell and Redmond participated in the DTE SRP during 2020.

• DTE DC ESRP. The DTE ESRP includes the DTE DC ESRP, a defined-contribution approach to nonqualified supplemental pension benefits. The DTE DC ESRP provides for a benefit equal to a stated percentage of base salary and annual corporate incentive payments under the DTE Annual Incentive Plan that is credited to a bookkeeping account on behalf of eligible executives. The contribution percentage is 10% for Mr. Slater and 7% for Messrs. Jewell and Redmond. Vesting of the benefit under the DTE DC ESRP occurs at a rate of 20% per anniversary year. As of December 31, 2020, all the Named Executive Officers were 100% vested in their DTE DC ESRP accounts. The benefits under the DTE DC ESRP are payable in a lump sum or annual installments from two to 15 years. In the event of a termination in connection with a change in control on December 31, 2020, pursuant to the Change-In-Control Severance Agreements, Messrs. Slater and Jewell would have received an additional two years of compensation credits for purposes of the DTE DC ESRP or any successor plan and Mr. Redmond would have received an additional 8.5 months of compensation credits.

Deferred Compensation

Tax-Qualified Deferred Compensation

All the Named Executive Officers participated in the DTE Savings Plan during 2020. A participant may contribute up to 100% (less applicable FICA taxes and other legally required or voluntary deductions) of eligible compensation to the DTE Savings Plan as pretax, Roth, after-tax and, if applicable, a catch-up contribution basis. Participants are 100% vested at all times in the value of their contributions. DTE Energy contributes $1 to the participant’s DTE Savings Plan account for each $1 the participant contributes on the first 4% of eligible compensation. DTE Energy contributes $0.50 for each $1 contributed on the next 4% of eligible compensation. Company contributions are made in DTE Energy stock. Mr. Slater receives an additional 4% company contribution to the DTE Savings Plan in lieu of participating in the DTE Retirement Plan. As of December 31, 2020, all the Named Executive Officers were vested in their company matching contributions.

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Participants may direct their contributions and redirect from DTE Energy stock any related company contributions to any investment option available under the DTE Savings Plan, subject to certain trading restrictions.

Nonqualified Deferred Compensation

The benefits provided under the DTE Supplemental Savings Plan are those benefits that would otherwise have been provided under the DTE Savings Plan, including any company contributions, but for the limitations imposed on qualified plans by the Internal Revenue Code. All the Named Executive Officers participated in the DTE Supplemental Savings Plan during 2020. The percentage a participant may contribute to the DTE Supplemental Savings Plan is the same as the pre-tax percentage that the participant elects to contribute to the DTE Savings Plan. Company matching contributions mirror those under the DTE Savings Plan. The investment options and restrictions are the same as under the DTE Savings Plan, other than investment options available under the self-directed account feature of the DTE Savings Plan.

Participants are 100% vested at all times in the value of their contributions and company matching contributions.

DTE Energy maintains bookkeeping accounts for participants in the DTE Supplemental Savings Plan. In order to comply with Internal Revenue Code Section 409A, there are separate accounts for monies deferred for participant contributions and company matching contributions, on or after January 1, 2005. A participant’s benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each of the investment funds in which contributions and related company contributions have been invested. No actual “contributions” are made to the funds themselves. Earnings and losses are calculated using the daily valuation methodology empowered by the record keeper for each corresponding fund under the DTE Savings Plan.

When a participant terminates employment with DTE Energy, the participant will be eligible to receive the full value of his or her DTE Supplemental Savings Plan account, including all of his or her own contributions and all company matching contributions, adjusted for investment earnings and losses. In the event of death, a lump sum distribution will be paid to the participant’s spouse or designated beneficiary.

Distributions from the DTE Supplemental Savings Plan will be paid in cash. Distributions will be made in accordance with the participant’s distribution election. A participant may elect to take a lump sum distribution or annual payments over a period of not less than two years and not more than 15 years. Lump sums and the first annual installment payments from the participant’s account will be made no later than March 1 of the plan year following the year of termination or next following the latest date to which the participant deferred the distribution under the terms of the plan; however, certain executives must wait a minimum of six months after termination prior to receiving a distribution. Subsequent annual installments will be made no later than March 1 of the installment period.

DT Midstream, Inc. Long-Term Incentive Plan

Prior to the Distribution, our Board intends to adopt a long-term incentive plan, the Long-Term Incentive Plan, which we refer to as the “DT Midstream LTIP.” The following summary describes what we anticipate to be the material terms of the DT Midstream LTIP and is qualified in its entirety by reference to the DT Midstream LTIP, a form of which is filed as an exhibit to the Registration Statement on Form 10, of which this Information Statement is a part.

Participants

Any of our employees or consultants and any member of our Board, whether or not employed by us, will be eligible to participate in the DT Midstream LTIP. An eligible employee, consultant or director becomes a participant if he or she is selected to receive and receives a DT Midstream LTIP award by the plan administrator.

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Plan Administration

Our Board will administer the DT Midstream LTIP with respect to awards made to members of our Board who are not our employees. The committee designated by the Board, which we refer to as the “Committee,” will administer the DT Midstream LTIP with respect to awards made to our employees and consultants. The Committee may delegate to our Chief Executive Officer, our President or a Committee member, all or part of its authority and duties as to awards made to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934, which we refer to as the “Exchange Act.” References in this summary to the “plan administrator” include references to the Committee, any other committee appointed in its place, our Chief Executive Officer or our President, as the context requires.

The plan administrator will have the authority, among others, to select eligible persons to receive awards; determine the terms and conditions of, and all other matters relating to, awards; approve award agreements and the rules and regulations for the administration of the plan; construe and interpret the plan and award agreements; amend the terms of any award, including to accelerate vesting of any award; interpret, administer or reconcile inconsistencies in the plan; and make all other determinations as the plan administrator may deem necessary or advisable for the administration of the plan.

Aggregate Number of Plan Shares

The maximum aggregate number of shares of our common stock that may be issued or acquired and delivered (including in respect of the exercise of incentive stock options) under the DT Midstream LTIP is 3,000,000. The maximum number of shares available under the DT Midstream LTIP will automatically increase on the first day of each fiscal year after the adoption of the plan by the lesser of (i) 1,750,000 shares of our common stock and (ii) such lesser amounts determined by the Board. The total aggregate number of shares of common stock that may be issued or acquired and delivered under the DT Midstream LTIP to any non-employee director cannot exceed 100,000 shares per fiscal year. If any award granted under the DT Midstream LTIP is settled in cash, expires or is forfeited or canceled, then the shares of our common stock subject to such award will again be made available for future grants. Upon exercise or settlement of an award, only the number of shares of our common stock actually issued in connection with such exercise or settlement will reduce the number of shares available for issuance under the DT Midstream LTIP. In addition, if any shares are withheld or tendered to pay the exercise price of an award or to satisfy withholding taxes owed thereupon, such shares will again be available for grants under the DT Midstream LTIP.

Awards

Stock Option Awards

The exercise price of an option will be fixed by the plan administrator but cannot be less than the fair market value of our common stock on the date of grant. The options will be subject to such terms, including the exercise price and the conditions and timing of vesting, exercise and expiration, as may be determined by the plan administrator. The maximum period in which an option may be exercised cannot exceed ten years from the date of grant. The option price may be paid in cash (or cash equivalent) or by such other method as the plan administrator may permit in its sole discretion, including by exchanging shares of our common stock valued at the fair market value at the time the option is exercised and by means of a “net exercise” procedure effected by withholding the minimum number of shares otherwise deliverable in respect of an option that are needed to pay the exercise price and all applicable required withholding taxes. Options granted under the DT Midstream LTIP may be either non-qualified options or incentive stock options.

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Stock Appreciation Rights Awards

Stock appreciation rights, which we refer to as “SARs,” entitle the holder, upon exercise, to receive an amount equal to the appreciation of the shares subject to such award between the grant date and the exercise date. The exercise price of a SAR will be fixed by the plan administrator but cannot be less than the fair market value of our common stock on the date of grant. The maximum period in which a SAR may be exercised cannot exceed ten years from the date of grant. SARs may be granted as standalone awards or in connection with a stock option. SARs granted in connection with a stock option will be subject to the same terms and conditions as the underlying stock option, including with respect to exercisability. SARs may be settled in cash, shares of our common stock or a combination of the two, as determined by the plan administrator in its discretion.

Restricted Stock Awards

Restricted stock awards are a grant of shares of our common stock, which may be forfeitable or restricted for a certain period of time. Holders of restricted stock awards will generally have all of the rights of a stockholder (including voting and dividend rights) prior to the time the shares of our common stock become non-forfeitable or transferable. The vesting of restricted stock awards may also be subject to the achievement of performance goals as determined by the plan administrator.

Restricted Stock Unit Awards

Restricted stock unit awards are contractual promises to deliver shares of our common stock in the future, which may be forfeitable for a certain period of time. The vesting of restricted stock unit awards may also be subject to the achievement of performance goals as determined by the plan administrator. The restricted stock unit awards may receive dividend equivalents on the shares of our common stock, which may be paid in cash or shares that may be forfeited if the underlying restricted stock unit awards are forfeited. The restricted stock unit awards may be settled in cash, shares of our common stock or a combination of the two, as determined by the plan administrator in its discretion.

Performance Awards

Performance awards include performance share awards and performance unit awards that are granted subject to vesting or payment, as applicable, based on the attainment of specified performance objectives prescribed by the plan administrator during a performance period. Once earned, a performance award may be settled in cash, shares of our common stock or a combination of the two, as determined by the plan administrator in its discretion. Performance share awards may receive dividend equivalents, however no such dividend equivalents may be paid before the underlying performance share awards are earned and vested.

Other Stock-Based Awards

The plan administrator will be authorized to grant other stock-based awards in such amounts and subject to such terms and conditions as the plan administrator may determine.

Minimum Vesting Requirement

Effective January 1, 2022, at least 95% of the shares of our common stock available to be issued or acquired and delivered under the DT Midstream LTIP will be subject to a vesting or exercise requirement of at least one year of service following the grant of the award.

Changes in Capitalization

If there is a change in our corporate capitalization as a result of a stock dividend, stock split-up, subdivision, consolidation, recapitalization, merger, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or any other non-recurring dividends or distribution or any other event that, in the judgment of the Committee, necessitates adjustment and the Committee determines an adjustment is equitably required, then the plan administrator will make such adjustments as it deems necessary or appropriate in order to prevent dilution or

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enlargement of benefits under the DT Midstream LTIP, including adjusting the number and class of securities reserved for issuance under the DT Midstream LTIP; the number, class of securities and price covered by awards then outstanding under the DT Midstream LTIP; and the numerical limits applicable to shares of our common stock available for issuance under the DT Midstream LTIP, incentive stock options and shares that may be granted to non-employee members of our Board. The Committee will determine the method and manner by which to effect any such equitable adjustment, including replacing any outstanding awards with alternative consideration.

Change in Control

In the event of a change in control, the surviving or acquiring entity may choose either to continue the DT Midstream LTIP and maintain all outstanding awards or to adopt a comparable equity compensation plan and grant new awards in substitution for outstanding awards under the DT Midstream LTIP. If the surviving or acquiring entity does not continue or substitute the outstanding awards, then, as of the date of the change in control, (i) all stock options and SARs will become fully exercisable, (ii) all restricted stock awards will become non-forfeitable and transferable, (iii) all restricted stock unit awards will become non-forfeitable and (iv) all performance shares and performance units will be earned based on the greater of target or actual performance levels through the date of the change in control. Generally, if the surviving or acquiring entity does continue or substitute the outstanding awards and, within two years thereafter, a participant’s employment or service is terminated by us without cause (as such term is defined in the DT Midstream LTIP) (other than due to death, disability or pursuant to our mandatory retirement policy) or by the participant for good reason (as such term is defined in the DT Midstream LTIP), then, as of the date of such termination, (i) all stock options and SARs will become fully exercisable, (ii) all restricted stock awards will become non-forfeitable and transferable, (iii) all restricted stock unit awards will become non-forfeitable and (iv) all performance shares and performance units will be earned based on the greater of target or actual performance levels through the date of termination.

Generally, a change in control occurs for purposes of the DT Midstream LTIP if (i) we or our assets are acquired by another company or we merge with another company and less than 50% of the voting power of the new or acquiring company’s voting securities is held by holders of our voting stock immediately prior to the transaction; (ii) any person (as defined in Section 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of 30% or more of the total voting power of our voting securities; (iii) our shareholders approve a liquidation or dissolution or (iv) within a twelve-month period, our incumbent directors (or new directors approved by our incumbent directors) cease to represent a majority of the Board.

Term and Amendments

The DT Midstream LTIP has a term of ten years. Our Board may amend the plan or terminate it at any time, subject to shareholder approval of any amendment to materially increase the aggregate number of shares of common stock that may be issued or delivered under the plan; reduce the price at which an option is exercisable or otherwise reprice or reoffer substitute options with a lower exercise price; change the types of awards that may be granted; expand the classes of eligible participants; or that otherwise requires the approval of our shareholders to comply with applicable law or the rules of the any stock exchange on which our shares are listed.

Clawback/Forfeiture

DT Midstream LTIP awards may be subject to clawback or forfeiture in the event of an accounting restatement due to material non-compliance with federal securities laws and based on a determination of our Committee. We may recover any excess awards as a result of the restatement from any of our current or former participants who received awards during the three-year period preceding the date on which we are required to prepare an accounting restatement, in accordance with applicable law and regulations, or we may cancel an outstanding award if it was granted based on financial results that were reduced in a subsequent restatement. In addition, award agreements under the DT Midstream LTIP will provide that in the event a participant violates a confidentiality, non-competition or non-solicitation covenant set forth in any agreement between us and such participant, any outstanding awards as of such time will immediately be forfeited.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this Information Statement, DTE Energy beneficially owns all the outstanding shares of our common stock. After the Spin-Off, DTE Energy will not own any shares of our common stock.

The following tables provide information regarding the anticipated beneficial ownership of our common stock at the time of the Distribution. Except as otherwise noted below, we based the share amounts on each person’s beneficial ownership of DTE Energy common stock on March 31, 2021, giving effect to a distribution ratio pursuant to which, for every two shares of DTE Energy common stock he, she or it held, one share of our common stock will be distributed. Immediately following the Spin-Off, we estimate that 96,863,680 shares of our common stock will be issued and outstanding, based on the approximately 193,727,361 shares of DTE Energy shares of common stock outstanding on March 31, 2021. The actual number of shares of our common stock outstanding following the Spin-Off will be determined on [                ], 2021, which we refer to as the “Record Date.”

To the extent our directors and executive officers own DTE Energy common stock at the Record Date of the Spin-Off, they will participate in the Distribution on the same terms as other holders of DTE Energy common stock.

Share Ownership Information for Directors and Officers

The following table shows the number of shares of DT Midstream common stock expected to be beneficially owned by our current directors, named executive officers and directors and executive officers as a group immediately following the Distribution based on the assumptions set forth above. None of these individuals, or the group as a whole, would be expected to beneficially own more than 1 percent of our common stock immediately following the Distribution. Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities he, she or it holds.

Directors and Executive Officers	Common Stock(1)		Phantom Stock		Other Shares That May be Acquired Within 60 days		Total Shares Beneficially Owned
Stephen Baker		—		—		—		—
Jeffrey Jewell		6,872		—		—		6,872
Wright Lassiter III		—		—		—		—
Elaine Pickle		—		—		—		—
Richard Redmond		1,193		—		—		1,193
Robert Skaggs, Jr.		508		—		—		508
David Slater		14,102		—		—		14,102
Peter Tumminello		—		—		—		—
Dwayne Wilson		—		—		—		—
All directors and executive officers as a group (11 persons)								29,764
(1)   Includes directly held common stock held pursuant to the DTE Energy Company Savings and Stock Ownership Plan (tax-qualified 401(k) plan).

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Certain Beneficial Owners

The following table shows all holders known to DT Midstream that are expected to be beneficial owners of more than 5 percent of the outstanding shares of DT Midstream common stock immediately following the completion of the Distribution based on the assumptions set forth above.

Name and Address	Shares			Percent of Class
The Vanguard Group, Inc.		10,797,189	(1)		11.15	%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
Capital World Investors		10,573,541	(2)		10.92	%
333 South Hope Street, 55th Fl
Los Angeles, California 90071
BlackRock, Inc.		7,322,213	(3)		7.56	%
55 East 52nd Street
New York, New York 10055

(1) The information regarding the beneficial ownership of The Vanguard Group, Inc. is based on a Schedule 13G/A filed by such shareholder on February 10, 2021 reporting beneficial ownership of 21,594,379 shares of DTE Energy common stock. Based on the information contained in such Schedule 13G/A, it is anticipated that The Vanguard Group, Inc. will be deemed to (i) have shared voting power with respect to 156,970 shares of our common stock, sole dispositive power with respect to 10,375,604 shares of our common stock and shared dispositive power with respect to 421,585 shares of our common stock and (ii) beneficially own 10,797,189 shares of our common stock.

(2) The information regarding the beneficial ownership of Capital World Investors is based on a Schedule 13G filed by such shareholder on February 16, 2021 reporting beneficial ownership of 21,147,082 shares of DTE Energy common stock. Based on the information contained in such Schedule 13G, it is anticipated that Capital World Investors will be deemed to (i) have sole dispositive power with respect to 10,573,541 shares of our common stock and sole voting power with respect to 10,573,541 shares of our common stock and (ii) beneficially own 10,573,541 shares of our common stock.

(3) The information regarding the beneficial ownership of BlackRock, Inc. is based on a Schedule 13G/A filed by such shareholder on February 5, 2021 reporting beneficial ownership of 14,644,427 shares of DTE Energy common stock. Based on the information contained in such Schedule 13G/A, it is anticipated that BlackRock, Inc. will be deemed to (i) have sole dispositive power with respect to 7,322,213 shares of our common stock and sole voting power with respect to 6,541,815 shares of our common stock and (ii) beneficially own 7,322,213 shares of our common stock.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with DTE Energy

Following the Spin-Off, we and DTE Energy will operate independently, and neither will have any ownership interest in the other. In order to govern the ongoing relationships between us and DTE Energy after the Spin-Off and to facilitate an orderly transition, we intend to enter into a series of agreements with DTE Energy to effect the Spin-Off, to provide a framework for the relationship between DT Midstream and DTE Energy after the separation and to provide for various services and rights and obligations following the Spin-Off, in each case, pursuant to which we and DTE Energy will agree to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we expect to enter into with DTE Energy. The summaries of these agreements are qualified in their entirety by reference to the full text of the applicable agreements, which are included as exhibits to our Registration Statement on Form 10, of which this Information Statement is a part.

Separation and Distribution Agreement

We intend to enter into a Separation and Distribution Agreement with DTE Energy before the Distribution. The Separation and Distribution Agreement will set forth our agreements with DTE Energy regarding the principal actions to be taken in connection with the Spin-Off. It will also set forth other agreements that govern aspects of our relationship with DTE Energy following the Spin-Off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement will identify certain transfers of assets and assumptions of liabilities that are necessary in advance of our separation from DTE Energy so that we and DTE Energy retain the assets of, and the liabilities associated with, our respective businesses. The Separation and Distribution Agreement will also provide for the settlement or extinguishment of certain liabilities and other obligations between us and DTE Energy. In particular, the Separation and Distribution Agreement will generally provide that:

• all of the assets of the Midstream Business not already owned by us and owned by DTE Energy prior to the Distribution will be transferred to us;

• all of the assets of the businesses and operations conducted by DTE Energy, other than the Midstream Business, not already owned by DTE Energy and owned by us prior to the Distribution will be transferred to DTE Energy;

• all of the liabilities (whether accrued, contingent or otherwise) of the Midstream Business that are obligations of DTE Energy prior to the Distribution will be assumed by us;

• all of the liabilities (whether accrued, contingent or otherwise) of the business and operations conducted by DTE Energy, other than the Midstream Business, that are our obligations prior to the Distribution will be assumed by DTE Energy; and

• allocation of tax- and employee-related assets and liabilities will be addressed separately in a Tax Matters Agreement and Employee Matters Agreement, respectively. For more information, see the sections entitled “—Tax Matters Agreement” and “—Employee Matters Agreement” beginning on pages 175 and 175, respectively, of this Information Statement.

Internal Transactions. The Separation and Distribution Agreement will describe certain actions related to our separation from DTE Energy that will occur prior to the Distribution.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and DTE Energy, on the other hand, will terminate or will be settled effective as of the Distribution, except specified agreements and arrangements that are intended to survive the Distribution.

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Shared Contracts. We and DTE Energy will agree to use reasonable best efforts to cooperate to divide, partially assign, modify or replicate all agreements relating in a material respect to both our Midstream Business and DTE Energy’s businesses such that we shall be the beneficiary of the rights and responsible for the obligations of that portion of the agreement relating to the Midstream Business and DTE Energy shall be the beneficiary of the rights and responsible for the obligations of that portion of the agreement relating to DTE Energy’s businesses.

Credit Support. We will agree to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support currently provided by or through DTE Energy or any of its affiliates for the benefit of us or any of our affiliates, except specified credit support instruments that are intended to survive the Distribution. To the extent we are not able to replace any such credit support, we will agree, and will agree to cause any of our subsidiaries that has assumed the liability with respect to such credit support instrument, to indemnify DTE Energy for such liability.

Representations and Warranties. In general, neither we nor DTE Energy will make any representations or warranties regarding any assets or liabilities transferred or assumed, the sufficiency of any such assets to operate the respective businesses, any consents or approvals that may be required in connection with these transfers or assumptions or the Spin-Off, the value of, or freedom from any lien or other security interest in, any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement, all assets will be transferred on an “as is,” “where is” basis.

Information in this Information Statement with respect to the assets and liabilities of DT Midstream and DTE Energy following the Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation and Distribution Agreement and the ancillary agreements, unless the context otherwise requires. The Separation and Distribution Agreement provides that, in the event that the transfer or assignment of certain assets or liabilities to DT Midstream or DTE Energy, as applicable, does not occur prior to the Distribution, then until such assets or liabilities are able to be transferred or assigned, DT Midstream or DTE Energy, as applicable, will hold such assets for the use and benefit of the other party and retain such liabilities for the account and at the expense of the other party, provided that the other party will reimburse DT Midstream or DTE Energy, as applicable, for reasonable out-of-pocket expenses incurred in connection with the holding of such assets or the retention of such liabilities.

Further Assurances. The parties will use reasonable best efforts to effect any transfers contemplated by the Separation and Distribution Agreement that have not been consummated prior to the Distribution as promptly as practicable following the Distribution Date. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or any assumption of liability that was improperly transferred or retained as promptly as reasonably practicable following the Distribution.

The Distribution. The Separation and Distribution Agreement will govern DTE Energy’s and our respective rights and obligations regarding the proposed Distribution. Prior to the Distribution, DTE Energy will deliver all the issued and outstanding shares of our common stock to the distribution agent. Following the Distribution Date, the distribution agent will electronically deliver the shares of our common stock to DTE Energy shareholders based on the distribution ratio. DTE Energy’s board of directors, which we refer to as the “DTE Energy Board,” will have the sole and absolute discretion to determine the terms of, and whether to proceed with, the Distribution.

Conditions. The Separation and Distribution Agreement will also provide that several conditions must be satisfied or waived by DTE Energy in its sole and absolute discretion before the Distribution can occur. For further information about these conditions, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 81 of this Information Statement. The DTE Energy Board may, in its sole and absolute discretion, determine the Record Date, the Distribution Date and the terms of the Spin-Off and may at any time prior to the completion of the Spin-Off decide to abandon or modify the Spin-Off.

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Exchange of Information. We and DTE Energy will agree to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and DTE Energy will also agree to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation and Distribution Agreement. Each party will also agree to use its reasonable best efforts to assist the other with its financial reporting and audit obligations for an agreed period of time.

Termination. The DTE Energy Board, in its sole and absolute discretion, may terminate the Separation and Distribution Agreement at any time prior to the Distribution.

Release of Claims. We and DTE Energy will each agree to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution have been the other’s shareholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases will be subject to exceptions set forth in the Separation and Distribution Agreement.

Indemnification. We and DTE Energy will each agree to indemnify the other and each of the other’s former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spin-Off and our and DTE Energy’s respective businesses. The amount of either DTE Energy’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement will also specify procedures regarding claims subject to indemnification.

Transition Services Agreement

We intend to enter into a Transition Services Agreement pursuant to which DTE Energy will provide us with specified services for a limited time to help ensure an orderly transition following the Distribution. The services to be provided will include certain accounting, tax, legal, human resources, information technology, investor relations, treasury, federal affairs, environment & safety, gas operations, other shared facilities and other general, administrative and operational services.

The Transition Services Agreement will specify the calculation of our costs for these services. The agreed upon charges for such services are generally intended to allow the service provider to recover all costs and expenses of providing such services. The cost of these services will be negotiated between us and DTE Energy and may not necessarily be reflective of prices that we could have obtained for similar services from an independent third party.

The Transition Services Agreement will terminate on the expiration of the term of the last service provided under it, which will be no longer than 24 months following the Distribution Date. We and DTE Energy will each generally be able to terminate a particular service prior to its scheduled expiration date in the event of the other party’s uncured material breach with respect to such service, and we may terminate one or more services to be provided under the Transition Services Agreement for convenience, subject generally to a minimum notice period of 30 or 90 days, depending on the original length of service.

We have agreed to indemnify DTE Energy and each of its former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of them from any liabilities to the extent arising out of DTE Energy’s provision of the services unless such damages are the result of DTE Energy’s breach of the Transition Services Agreement, violation of law or third-party rights, gross negligence or willful misconduct in providing services. The cumulative liability of DTE Energy in its capacity as service provider under the Transition Services Agreement will be limited to the aggregate amount paid to it for services under such agreement.

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Tax Matters Agreement

We intend to enter into a Tax Matters Agreement with DTE Energy that will govern the respective rights, responsibilities and obligations of DTE Energy and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests).

The Tax Matters Agreement generally will provide that we will indemnify DTE Energy for any taxes resulting from the failure of any step of the Spin-Off or the Internal Transactions to qualify for its intended tax treatment under U.S. Federal income tax laws, if such taxes result from (1) untrue representations or breaches of covenants that we will make and agree to in connection with the Spin-Off, (2) the application of certain provisions of U.S. Federal income tax law to the Spin-Off, including Section 355(e) of the Code, or (3) any other action or omission that we know or reasonably should expect would give rise to such taxes. DTE Energy will have the exclusive right to control the conduct of any audit or contest relating to these taxes, but will not be permitted to settle any such audit or contest without our consent (which we may not unreasonably withhold or delay).

With respect to taxes other than those incurred in connection with the Spin-Off, the Tax Matters Agreement generally will provide that we will indemnify DTE Energy for any taxes of ours or our subsidiaries for all periods, except to the extent such taxes are reported on tax returns for a consolidated, combined, unitary or other group that includes DTE Energy or any of its subsidiaries. As a member of DTE Energy’s consolidated U.S. Federal income tax group, we have (and will continue to have following the Spin-Off) joint and several liability with DTE Energy to the IRS for the consolidated U.S. Federal income taxes of the DTE Energy group relating to the taxable periods in which we were part of the group.

The Tax Matters Agreement will impose certain restrictions on us (including restrictions on share issuances and repurchases, business combinations, sales of assets and similar transactions) that will be designed to preserve the tax-free nature of the Spin-Off. These restrictions will apply for the two-year period after the Spin-Off. Under the Tax Matters Agreement, these restrictions will apply unless we obtain an opinion from counsel or a ruling from the IRS (in each case satisfactory to DTE Energy) or obtain consent from DTE Energy. These restrictions may limit our ability to pursue strategic transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our shareholders may consider favorable.

Employee Matters Agreement

We intend to enter into an Employee Matters Agreement with DTE Energy that will address certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to our employees and compensation and benefit plans and programs in which our employees participate prior to the Spin-Off. In connection with the Spin-Off, we will provide compensation and benefit plans and programs in which our employees will participate going forward.

Allocation of Liabilities. Except as specifically provided in the Employee Matters Agreement, DTE Energy will generally remain responsible for all liabilities in respect of our employees under the existing DTE Energy benefit plans. Our employees will cease active participation in DTE Energy’s defined contribution, defined benefit pension and deferred compensation plans and DTE Energy will distribute vested balances to our employees under such plans in accordance with the terms of the applicable plan. Following the Spin-Off, we will generally be responsible for all employment-related liabilities in respect of our employees other than liabilities arising prior to the Spin-Off under the DTE Energy benefit plans.

Retirement Plans. The Employee Matters Agreement will provide that we will establish a 401(k) defined contribution plan in connection with the Spin-Off, into which our employees may elect to direct rollovers of their account balances from DTE Energy’s 401(k) defined contribution plan.

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Health and Welfare Plans. The Employee Matters Agreement will also provide that we will establish welfare plans, including health and dental plans but excluding retiree welfare plans, for the benefit of our employees. Except as provided in the Employee Matters Agreement, DTE Energy will generally remain responsible for any liabilities incurred by our employees prior to the Spin-Off under DTE Energy’s welfare plans, and will retain the assets and liabilities related to DTE Energy’s retiree welfare plans.

Treatment of Equity-Based Awards. For a description of the expected treatment of DTE Energy equity awards in connection with the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 72 of this Information Statement.

Ongoing Commercial Agreements

In addition to the above agreements, we are also currently party to, or intend to enter into, various other agreements with DTE Energy and its subsidiaries, including certain pipelines, gathering and storage services and operating and maintenance agreements, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to. We do not consider these agreements to be material to DTE Energy and its subsidiaries.

Other Arrangements

Prior to the Spin-Off, we have had various other arrangements with DTE Energy, including arrangements whereby DTE Energy performed various corporate functions for us, such as accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions.

As described in more detail in the section above entitled “—Separation and Distribution Agreement” beginning on page 172 of this Information Statement, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, will generally be terminated in connection with the Spin-Off. We do not consider these arrangements with DTE Energy to be material.

Related Party Transactions

Robert Skaggs, Jr., who will be a member of our Board of Directors, which we refer to as the “Board,” also serves on the DTE Energy Board and may be required to recuse himself from deliberations relating to these arrangements and other arrangements between us and DTE Energy in the future, due to potential conflicts of interest.

Policy and Procedures Governing Related Person Transactions

Prior to the completion of the Spin-Off, our Board will adopt a written policy regarding the review, approval and ratification of transactions with related persons as set forth in our Corporate Governance Committee Charter and the Code of Business Conduct and Ethics.

We anticipate that this policy will provide that our Corporate Governance Committee review each of DT Midstream’s transactions in which any “related person” had, has or will have a direct or indirect material interest. In general, “related persons” are our directors, director nominees, executive officers and shareholders beneficially owning more than 5% of our outstanding common stock and immediate family members or certain affiliated entities of any of the foregoing persons. We expect that our Corporate Governance Committee will approve or ratify only those transactions that are fair and reasonable to DT Midstream and in DT Midstream and its shareholders’ best interests.

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A director may not be involved in a business transaction in which the director has a conflict of interest with DT Midstream. Anything that could present a conflict of interest for a director may also present a conflict of interest if it is related to a member of his or her immediate family. Because potential conflicts of interest may not always be clear cut, directors, individuals subject to Section 16 of the Securities Exchange Act of 1934 and senior executive officers will be expected to disclose any material transaction or relationship that involves, or may involve, a conflict of interest or potential conflict of interest with DT Midstream promptly to the chair of DT Midstream’s Corporate Governance Committee or the Executive Chairman of the Board, who may consult with legal counsel, as appropriate.

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DESCRIPTION OF OUR INDEBTEDNESS

In connection with the Spin-Off, DT Midstream expects to incur indebtedness in the aggregate principal amount of approximately $3.10 billion in the form of senior notes and a term loan, the net proceeds of which will be distributed to DTE Energy prior to the consummation of the Spin-Off. We also expect to enter into a $750 million revolving credit facility for working capital and other cash flow needs. The terms of such indebtedness are subject to change and will be finalized prior to the consummation of the Spin-Off.

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DESCRIPTION OF OUR CAPITAL STOCK

General

Prior to the Distribution Date, DTE Energy, as our sole shareholder, will approve and adopt our Amended and Restated Certificate of Incorporation, and our Board of Directors, which we refer to as the “Board,” will approve and adopt our Amended and Restated Bylaws. The following summarizes information concerning our capital stock, including material provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and certain provisions of Delaware law. You are encouraged to read the forms of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, which will be filed as exhibits to our Registration Statement on Form 10, of which this Information Statement is part, for greater detail with respect to these provisions.

Distribution of Securities

During the past three years, we have not sold any securities, including sales of reacquired securities, new issues, securities issued in exchange for property, services or other securities, and new securities resulting from the modification of outstanding securities that were not registered under the Securities Act of 1933, which we refer to as the “Securities Act.”

Authorized Capital Stock

Immediately following the Spin-Off, our authorized capital stock will consist 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.

Common Stock

Shares Outstanding. Immediately following the Spin-Off, we estimate that approximately 96,863,680 shares of our common stock will be issued and outstanding, based on approximately 193,727,361 shares of DTE Energy common stock outstanding as of March 31, 2021. The actual number of shares of our common stock outstanding immediately following the Spin-Off will depend on the actual number of shares of DTE Energy common stock outstanding on the Record Date, and will reflect any issuance of new shares or exercise of outstanding options pursuant to DTE Energy’s equity plans on or prior to the Record Date.

Dividends. Holders of shares of our common stock will be entitled to receive dividends when, as and if declared by our Board at its discretion out of funds legally available for that purpose, subject to the preferential rights of any preferred stock that may be outstanding. Following the Distribution, we expect that DT Midstream will initially pay a regular cash dividend on a quarterly basis in an amount based on a dividend coverage ratio of approximately 2.00:1.00. The dividend coverage ratio represents the total Distributable Cash Flow divided by total dividends paid to shareholders. However, the timing, declaration, amount of and payment of any dividends will be within the discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. Moreover, if as expected we determine to initially pay a dividend following the Distribution, there can be no assurance that we will continue to pay dividends in the same amounts or at all thereafter. We have not adopted, and do not currently expect to adopt, a separate written dividend policy to reflect our Board’s policy. See the sections entitled “Dividend Policy” and “Risk Factors—Risks Relating to Our Common Stock—We cannot assure that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock” beginning on pages 84 and 62, respectively, of this Information Statement. Distributable Cash Flow is a non-GAAP financial measure. See the section entitled “Selected Historical Financial Data—Non-GAAP Financial Information” beginning on page 87 of this Information Statement for its definition and a reconciliation to the most directly comparable GAAP measure.

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Voting Rights. The holders of our common stock will be entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders.

Other Rights. Subject to the preferential liquidation rights of any preferred stock that may be outstanding, upon our liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in our assets legally available for distribution to our shareholders.

Fully Paid. The issued and outstanding shares of our common stock are fully paid and non-assessable. Any additional shares of common stock that we may issue in the future will also be fully paid and non-assessable.

The holders of our common stock will not have preemptive rights or preferential rights to subscribe for shares of our capital stock.

Preferred Stock

Our Amended and Restated Certificate of Incorporation will authorize our Board to designate and issue from time to time one or more series of preferred stock without shareholder approval. Our Board may fix and determine the designation, relative rights, preferences and limitations of the shares of each such series of preferred stock. There are no present plans to issue any shares of preferred stock.

Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions in our proposed Amended and Restated Certificate of Incorporation and our proposed Amended and Restated Bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a shareholder 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 shareholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by our Board and to discourage certain types of transactions that may involve an actual or threatened change of control. These include provisions that:

• until the third annual meeting of the shareholders, classify our directors into three classes with staggered terms;

• prevent our shareholders from calling a special meeting or acting by written consent;

• require advance notice of any shareholder nomination for the election of directors or any shareholder proposal;

• provide for a plurality voting standard in director elections;

• until the third annual meeting of the shareholders, prevent removal of our directors by our shareholders other than for cause;

• authorize only our Board to fill director vacancies and newly created directorships;

• authorize our Board to adopt, amend or repeal our Amended and Restated Bylaws without shareholder approval; and

• authorize our Board to issue one or more series of “blank check” preferred stock.

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Section 203 of the Delaware General Corporate Law, which we refer to as the “DGCL,” prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, subject to certain exceptions. In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the entity’s or person’s affiliates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation. We have not opted out of Section 203 of the DGCL in our Amended and Restated Certificate of Incorporation.

Limitation on Liability of Directors and Indemnification of Directors and Officers

Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if (i) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or (ii) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, a vote of shareholders or disinterested directors, agreement or otherwise.

Under Delaware law, termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that such person is prohibited from being indemnified.

Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer, in his or her capacity as such, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that such provision may not limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends or stock purchases or redemptions or (iv) any transaction from which the director derived an improper personal benefit. Our Amended and Restated Certificate of Incorporation will provide that, to the fullest extent permitted under Delaware law, no DT Midstream director shall be liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director.

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Our Amended and Restated Certificate of Incorporation will require indemnification, to the fullest extent permitted under Delaware law, of any person who is or was a director or officer of DT Midstream or any of its direct or indirect wholly owned subsidiaries and who is or was a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of DT Midstream or any direct or indirect wholly owned subsidiary of DT Midstream, or is or was serving at the request of DT Midstream as a director, officer, trustee, employee, partner, member or agent of another corporation or of a partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that the foregoing shall not apply to a director or officer with respect to a proceeding that was commenced by such director or officer except under certain circumstances.

In addition, our Amended and Restated Certificate of Incorporation will provide that expenses incurred by or on behalf of a current or former director or officer in connection with defending or otherwise participating in any action, suit or proceeding will be advanced to the director or officer by us upon the request of the director or officer, which request will include an undertaking by or on behalf of the director or officer to repay the amounts advanced if ultimately it is determined that the director or officer was not entitled to be indemnified against the expenses.

The indemnification rights to be provided in our Amended and Restated Certificate of Incorporation will not be exclusive of any other right to which persons seeking indemnification may otherwise be entitled.

As permitted by Delaware law, our Amended and Restated Certificate of Incorporation will authorize us to purchase and maintain insurance to protect any current or former director or officer against claims and liabilities that such persons may incur in such capacities.

Exclusive Forum

Our Amended and Restated Certificate of Incorporation will provide that, in all cases to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of DT Midstream, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or shareholder of DT Midstream to DT Midstream or DT Midstream shareholders, (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 or DT Midstream’s Amended and Restated Certificate of Incorporation or DT Midstream’s Amended and Restated Bylaws (with respect to each, as may be amended from time to time), (iv) any action or proceeding asserting a claim governed by the internal affairs doctrine or any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL or (v) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware. However, if and only if the Court of Chancery of Delaware does not have jurisdiction, the action or proceeding may be brought in any other state or U.S. federal court located within the State of Delaware. Further, this exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” or the Securities Act of 1933, which we refer to as the “Securities Act,” except that it may apply to such suits if brought derivatively on behalf of DT Midstream. There is, however, uncertainty as to whether a court would enforce such provision in connection with suits to enforce a duty or liability created by the Exchange Act or the Securities Act if brought derivatively on behalf of DT Midstream, and DT Midstream shareholders will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.

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Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Equiniti Trust Company, which we also refer to as “EQ Shareowner Services” in this Information Statement.

New York Stock Exchange Listing

We intend to list our common stock on the New York Stock Exchange under the ticker symbol “DTM.”

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a Registration Statement on Form 10 with the SEC with respect to the shares of our common stock that DTE Energy’s shareholders will receive in the Distribution, as contemplated by this Information Statement. This Information Statement is a part of, and does not contain all the information set forth in, the Registration Statement and the other exhibits and schedules to the Registration Statement. For further information with respect to us and our common stock, please refer to the Registration Statement, including its other exhibits and schedules. Statements we make in this Information Statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the Registration Statement for copies of the actual contract or document.

As a result of the Spin-Off, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website, www.sec.gov, that contains periodic reports, proxy statements and information statements and other information regarding issuers, like us, that file electronically with the SEC. The Registration Statement, including its exhibits and schedules, and the periodic reports, proxy statements and information statements and other information that we file electronically with the SEC will be available for inspection and copying at the SEC’s website.

You can also find a copy of the Registration Statement and our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, in each case, filed with or furnished to the SEC pursuant to the Exchange Act, on our website, www.DTMidstream.com (which we expect to be operational on or prior to the Distribution Date), which we will make available free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Information contained on, or connected to, any website we refer to in this Information Statement does not and will not constitute a part of this Information Statement or the Registration Statement of which this Information Statement is a part.

We intend to furnish holders of our common stock with annual reports containing financial statements prepared in accordance with GAAP and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this Information Statement or to which this Information Statement has referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this Information Statement.

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DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Audited Consolidated Financial Statements
Consolidated Statements of Operations for the years ended December  31, 2020, 2019, and 2018		F-3
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018		F-4
Consolidated Statements of Financial Position as of December  31, 2020 and 2019		F-5
Consolidated Statements of Cash Flows for the years ended December  31, 2020, 2019, and 2018		F-7
Consolidated Statements of Changes in Member’s Equity for the years ended December 31, 2020, 2019, and 2018		F-8
Notes to Consolidated Financial Statements		F-9
Unaudited Consolidated Financial Statements
Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2021 and 2020		F-38
Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2021 and 2020		F-39
Consolidated Statements of Financial Position (Unaudited) as of March 31, 2021 and December 31, 2020		F-40
Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2021 and 2020		F-42
Consolidated Statements of Changes in Stockholder’s Equity/Member’s Equity (Unaudited) for the three months ended March 31, 2021 and 2020		F-43
Notes to Consolidated Financial Statements (Unaudited)		F-44

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

DTE Energy Company

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of DT Midstream, Inc., formerly known as DTE Gas Enterprises, LLC, and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of changes in member’s equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

March 19, 2021

We have served as the Company’s auditor since 2020.

F-2

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Operations

(in millions)

	Years Ended December 31,
	2020			2019			2018
Revenues
Operating revenues	$	754		$	504		$	485
Operating Expenses
Operation and maintenance		175			141			122
Depreciation and amortization		152			93			81
Taxes other than income		15			8			9
Asset (gains) losses and impairments, net		(2	)		1			—
Operating Income		414			261			273
Other (Income) and Deductions
Interest expense		113			75			69
Interest income		(9	)		(8	)		(9	)
Earnings from equity method investees		(108	)		(98	)		(125	)
Other (income) and expense		(22	)		—			7
Income Before Income Taxes		440			292			331
Income Tax Expense		116			72			72
Net Income		324			220			259
Less: Net Income Attributable to Noncontrolling Interests		12			16			28
Net Income Attributable to DT Midstream, Inc.	$	312		$	204		$	231

See Notes to Consolidated Financial Statements.

F-3

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Comprehensive Income

(in millions)

	Years Ended December 31,
	2020		2019		2018
Net Income	$	324	$	220	$	259
Foreign currency translation, unrealized gain (loss) on derivatives, and other, net of tax		2		—		(3	)
Other comprehensive income (loss)		2		—		(3	)
Comprehensive income		326		220		256
Less: Comprehensive income attributable to noncontrolling interests		12		16		28
Comprehensive Income Attributable to DT Midstream, Inc.	$	314	$	204	$	228

See Notes to Consolidated Financial Statements.

F-4

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Financial Position

(in millions)

	December 31,
	2020			2019
ASSETS
Current Assets
Cash	$	42		$	46
Accounts receivable (less allowance for doubtful accounts of $- and $8, respectively)
Third parties		123			107
Related parties		3			3
Notes receivable due from DTE Energy		263			117
Note receivable due from third party		11			—
Other		41			27
		483			300
Investments
Investments in equity method investees		1,691			1,684
Property
Property, plant, and equipment		3,981			3,525
Accumulated depreciation		(511	)		(460	)
		3,470			3,065
Other Assets
Goodwill		473			471
Long term notes receivable
Third party		15			6
Related party		4			4
Operating lease right-of-use assets		45			46
Customer relationships and other intangible assets, net		2,140			2,195
Other		21			16
		2,698			2,738
Total Assets	$	8,342		$	7,787

See Notes to Consolidated Financial Statements.

F-5

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Financial Position

(in millions)

	December 31,
	2020			2019
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
Third parties	$	29		$	40
Related parties		10			9
Acquistion related deferred payment		—			379
Operating lease liabilities		17			15
Short-term borrowings due to DTE Energy		3,175			2,922
Other		57			35
		3,288			3,400
Other Liabilities
Deferred income taxes		743			571
Operating lease liabilities		28			31
Other		55			61
		826			663
Total Liabilities		4,114			4,063
Commitments and Contingencies (Note 13)
Member’s Equity
Additional paid in capital		3,333			3,081
Retained earnings		751			501
Accumulated other comprehensive income (loss)		(11	)		(13	)
Total DT Midstream Equity		4,073			3,569
Noncontrolling interests		155			155
Total Equity		4,228			3,724
Total Liabilities and Equity	$	8,342		$	7,787

See Notes to Consolidated Financial Statements.

F-6

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Cash Flows

(in millions)

	Years Ended December 31,
	2020			2019			2018
Operating Activities
Net Income	$	324		$	220		$	259
Adjustments to reconcile Net Income to Net cash from operating activities
Depreciation and amortization		152			93			81
Deferred income taxes		111			68			69
Earnings from equity method investees		(108	)		(98	)		(125	)
Dividends from equity method investees		134			140			55
Asset (gains) losses and impairments, net		(2	)		1			1
Changes in assets and liabilities
Accounts receivable, net		(16	)		(20	)		2
Accounts payable—third parties		(2	)		(3	)		(2	)
Accounts payable—related parties		1			3			1
Other current and noncurrent assets and liabilities		3			(14	)		18
Net cash from operating activities		597			390			359
Investing Activities
Plant and equipment expenditures		(518	)		(211	)		(176	)
Acquisitions, net of cash acquired		—			(2,296	)		(19	)
Distributions from equity method investees		5			6			6
Contributions to equity method investees		(35	)		(145	)		(631	)
Notes receivable due from DTE Energy		(146	)		91			100
Notes receivable—third party		(20	)		(6	)		—
Net cash used for investing activities		(714	)		(2,561	)		(720	)
Financing Activities
Acquistion related deferred payment		(380	)		—			—
Short-term borrowings due to DTE Energy		253			1,235			131
Distributions to noncontrolling interests		(12	)		(22	)		(32	)
Purchase of noncontrolling interests		—			(296	)		—
Contributions from DTE Energy		252			1,274			250
Net cash from financing activities		113			2,191			349
Net Increase (Decrease) in Cash		(4	)		20			(12	)
Cash at Beginning of Period		46			26			38
Cash at End of Period	$	42		$	46		$	26
Supplemental disclosure of cash information
Cash paid for:
Interest, net of interest capitalized	$	113		$	75		$	67
Income Taxes	$	3		$	8		$	2
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accruals	$	21		$	29		$	34

See Notes to Consolidated Financial Statements.

F-7

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Changes in Member’s Equity

(in millions)

	Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
Balance at December 31, 2017	$	1,557	$	313		$	(10	)	$	461		$	2,321
Net Income (Loss)		—		231			—			28			259
Contributions from DTE Energy		250		—			—			—			250
Distributions to noncontrolling interests		—		—			—			(32	)		(32	)
Tax and other adjustments		—		(183	)		—			—			(183	)
Other comprehensive income (loss)		—		—			(3	)		—			(3	)
Balance at December 31, 2018	$	1,807	$	361		$	(13	)	$	457		$	2,612
Net Income (Loss)		—		204			—			16			220
Contributions from DTE Energy		1,150		—			—			—			1,150
Distributions to noncontrolling interests		—		—			—			(22	)		(22	)
Purchase of noncontrolling interests		—		—			—			(296	)		(296	)
Tax and other adjustments		124		(64	)		—			—			60
Balance at December 31, 2019	$	3,081	$	501		$	(13	)	$	155		$	3,724
Net Income (Loss)		—		312			—			12			324
Contributions from DTE Energy		—		—			—			—			—
Distributions to noncontrolling interests		—		—			—			(12	)		(12	)
Tax and other adjustments		252		(62	)		—			—			190
Other comprehensive income (loss)		—		—			2			—			2
Balance at December 31, 2020	$	3,333	$	751		$	(11	)	$	155		$	4,228

See Notes to Consolidated Financial Statements.

F-8

Notes to Consolidated Financial Statements

1. The Proposed Separation, Description of the Business, and Basis of Presentation

The Proposed Separation

On October 27, 2020, DTE Energy Company (“DTE Energy”) announced that DTE Energy’s Board of Directors authorized management to separate the DTE midstream business, DT Midstream, Inc., formerly known as DTE Gas Enterprises, LLC, and its consolidated subsidiaries (“DT Midstream”) from DTE Energy through a pro rata distribution (the “Distribution”) to DTE Energy shareholders of all of the outstanding common stock of DT Midstream. This separation (the “Separation” or “Spin-Off”) is expected to take place by mid-year 2021, subject to final approval by DTE Energy’s Board of Directors, a Form 10 registration statement being declared effective by the Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions. In connection with the Separation, on January 13, 2021, DTE Gas Enterprises, LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to DT Midstream, Inc. As DT Midstream was a single member LLC as of December 31, 2020, Consolidated Statements of Changes in Member’s Equity are included in the accompanying Consolidated Financial Statements.

Following the Separation, DT Midstream will be an independent, publicly traded company, and DTE Energy will not retain any ownership interest in DT Midstream. In order to govern the ongoing relationships between DT Midstream and DTE Energy after the Spin-Off and to facilitate an orderly transition, DT Midstream will enter into a Separation and Distribution Agreement with DTE Energy, in addition to certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement. These agreements will allocate between DT Midstream and DTE Energy the assets, employees, liabilities and obligations of DTE Energy and its subsidiaries attributable to periods prior to, at and after the Distribution, provide for certain services to be delivered on a transitional basis and govern the relationship between DT Midstream and DTE Energy following the Spin-Off.

Accordingly, following the termination of the Transition Services Agreement, DT Midstream will establish standalone functions to provide services currently received from DTE Energy, or obtain such services from unaffiliated third parties. These services include accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions.

Description of the Business

DT Midstream is an owner, operator, and developer of an integrated portfolio of natural gas interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines, gathering systems, treatment plants and compression and surface facilities. DT Midstream owns both wholly owned pipeline and gathering assets which it operates directly, and interests in equity method investees which own and operate interstate pipelines, many of which have connectivity to DT Midstream’s wholly owned assets. DT Midstream provides multiple, integrated natural gas services to customers through two primary segments: (i) Pipelines and Other, which includes interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes gathering systems and related treatment plants and compression and surface facilities.

DT Midstream’s core assets connect demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to production areas of the Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins.

F-9

Notes to Consolidated Financial Statements—(Continued)

Basis of Presentation

DT Midstream has historically operated as a consolidated entity of DTE Energy and not as a standalone company. The accompanying financial statements were prepared in connection with the Separation on a carve-out basis using the consolidated financial statements and accounting records of DTE Energy. They represent the historical financial position, results of operations, and cash flows of DT Midstream as they were historically managed in accordance with accounting principles generally accepted in the United States (“GAAP”). They reflect significant assumptions and allocations.

DT Midstream is currently, and will remain, the parent holding company for the legal entities included in the Spin-Off; therefore, these financial statements are presented on a consolidated basis. GAAP requires management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from DT Midstream’s estimates. DT Midstream believes the assumptions underlying these financial statements are reasonable; however, the financial statements may not include all expenses that would have been incurred had DT Midstream existed as a standalone entity. Similarly, amounts reported within the Consolidated Statements of Operations are not necessarily indicative of amounts expected in future periods.

Cost Allocations

The Consolidated Financial Statements of DT Midstream include general corporate expenses of DTE Energy that have historically been allocated to DT Midstream on a monthly basis and classified within the appropriate Statement of Operations line item. Corporate allocations include expenses related to labor and benefits, professional fees, shared assets and other expenses related to DTE Energy’s corporate functions that provide support to DT Midstream. The allocation methodology utilized for purposes of this carve-out is consistent with the legacy allocation process, which allocates costs based on cost drivers. Cost drivers represent units of work that best reflect the consumption of resources within a specific corporate support function for a business group, and include time studies, activity-based metrics, headcount, and other allocation methods. DTE Energy believes this combination of cost drivers appropriately allocates costs attributable to DT Midstream, and annually performs assessments of the allocation methodology to allow for continued assertion of this conclusion.

	Year Ended December 31,
	2020		2019		2018
	(In millions)
Operation and maintenance	$	29	$	23	$	20
Other expense	$	1	$	1	$	1
Total corporate allocations	$	30	$	24	$	21

Corporate allocations for the twelve months ended December 31, 2020 include approximately $6 million of Spin-Off related transaction costs for legal, accounting, auditing and other professional services incurred for the benefit of DT Midstream.

There is no external debt directly attributable to DT Midstream, and therefore all debt recorded in the accompanying Consolidated Statements of Financial Position represents intercompany borrowings due to DTE Energy. Similarly, all interest expense recorded in the Consolidated Statements of Operations, with the exception of the accretion expense on the Acquisition related deferred payment, represents interest on the intercompany borrowings due to DTE Energy. See Note 4 and 16 to the Consolidated Financial Statements, “Acquisitions” and “Related Party Transactions,” respectively.

F-10

Notes to Consolidated Financial Statements—(Continued)

Cash Management

DT Midstream’s sources of liquidity include cash generated from operations and intercompany loans obtained through DTE Energy’s corporate-wide cash management practices. Cash is managed centrally, with certain net earnings reinvested in, and working capital requirements met from, existing liquid funds. As a subsidiary of DTE Energy, DT Midstream’s bank accounts are set up as zero balance accounts held by DTE Energy. Cash is swept in and out of the bank’s accounts daily in order to achieve a zero balance at the close of each workday. Net DT Midstream cash inflows or outflows are settled daily against the intercompany notes receivable or borrowings, as applicable, with DTE Energy.

The cash and cash equivalents held by DTE Energy at the corporate level were not attributed to DT Midstream for any of the periods presented. Only cash amounts specifically attributable to DT Midstream are reflected in the accompanying Consolidated Statements of Financial Position. For the periods presented, these amounts include cash held by consolidated entities with noncontrolling interests or by newly acquired entities, which are not managed as part of the corporate-wide cash management arrangement.

Intercompany notes receivable and borrowings arising from the working capital loan agreement have been presented as assets and liabilities, respectively, on the Consolidated Statements of Financial Position. All other intercompany receivables and payables are reflected as “due to related parties” or “due from related parties” on the Consolidated Statements of Financial Position, given that their historical method of settlement is cash. The classification of these items as current or noncurrent is dependent on the due date of the asset or obligation.

DT Midstream had $3,175 million and $2,922 million in short-term borrowings due to DTE Energy, and $263 million and $117 million in notes receivable due from DTE Energy at December 31, 2020 and 2019, respectively. The intercompany loan agreements have an interest rate of 3.9% and a term of one year subject to one-year evergreen renewal provisions. Each evergreen renewal period has a term of 12 months unless DTE Energy provides written notice to DT Midstream of its intention not to extend the agreements at least 10 days prior to the effective maturity dates. DTE Energy has committed that it will ensure the agreements are automatically extended and it will not exercise its 10-day termination option or decrease the loan limits through the earlier of the Spin-Off or June 30, 2022, as DT Midstream could not pay such amounts if not extended or if the loan limits were decreased by DTE Energy.

In connection with the Spin-Off, DT Midstream expects to incur indebtedness in the form of senior notes and term loans and to enter into a revolving credit facility. If such funds are raised, DT Midstream will repay the intercompany borrowings using internally generated funds, the issuance of long-term debt, and any proceeds from the repayment of notes receivable due from DTE Energy at the effective date of the Spin-Off.

Income Taxes

During the periods presented in the Consolidated Financial Statements, DT Midstream’s operations were included in the consolidated federal income tax return filed by DTE Energy. DTE Energy and its subsidiaries file consolidated and/or separate company income tax returns in various states and localities, including a consolidated return in the State of Michigan. DT Midstream also files certain separate state and foreign income tax returns. The income tax provision included in these Consolidated Financial Statements has been determined on a stand-alone basis as if DT Midstream filed separate federal, state, local, and foreign income tax returns for the periods presented, which is referred to as the separate return method. Use of the separate return method may result in differences in the DT Midstream standalone tax provisions and related deferred tax assets and liabilities as compared to the corresponding amounts for DT Midstream as presented in the DTE Energy Consolidated Financial Statements. DT Midstream’s income taxes, as presented in the carve-out financial statements, may not be indicative of the income taxes that the DT Midstream will generate in the future. See Note 9 to the Consolidated Financial Statements, “Income Taxes.”

F-11

Notes to Consolidated Financial Statements—(Continued)

Principles of Consolidation

DT Midstream consolidates all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method 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 variable interest entity (“VIE”) whenever reconsideration events occur. DT Midstream consolidates VIEs for which they are the primary beneficiary. If DT Midstream is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, DT Midstream considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. DT Midstream performs ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

The maximum risk exposure for consolidated VIEs is reflected on DT Midstream’s Consolidated Statements of Financial Position. For non-consolidated VIEs, the maximum risk exposure of DT Midstream is generally limited to its investment, notes receivable, future funding commitments, and amounts which it has guaranteed.

DT Midstream owns an 85% interest in Stonewall Gas Gathering (“SGG”), which owns and operates midstream natural gas assets. SGG has contracts in which certain construction risk was designed to pass-through to customers, with DT Midstream retaining operational and customer default risk. SGG is a VIE with DT Midstream as the primary beneficiary. DT Midstream purchased 55% of SGG in October 2016 and an additional 30% in May 2019, bringing its ownership to 85%. The additional 30% interest did not result in a change in control and resulted in a reduction of approximately $296 million to the noncontrolling interest.

DT Midstream has a variable interest in NEXUS Gas Transmission, LLC, a joint venture which owns a 256-mile pipeline to transport Utica and Marcellus shale gas to Ohio, Michigan, and Ontario market centers (“NEXUS Gas Transmission Pipeline”). NEXUS Gas Transmission Pipeline also owns Generation Pipeline, LLC, a 23-mile regulated pipeline system located in northern Ohio, which was acquired in September 2019. Refer to Note 4, “Acquisitions,” for additional information. NEXUS Gas Transmission Pipeline is a VIE as it has insufficient equity at risk to finance its activities. DT Midstream is not the primary beneficiary, as the power to direct significant activities is shared between the owners of the equity interests. DT Midstream accounts for its ownership interest in NEXUS Gas Transmission Pipeline under the equity method.

DT Midstream has a variable interest in an exploration and production company in the Utica shale region. DT Midstream does not have an ownership interest in the entity and is not the primary beneficiary. The maximum risk exposure is limited to amounts DT Midstream has funded, which are accounted for as a note receivable, or committed to fund for joint development activities.

The following table summarizes the major items in the Consolidated Statements of Financial Position for consolidated VIEs as of December 31, 2020 and 2019. All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DT Midstream holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE’s obligations have been excluded from the table below.

F-12

Notes to Consolidated Financial Statements—(Continued)

Amounts for DT Midstream’s consolidated VIEs are shown below.

	December 31,
	2020(a)		2019(a)
	(In millions)
Assets
Cash	$	34	$	16
Accounts receivable—third parties		8		8
Accounts receivable—related parties		—		1
Other current assets		2		3
Intangible assets, net		527		542
Property, plant and equipment, net		411		418
Goodwill		25		25
	$	1,007	$	1,013
Liabilities
Accounts payable and other current liabilities	$	2	$	5
Other noncurrent liabilities		5		5
	$	7	$	10

(a) Amounts shown include 100% of SGG’s assets and liabilities, of which DT Midstream owns 85% at December 31, 2020 and 2019.

Amounts for DT Midstream’s non-consolidated VIEs are as follows:

	December 31,
	2020		2019
	(In millions)
Investments in equity method investees	$	1,349	$	1,345
Notes receivable—current		11		—
Notes receivable—noncurrent		15		6
Future funding commitments	$	21	$	55

Related Parties

Transactions between DT Midstream and DTE Energy, as well as transactions between DT Midstream and its equity method investees, have been presented as related party transactions in the accompanying Consolidated Financial Statements. See Note 16 to the Consolidated Financial Statements, “Related Party Transactions.”

Equity Method Investments

Investments in non-consolidated affiliates that are not controlled by DT Midstream, but over which they have significant influence, are accounted for using the equity method. At December 31, 2020 and 2019, DT Midstream’s share of the underlying equity in the net assets of the investees exceeded the carrying amounts of Investments in equity method investees by $13 million and $17 million, respectively. The difference is being amortized over the life of the underlying assets. As of December 31, 2020 and 2019, DT Midstream’s consolidated retained earnings balance includes undistributed earnings from equity method investments of $94 million and $116 million, respectively.

F-13

Notes to Consolidated Financial Statements—(Continued)

DT Midstream equity method investees are described below:

	Investments				%Owned
Equity Method Investee	2020		2019		2020		2019		Description
	(In millions)
NEXUS Gas Transmission Pipeline	$	1,349	$	1,345		50%		50%	256-mile pipeline to transport Utica/Marcellus shale gas to Ohio, Michigan, and Ontario market centers. Also includes Generation Pipeline, a 23-mile pipeline located in northern Ohio
Vector Pipeline		134		131		40%		40%	348-mile pipeline connecting Illinois, Michigan, and Ontario market centers
Millennium Pipeline		208		208		26%		26%	263-mile pipeline serving markets in the Northeast region
	$	1,691	$	1,684

For further information by segment, see Note 15, “Segment and Related Information.”

The following table presents summarized financial information of subsidiaries not consolidated and 50 percent or less owned by DT Midstream. The amounts included in the table below represent 100% of the results of continuing operations of such entities accounted for under the equity method of accounting.

Summarized balance sheet data is as follows:

	December 31,
	2020		2019
	(In millions)
Current Assets	$	213	$	198
Non-current assets	$	4,394	$	4,404
Current Liabilities	$	201	$	213
Non-current liabilities	$	603	$	606

Summarized income statement data is as follows:

	December 31,
	2020		2019		2018
	(In millions)
Operating Revenues	$	708	$	677	$	360
Operating Expenses	$	381	$	369	$	143
Net Income	$	294	$	276	$	315

DT Midstream has determined for the year ended December 31, 2018, NEXUS Gas Transmission Pipeline met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which DT Midstream, pursuant to Rule 3-09 of Regulation S-X, attached separate financial statements to this Information Statement on Form 10 as Exhibit 99.2.

F-14

Notes to Consolidated Financial Statements—(Continued)

2. Summary of Significant Accounting Policies

Changes in Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) is the change in member’s equity during a period from transactions and events from non-owner sources, including Net Income. The amounts recorded to Accumulated other comprehensive income (loss) for DT Midstream consists of foreign currency translation adjustments and unrealized losses from derivatives accounted for as cash flow hedges. DT Midstream releases income tax effects from accumulated other comprehensive income when the circumstances upon which they are premised cease to exist.

Changes in Accumulated other comprehensive income (loss) are presented in DT Midstream’s Consolidated Statements of Changes in Member’s Equity. For further discussion regarding changes in Accumulated other comprehensive income (loss), see Note 3 to the Consolidated Financial Statements, “New Accounting Pronouncements.”

The following table summarizes the changes in DT Midstream’s Accumulated other comprehensive income (loss) by component for the years ended December 31, 2020 and 2019:

	Net Unrealized Gain (Loss) On Derivatives			Foreign Currency Translation			Total(a)
	(In millions)
Balance, December 31, 2018	$	(6	)	$	(7	)	$	(13	)
Other comprehensive income (loss) before reclassification		—			1			1
Amounts reclassified from Accumulated other comprehensive income (loss)		1			—			1
Net current-period Other comprehensive income (loss)		1			1			2
Implementation of ASU 2018-02		(2	)		—			(2	)
Balance December 31, 2019	$	(7	)	$	(6	)	$	(13	)
Other comprehensive income (loss) before reclassification		2			—			2
Amounts reclassified from Accumulated other comprehensive income (loss)		—			—			—
Net current-period Other comprehensive income (loss)		2			—			2
Balance December 31, 2020	$	(5	)	$	(6	)	$	(11	)

(a) All amounts are net of tax except for foreign currency translation.

Financing Receivables

Financing receivables are primarily composed of trade receivables, notes receivable, and unbilled revenue. DT Midstream’s financing receivables are stated at net realizable value.

F-15

Notes to Consolidated Financial Statements—(Continued)

DT Midstream monitors the credit quality of its financing receivables on a regular basis by reviewing credit quality indicators and monitoring for trigger events, such as a credit rating downgrade or bankruptcy. Credit quality indicators include, but are not limited to, ratings by credit agencies where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, DT Midstream has determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have ranked the counterparty as investment grade. To the extent credit ratings are not available, DT Midstream utilizes other credit quality indicators to determine the level of risk associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have ranked the counterparty as below investment grade, however, due to favorable information on other credit quality indicators, DT Midstream has determined the risk level to be similar to that of an investment grade counterparty. Internal grade 2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.

The following represents DT Midstream’s financing receivables by year of origination, classified by internal grade of credit risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through December 31, 2020.

	Year of Origination
	2020		2019		2018 and prior		Total
	(In millions)
Notes receivable
Internal grade 1	$	—	$	—	$	4	$	4
Internal grade 2		—		26		—		26
Total notes receivable	$	—	$	26	$	4	$	30

The customer allowance for doubtful accounts is calculated based on specific review of probable future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, customer trends and other factors are also considered. Receivables are written off on a specific identification basis and determined based on the specific circumstances of the associated receivable.

Notes receivable for DT Midstream are primarily comprised of intercompany loans and are included in Notes receivable due from DTE Energy on DT Midstream’s Consolidated Statements of Financial Position.

For non-intercompany notes receivable, DT Midstream ceases accruing interest (nonaccrual status), considers a note receivable impaired, and establishes an allowance for credit loss when it is probable that all principal and interest amounts due will not be collected in accordance with the contractual terms of the note receivable. In determining the allowance for credit losses for notes receivable, DT Midstream considers the historical payment experience and other factors that are expected to have a specific impact on the counterparty’s ability to pay, including existing and future economic conditions.

Cash payments received on 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. Accrual of interest is generally resumed when the note receivable becomes contractually current. There are no notes receivable on nonaccrual status as of December 31, 2020.

F-16

Notes to Consolidated Financial Statements—(Continued)

The following table represents a roll-forward of the activity for DT Midstream’s financing receivables credit loss reserves accounts as of December 31, 2020 and 2019.

	2020			2019		2018
	(In millions)
Allowance for Doubtful Accounts (shown as deduction from Accounts receivable in Consolidated Statements of Financial Position)
Balance at January 1		$  8			$—		$—
Additions: Charged to costs, expenses, and other accounts		—			8		—
Deductions: Current period provision and write-offs charged against allowance		(8	)		—		—
Balance at December 31		$—			$  8		$—

DT Midstream has been monitoring the impacts from the Coronavirus disease of 2019 (“COVID-19”) pandemic on our customers and various counterparties. As of December 31, 2020, the impact on collectability of DT Midstream’s receivables has not been material.

Uncollectible expense was $(2) million, $5 million, and $- million for the years ended December 31, 2020, 2019, and 2018, respectively, which is comprised of the current period provision.

There are no material amounts of past due financing receivables for DT Midstream as of December 31, 2020.

Property, Plant, and Equipment, and Depreciation

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 7 to the Consolidated Financial Statements, “Property, Plant, and Equipment.”

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.

Intangible Assets

Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. The carrying value of goodwill is tested for impairment on an annual basis. Intangible assets and goodwill are also reviewed whenever there are indications that the carrying value may be not recoverable, such as a deteriorating business climate, legal restrictions, or business restructuring.

F-17

Notes to Consolidated Financial Statements—(Continued)

DT Midstream has Intangible assets as shown below:

				December 31, 2020							December 31, 2019
	Useful Lives			Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
				(In millions)
Intangible assets subject to amortization
Customer relationships		25-40 years	(a)	$	2,252	$	(120	)	$	2,132	$	2,252	$	(66	)	$	2,186
Contract intangibles		14-26 years			18		(10	)		8		18		(9	)		9
				$	2,270	$	(130	)	$	2,140	$	2,270	$	(75	)	$	2,195

(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 relationship and contract intangible amortization expense expected to be recognized during each year through 2025:

	2021		2022		2023		2024		2025
	(In millions)
Estimated amortization expense	$	57	$	57	$	57	$	57	$	57

DT Midstream’s Intangible assets amortization expense was $55 million in 2020, $24 million in 2019, and $21 million in 2018.

See Note 4 to the Consolidated Financial Statements, “Acquisitions.” 

Operations and maintenance

Operations and maintenance is primarily comprised of costs for labor, outside services, materials, compression, purchased natural gas, and other operating and maintenance costs.

Other Income – Blue Union/LEAP Settlement

In the third quarter of 2020, DTM 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 Statement of Operations.

Other Accounting Policies

Note	Title
5	Revenue
8	Asset Retirement Obligations
9	Income Taxes
10	Fair Value
12	Leases

F-18

Notes to Consolidated Financial Statements—(Continued)

3. New Accounting Pronouncements

Recently Adopted Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended. The amendments in this update replace the incurred loss impairment methodology in current generally accepted accounting principles with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasts, to develop credit loss estimates. The ASU requires entities to use the new methodology to measure impairment of financial instruments, including accounts receivable, and may result in earlier recognition of credit losses than under previous generally accepted accounting principles. Entities must apply the new guidance as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. DT Midstream adopted the standard effective January 1, 2020. The adoption of the ASU did not have an impact on DT Midstream’s financial position or results of operations. Additional required disclosures have been included in Note 2 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies.”

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation to determine the amount of goodwill impairment. Under the ASU, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. DT Midstream adopted the ASU effective January 1, 2020. The adoption of the ASU did not have an impact on the Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). DT Midstream adopted the ASU effective January 1, 2020 using the prospective approach. The adoption of this standard did not have an impact on the Consolidated Financial Statements. On a prospective basis, costs within the scope of this amendment will be accounted for consistent with any underlying service contracts. Capitalized implementation costs will be reflected in Other noncurrent assets on the Consolidated Statements of Financial Position and amortization of these costs will be reflected in Operation and maintenance within the Consolidated Statements of Operations. Cash flow activity will be reflected in the Other current and noncurrent assets and liabilities line within the Operating Activities section of the Consolidated Statements of Cash Flows.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The amendments in this update modify the requirements for determining whether a decision-making fee is a variable interest and require reporting entities to consider indirect interests held through related parties under common control on a proportional basis. DT Midstream adopted the ASU effective January 1, 2020. The adoption of this standard did not have an impact on the Consolidated Financial Statements.

Recently Issued Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions and clarifying certain requirements regarding franchise taxes, goodwill, consolidated tax expenses, and annual effective tax rate calculations. The ASU is effective for DT Midstream for fiscal years beginning after December 15, 2020. Early adoption is permitted. The ASU will not have a significant impact on the Consolidated Financial Statements.

F-19

Notes to Consolidated Financial Statements—(Continued)

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. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The optional expedients are effective for the modification of existing contracts or new arrangements executed March 12, 2020 through December 31, 2022. DT Midstream is currently assessing the impact of this standard on the Consolidated Financial Statements.

4. Acquisitions

Generation Pipeline Acquisition

Effective September 20, 2019, NEXUS Gas Transmission Pipeline closed on the purchase of Generation Pipeline, LLC, a pipeline system regulated by the Public Utilities Commission of Ohio. The 23-mile pipeline system supplies gas to industrial customers in the Toledo, OH area, has existing interconnects with ANR Pipeline Company and Panhandle Eastern Pipeline Company, and is located four miles from NEXUS Gas Transmission Pipeline. Total consideration paid for the acquired entity was approximately $163 million, of which DT Midstream’s portion was 50%. DT Midstream accounts for its ownership interest in NEXUS Gas Transmission Pipeline under the equity method, which now includes equity in earnings related to Generation Pipeline, LLC.

Blue Union and LEAP Acquisition

On December 4, 2019, DT Midstream closed on the purchase of midstream natural gas assets in support of its strategy to continue to grow and earn competitive returns for DTE Energy shareholders. DT Midstream purchased 100% of M5 Louisiana Gathering, LLC and its wholly owned subsidiaries from Momentum Midstream and Indigo Natural Resources. The acquisition includes the Blue Union gathering system (“Blue Union”) and Louisiana Energy Access Project (“LEAP”) assets located in the Haynesville shale formation of Louisiana which provide natural gas gathering and other midstream services to producers primarily in Louisiana.

The fair value of the consideration provided for the entities acquired was $2.74 billion and includes $2.36 billion paid in cash and an estimated $380 million of contingent consideration to be paid upon completion of the LEAP gathering pipeline. A liability for the contingent consideration payment was recorded upon acquisition and adjusted each period for accretion. Refer to the Acquisition related deferred payment line in the Consolidated Statements of Financial Position for the liability balance for the respective reporting periods. Accretion expense of $5 million and $1 million was recorded for the years ended December 31, 2020 and 2019, respectively. In July 2020, the LEAP gathering pipeline achieved the final milestone of its construction and consideration of $385 million was paid on July 27, 2020 in two equal installments.

The acquisition was financed by DTE Energy. The financing by DTE Energy was attributed to DT Midstream and is included in the Short-term borrowings due to DTE Energy on the Consolidated Statement of Financial Position.

The acquisition was accounted for using the acquisition method of accounting for business combinations. The excess purchase price over the fair value of net assets acquired was classified as goodwill. The factors contributing to the recognition of goodwill were based on various strategic benefits that are expected to be realized from the Blue Union and LEAP acquisition. The acquisition will provide DT Midstream with a platform for midstream growth and access to further investment opportunities in the Haynesville basin. The goodwill is being deducted for income tax purposes.

F-20

Notes to Consolidated Financial Statements—(Continued)

December 3, 2020 marked the expiration of the one-year period from the acquisition to revise the fair value of assets acquired and liabilities assumed. As a result of purchase accounting adjustments through December 3, 2020, approximately $2 million of additional goodwill was recognized. The purchase price is no longer subject to resolution of any indemnification claims and all cash consideration paid and held in escrow has been released.

The final allocation of the purchase price is based on estimated fair values of the Blue Union and LEAP assets acquired and liabilities assumed at the date of acquisition, December 4, 2019. The components of the preliminary purchase price allocation, inclusive of purchase accounting adjustments, are as follows:

	(In millions)
Assets
Cash	$	62
Accounts receivable		31
Property, plant, and equipment, net		1,034
Goodwill		174
Customer relationship intangibles		1,473
Other current assets		1
	$	2,775
Liabilities
Accounts payable	$	26
Acquisition related deferred payment		380
Other current liabilities		3
Asset retirement obligations		9
	$	418
Total cash consideration	$	2,357

The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately $1.47 billion as of the acquisition date. The fair value of the intangible assets acquired was estimated by applying the income approach. The income approach is based upon discounted projected future cash flows attributable to the existing contracts and agreements. The fair value measurement is based on significant unobservable inputs, including management estimates and assumptions, and thus represents a Level 3 measurement, pursuant to the applicable accounting guidance. Key estimates and inputs include revenue and expense projections and discount rates based on the risks associated with the entities. The intangible assets are amortized on a straight-line basis over a period of 40 years, which is based on the number of years the assets are expected to economically contribute to the business. The expected economic benefit incorporates existing customer contracts with a weighted-average amortization life of 13 years and expected renewal rates, based on the estimated volume and production lives of gas resources in the region. See Note 2 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies,” for more information.

DT Midstream incurred $18 million of direct transaction costs for the acquisition during the year ended December 31, 2019. These costs were primarily related to advisory fees and included in Operation and maintenance in DT Midstream’s Consolidated Statements of Operations.

DT Midstream’s 2019 Consolidated Statements of Operations include Operating Revenues of $15 million and Net Income of $3 million associated with the acquired entities for the one-month period following the acquisition date, excluding the $18 million transaction costs described above.

F-21

Notes to Consolidated Financial Statements—(Continued)

The following represents the unaudited pro forma consolidated income statement as if Blue Union and LEAP had been included in the consolidated results of DT Midstream for the years ending December 31, 2019 and 2018:

Unaudited Pro Forma Consolidated Income Statement
(In millions)	December 31,
	2019		2018
Revenue	$	645	$	577
Net Income	$	256	$	254

The pro forma amounts include adjustments to reflect the additional depreciation and amortization that would

have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied as of January 1, 2018. Pro forma amounts are not presented for the year ending December 31, 2020 since Blue Union and LEAP results are included in the Consolidated Financial Statements for the entire year.

5. Revenue

Significant Accounting Policy

Upon the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), revenue is measured based upon the consideration specified in a contract with a customer at the time when performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service or a series of distinct goods or services to the customer. DT Midstream revenues generally consist of services related to the gathering, transportation, and storage of natural gas. DT Midstream recognizes revenue when performance obligations are satisfied by transferring control over a service to a customer, which occurs when the service is provided to the customer. For the years ended December 31, 2020 and 2019, recognition of revenue for DT Midstream subsequent to the adoption of Topic 606 is substantially similar in amount and approach to that prior to adoption.

Disaggregation of Revenue

The following is a summary of revenues disaggregated by segment for DT Midstream:

	2020		2019		2018
	(In millions)
Pipeline and Other	$	266	$	234	$	237
Gathering		489		273		251

Nature of Goods and Services

The following is a description of principal activities, separated by reportable segments, from which DT Midstream generates revenue. For more detailed information about reportable segments, see Note 15 to the Financial Statements, “Segment and Related Information.”

DT Midstream has contracts with customers which generally contain a single performance obligation. When more than one performance obligation exists in a contract, the consideration under the contract is allocated to the performance obligations based on the relative standalone selling price. DT Midstream generally determines standalone selling prices based on the prices charged to customers or the use of the adjusted market assessment approach. The adjusted market assessment approach involves the evaluation of the market in which DT Midstream sells goods or services and estimating the price that a customer in that market would be willing to pay.

F-22

Notes to Consolidated Financial Statements—(Continued)

When a customer simultaneously receives and consumes the product or 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.

Pipeline and Other and Gathering

Pipeline and Other revenues consist of services related to the transportation and storage of natural gas. Gathering revenues generally consist of services related to the gathering, transportation, and processing of natural gas. Contracts are primarily long-term in nature. Revenues, including estimated unbilled amounts, are generally recognized over time based upon services provided or through the passage of time ratably based upon providing a stand-ready service. Unbilled amounts are generally determined using estimated volumes based on preliminary meter data and contracted rates and typically result in minor adjustments in the following reporting period. DT Midstream has determined that the above methods represent a faithful depiction of the transfer of control to the customer. Revenues are typically billed and received monthly. Pricing for such revenues may consist of demand rates, commodity rates, transportation rates, and other associated fees. Consideration may consist of both fixed and variable components and may be subject to minimum volume commitments. Generally, uncertainties in the variable consideration components are resolved and revenues are known at the time of recognition.

Deferred Revenue

The following is a summary of deferred revenue activity:

	2020			2019
	(In millions)
Balance as of January 1	$	22		$	27
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period		3			3
Revenue recognized that was included in the deferred revenue balance at the beginning of the period		(2	)		(8	)
Balance at December 31	$	23		$	22

The deferred revenues at DT Midstream generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied.

Other performance obligations associated with deferred revenues include providing services related to customer prepayments. Deferred revenues associated with these services are recognized when control has transferred to the customer.

The following table represents deferred revenue amounts for DT Midstream that are expected to be recognized as revenue in future periods:

	(In millions)
2021	$	3
2022		3
2023		3
2024		3
2025		3
2026 and thereafter		8
	$	23

F-23

Notes to Consolidated Financial Statements—(Continued)

Transaction Price Allocated to the Remaining Performance Obligations

In accordance with optional exemptions available under Topic 606, DT Midstream did 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 revenue is recognized at the amount to which DT Midstream has the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Such contracts consist of varying types of performance obligations, including the delivery of 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 consideration under the contract is variable at inception of the contract. Contract lengths vary from cancelable to multi-year.

DT Midstream expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

	(In millions)
2021	$	86
2022		82
2023		72
2024		62
2025		59
2026 and thereafter		125
	$	486

Major Customers

The following table summarizes customers which represented 10% or more of our total revenue for the years ended December 31, 2020, 2019 and 2018. Both Pipeline and Other and Gathering segments provide services to these customers.

	2020					2019				2018
	Customer Revenue		Percentage of Total			Customer Revenue		Percentage of Total		Customer Revenue		Percentage of Total
Customers:	(In millions)
Customer A	$	227		31	%	$	235		47%	$	242		50%
Customer B	$	84		11	%	$	80		16%	$	84		17%
Customer C	$	278		37	%		*		*		*		*
* Represents less than 10%

6. Goodwill

DT Midstream has goodwill resulting from business combinations.

The following is the summary of the change in the carrying amount of goodwill for the years ended December 31, 2020 and 2019:

	2020		2019
	(In millions)
Balance as of January 1	$	471	$	299
Goodwill attributable to 2019 acquisition of Blue Union and LEAP		2		172
Balance at December 31	$	473	$	471

F-24

Notes to Consolidated Financial Statements—(Continued)

7. Property, Plant, and Equipment

The following is a summary of Property, plant, and equipment by classification as of December 31:

	2020			2019
Property, plant, and equipment	(In millions)
Gathering	$	2,111		$	2,010
Pipeline		1,593			1,228
Land, structures, and other equipment		277			287
		3,981			3,525
Accumulated depreciation and amortization
Gathering		(301	)		(287	)
Pipeline		(174	)		(144	)
Land, structure, and other equipment		(36	)		(29	)
		(511	)		(460	)
Net Property, plant, and equipment	$	3,470		$	3,065

Pipeline includes base natural gas of $50 million at December 31, 2020 and 2019. Base natural gas is not subject to depreciation.

Depreciation and Amortization

The average estimated useful life for each major class of Property, plant, and equipment as of December 31, 2020 follows:

	Gathering		Pipeline		Land, Structures, and Other Equipment
DT Midstream		33		38		21

The following is a summary of Depreciation and amortization expense for DT Midstream:

	December 31,
	2020		2019		2018
	(In millions)
Property, plant, and equipment	$	97	$	69	$	60
Intangible assets and other		55		24		21
	$	152	$	93	$	81

8. Asset Retirement Obligations

DT Midstream has legal retirement obligations primarily for gas pipeline removal, which consists of cutting and capping its pipelines. DT Midstream recognizes such obligations as liabilities at fair market value when they are incurred, which generally is at the time the associated assets are placed in service. Fair value is measured using expected future cash outflows discounted to present value.

If a reasonable estimate of fair value cannot be made in the period in which the retirement obligation is incurred, such as for assets with indeterminate lives, the liability is recognized when a reasonable estimate of fair value can be made.

F-25

Notes to Consolidated Financial Statements—(Continued)

A reconciliation of the asset retirement obligations included in Other Liabilities for 2020 and 2019 follows:

	December 31,
	2020			2019		2018
	(In millions)
Asset retirement obligations at January 1	$	16		$	6	$	6
Accretion		1			1		—
Liabilities assumed in business combination		1			9		—
Liabilities settled		(1	)		—		—
Revision in estimated cash flows		(7	)		—		—
Asset retirement obligations at December 31	$	10		$	16	$	6

9. Income Taxes

During the periods presented in the Consolidated Financial Statements, DT Midstream’s operations were included in the consolidated federal income tax return filed by DTE Energy. DTE Energy and its subsidiaries file consolidated and/or separate company income tax returns in various states and localities, including a consolidated return in the State of Michigan. DT Midstream also files certain separate state and foreign income tax returns. The income tax provision included in these Consolidated Financial Statements has been determined on a stand-alone basis as if DT Midstream filed separate federal, state, local and foreign income tax returns for the periods presented, which is referred to as the separate return method. Therefore, DT Midstream’s income taxes as presented in the carve-out financial statements may not be indicative of the income taxes that DT Midstream will generate in the future.

Use of the separate return method may result in differences when the sum of the amounts allocated to standalone tax provisions are compared to DT Midstream amounts as presented in the DTE Energy Consolidated Financial Statements. In that event, the related deferred tax assets and liabilities could be significantly different from those presented herein. Certain tax attributes, such as net operating loss and credit carryforwards, which were reflected in DTE Energy’s Consolidated Financial Statements, may or may not exist at the stand-alone DT Midstream level. Consequently, certain income taxes currently payable or receivable are deemed to have been contributed to or distributed from DT Midstream, through Member’s Equity, in the period that the liability or asset arose had DT Midstream been a separate taxpayer.

DT Midstream is required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate their obligations to taxing authorities. DT Midstream accounts for uncertain income tax positions 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 is greater than 50% likely 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. DT Midstream also has non-income tax obligations related to property, sales and use, and employment-related taxes, and ongoing appeals related to these tax matters.

Accounting for tax obligations requires judgments, including assessing whether tax benefits are more likely than not to be sustained, and estimating reserves for potential adverse outcomes regarding tax positions that have been taken. DT Midstream also assesses its ability to utilize tax attributes, including those in the form of carry-forwards, for which the benefits have already been reflected in the Consolidated Financial Statements. DT Midstream believes the resulting tax reserve balances as of December 31, 2020 and 2019 are appropriate.

F-26

Notes to Consolidated Financial Statements—(Continued)

DT Midstream’s total Income Tax Expense varied from the statutory federal income tax rate for the following reasons:

	2020			2019			2018
	(In millions)
Income Before Income Taxes	$	440		$	292		$	331
Income tax expense at statutory rate		92			61			70
AFUDC* equity		—			—			(10	)
State and local income taxes, net of federal benefit		25			13			17
Other, net		(1	)		(2	)		(5	)
Income Tax Expense	$	116		$	72		$	72
Effective income tax rate		26.5%			24.6%			21.7%

* Allowance for Funds Used During Construction

Components of DT Midstream’s Income Tax Expense were as follows:

	2020		2019		2018
	(In millions)
Current income tax expense
Federal	$	—	$	—	$	—
State and other income tax		5		4		3
Total current income taxes		5		4		3
Deferred income tax expense
Federal		84		55		49
State and other income tax		27		13		20
Total deferred income tax		111		68		69
	$	116	$	72	$	72

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. Consistent with the original establishment of these deferred tax liabilities (assets), recognition of these non-cash transactions are not reflected in the Consolidated Statements of Cash Flows.

DT Midstream’s deferred tax assets (liabilities) were comprised of the following at December 31:

	2020			2019
	(In millions)
Property, plant, and equipment	$	(330	)	$	(296	)
Federal net operating loss carry-forward		194			136
State and local net operating loss carry-forward, net of Federal		92			56
Investment in equity method investees		(711	)		(479	)
Other		13			12
		(742	)		(571	)
Less valuation allowance		(1	)		—
Long-term deferred income tax liabilities	$	(743	)	$	(571	)
Deferred income tax assets		262		$	185
Deferred income tax liabilities		(1,005	)		(756	)
	$	(743	)	$	(571	)

F-27

Notes to Consolidated Financial Statements—(Continued)

DT Midstream has a deferred tax asset related to a federal net operating loss carry-forward of $194 million as of December 31, 2020. The net operating loss carry-forwards generated after 2018 will be carried forward indefinitely. No valuation allowance is required for the federal net operating loss deferred tax asset.

DT Midstream has state and local deferred tax assets related to net operating loss carry-forwards of $116 million and $72 million at December 31, 2020 and 2019, respectively. The state and local net operating loss carry-forwards expire from 2033 through 2040. No valuation allowance is required for the state and local net operating loss deferred tax assets.

DT Midstream has a deferred tax asset related to charitable contribution carry-forwards of $3.4 million as of December 31, 2020. The charitable contribution carry-forwards expire from 2021 through 2026. DT Midstream has recorded a valuation allowance at December 31, 2020, of approximately $1 million, which is related to these deferred tax assets. In assessing the realizability of deferred tax assets, DT Midstream considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.    

DT Midstream has domestic net operating losses that would not have been used on a separate company basis. For purposes of these Consolidated Financial Statements, the income tax expense and deferred tax balances have been prepared as if DT Midstream filed separate income tax returns. Historically, the U.S. net operating losses generated by DT Midstream have been partially utilized by DTE Energy, which files a consolidated federal income tax return. Thus, a portion of the net operating losses have not been reflected in these Consolidated Financial Statements since the losses were used by other members of the tax group under the tax return reality approach and they will not be available to the business in future periods.

The calculated amounts of taxes payable in these Consolidated Financial Statements are likely to differ from the amounts previously recorded and paid by the legal entities that contain the DT Midstream business. Although the carve-out process involves updating financial information to present these operations on a standalone basis, the process would not affect previously filed tax returns.

CARES Act

To assist individuals and employers with the impacts of the COVID-19 pandemic, the CARES Act was signed into law in March 2020. The CARES Act included a provision that enabled DT Midstream to defer employer payroll taxes of $1 million, increasing the amount of Current Liabilities—Other and Other Liabilities—Other on the DT Midstream Consolidated Statements of Financial Position as of December 31, 2020.

Uncertain Tax Positions

As of December 31, 2020 and 2019, DT Midstream does not have any unrecognized tax benefits.

In 2020, DTE Energy, settled a federal tax audit for the 2018 tax year. DTE Energy’s federal income tax returns for 2019 and subsequent years remain subject to examination by the IRS. DTE Energy’s Michigan Business Tax returns for the years 2008-2011 and Michigan Corporate Income Tax returns for the year 2015 and subsequent years remain subject to examination by the State of Michigan. DTE Energy also files tax returns in numerous state and local jurisdictions with varying statutes of limitation.

F-28

Notes to Consolidated Financial Statements—(Continued)

10. 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 they use 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 asset or liability 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 for DT Midstream:

	December 31, 2020								December 31, 2019
	Carrying Amount		Fair Value						Carrying Amount		Fair Value
			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(In millions)
Short term notes receivable
Notes receivable due from DTE Energy	$	263	$	—	$	—	$	292	$	117	$	—	$	—	$	125
Notes receivable due from third parties	$	11	$	—	$	—	$	11	$	—	$	—	$	—	$	—
Long term notes receivable
Third parties	$	15	$	—	$	—	$	15	$	6	$	—	$	—	$	6
Related party	$	4	$	—	$	—	$	4	$	4	$	—	$	—	$	4
Short-term borrowings due to DTE Energy	$	3,175	$	—	$	—	$	3,517	$	2,922	$	—	$	—	$	3,111

F-29

Notes to Consolidated Financial Statements—(Continued)

The fair values of DT Midstream’s non-publicly traded notes receivables due from DTE Energy and short-term borrowings due to DTE Energy are based on an internally developed model and are classified as Level 3 within the fair value hierarchy.

11. Financial and Other Derivative Instruments

DT Midstream is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-price contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.

12. Leases

Lessee

Leases at DT Midstream are primarily comprised of equipment and buildings with terms ranging from approximately 2 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 period of time 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. Topic 842 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 tenors 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 tenor 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 years ended December 31, 2020 and December 31, 2019 are as follows:

	2020		2019
	(In millions)
Operating lease cost	$	18		18
Short-term lease cost		1		1
	$	19		19

F-30

Notes to Consolidated Financial Statements—(Continued)

DT Midstream has elected not to apply the recognition requirements of Topic 842 to leases with a term of 12 months or less. DT Midstream records operating short-term lease costs as Operating Expenses in the Consolidated Statements of Operations.

Other information related to leases for the years ended December 31, 2020 and December 31, 2019 are as follows:

	2020		2019
	(In millions)
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of these liabilities:
Operating cash flows for operating leases		$18		18
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		$16		26
Weighted Average Remaining Lease Term
Operating leases		3.2 years		3.6 years
Weighted Average Discount Rate
Operating leases		2.8%		3.2%

DT Midstream’s future minimum lease payments under leases for remaining periods as of December 31, 2020 are as follows:

	Operating Leases
	(In millions)
2021	$	19
2022		15
2023		9
2024		2
2025		1
2026 and thereafter		2
Total future minimum lease payments		48
Imputed interest		(2	)
Lease liabilities	$	46

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 18 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 period of time 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.

F-31

Notes to Consolidated Financial Statements—(Continued)

DT Midstream’s minimum future rental revenues under the operating lease for remaining periods as of December 31, 2020 are as follows:

	(In millions)
2021	$	9
2022		9
2023		9
2024		9
2025		8
2026 and thereafter		113
	$	157

DT Midstream’s fixed lease income associated with the operating lease was $9 million for both years ended December 31, 2020 and 2019. Depreciation expense associated with the property under the operating lease was $3 million for both years ended December 31, 2020 and 2019.

Property under the operating lease for DT Midstream as of December 31, 2020 and December 31, 2019 is as follows:

	2020		2019
	(In millions)
Gross property under operating leases	$	58		58
Accumulated amortization of property under operating leases	$	6		3

13. 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 they 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.

Other Guarantees

In certain limited circumstances, DT Midstream enters into contractual guarantees. DT Midstream does not have any guarantees of other parties’ obligations as of December 31, 2020 or 2019.

Purchase Commitments

As of December 31, 2020, 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 $9 million.

	(In millions)
2021	$	2
2022		3
2023		3
2024		1
2025		—
2026 and thereafter		—
	$	9

F-32

Notes to Consolidated Financial Statements—(Continued)

Bankruptcies

DT Midstream’s Gathering segment provides gas gathering services under customer contracts with gas shippers in the Utica and Marcellus regions in Pennsylvania and West Virginia. In December 2019, one of these customers, Arsenal Resources, entered into bankruptcy. The Bankruptcy Court issued an order approving a plan to be followed in connection with the bankruptcy with an effective date of January 7, 2020. As of December 31, 2019, DT Midstream recorded a reserve of approximately $8 million against a portion of its accounts receivable from Arsenal Resources.

In 2020, DT Midstream received payments of approximately $4 million from Arsenal Resources under the terms of a cure agreement. There is no reserve remaining at December 31, 2020.

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 shale region. Slope restoration expenditures are typically capital in nature. As of December 31, 2020 and 2019, DT Midstream had accrued contingent liabilities of $23 and $22 million, respectively, for future slope restoration expenditures. DT Midstream believes the accrued amounts are sufficient to cover estimated future expenditures.

COVID-19 Pandemic

DT Midstream is actively monitoring the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on operating costs, customer demand, and recoverability of assets that could materially impact DT Midstream’s financial results.

There have been no material adjustments or reserves deemed necessary to the financial statements as of December 31, 2020 as a result of COVID-19. DT Midstream cannot predict the future impacts of the COVID-19 pandemic on the Consolidated Financial Statements, as developments involving COVID-19 and its related effects on economic and operating conditions remain highly uncertain.

14. Employee Benefits and Stock Based Compensation

Defined Contribution Plans

DT Midstream participates in the defined contribution retirement savings plans of DTE Energy. Participation in one of these plans is available to substantially all employees. For substantially all employees, the employer matches employee contributions up to certain predefined limits based upon eligible compensation and the employee’s contribution rate. Additionally, for eligible employees who do not participate in the DTE Energy defined benefit pension plans, DT Midstream annually contributes an amount equivalent to 4% of an employee’s eligible pay to the employee’s defined contribution retirement savings plan. For DT Midstream, the cost of these plans was $2.4 million, $1.7 million and $1.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.

DT Midstream participates in a defined contribution supplemental healthcare plan offered by DTE Energy for eligible employees, in lieu of defined benefit post-retirement healthcare benefits. DT Midstream’s costs for contributions to this plan were not material for the years ended December 31, 2020, 2019 and 2018.

Defined Benefit and Other Postretirement Benefit Plans

Eligible employees of DT Midstream participate in various plans that provide defined benefit pension and other postretirement benefits for DTE Energy and its affiliates. DT Midstream accounts for its participation in DTE Energy’s qualified and nonqualified pension and other postretirement plans by applying multiemployer plan accounting. DTE Midstream’s costs for contributions to these plans were not material for the years ended December 31, 2020, 2019 and 2018.

F-33

Notes to Consolidated Financial Statements—(Continued)

Stock-Based Compensation

DT Midstream participates in DTE Energy’s stock incentive program which permits the grant of performance shares and restricted stock awards to employees and members of DTE Energy’s Board of Directors. As a result of a settlement of an award of performance shares or a restricted stock award, DTE Energy may deliver common stock from its authorized but unissued common stock and/or from outstanding common stock acquired by or on behalf of DTE Energy in the name of the participant.

DTE Energy records compensation expense at fair value over the vesting period for all awards it grants. DT Midstream records compensation expense at fair value over the vesting period for all DTE Energy stock grants held by employees of DT Midstream.

Performance Share Awards

Performance shares awarded under the plan are for a specified number of shares of DTE Energy common stock that entitle the holder to receive a cash payment, shares of DTE common stock, or a combination thereof. The final value of the award is determined by the achievement of certain performance objectives and market conditions. The awards vest at the end of a specified period, usually three years. Awards granted in 2020, 2019 and 2018 were primarily deemed to be equity awards. The DTE Energy stock price and number of probable shares attributable to market condition for such equity awards are fair valued only at the grant date. DTE Energy accounts for performance share awards by accruing compensation expense over the vesting period based on: (i) the number of shares expected to be paid which is based on the probable achievement of performance objectives; and (ii) the closing stock price market value. The settlement of the award is based on the closing price at the settlement date.

DT Midstream incurred compensation expense for performance share awards as follows:

	2020		2019		2018
	(In millions)
Compensation expense	$	6	$	6	$	4
Cash settlements(a)	$	1	$	1	$	1
Stock settlements(a)	$	7	$	4	$	2

(a) Sum of cash and stock settlements approximates the intrinsic value of the awards.

During the vesting period, the recipient of a performance share award has no shareholder rights. During the period beginning on the date the performance shares are awarded and ending on the certification date of the performance objectives, the number of performance shares awarded will be increased, assuming full dividend reinvestment at the fair market value on the dividend payment date. The cumulative number of performance shares will be adjusted to determine the final payment based on the performance objectives achieved. Performance shares are nontransferable and are subject to risk of forfeiture.

The following table summarizes performance share activity for grants held by DT Midstream employees for the period ended December 31, 2020:

	Performance Shares			Weighted Average Grant Date Fair Value
Balance at December 31, 2019		109,567		$	106.37
Grants		50,038		$	130.60
Forfeitures		(1,943	)	$	99.37
Payouts		(42,396	)	$	98.20
Balance at December 31, 2020		115,266		$	119.75

F-34

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2020, DT Midstream’s total unrecognized compensation cost related to non-vested performance shares and the weighted average recognition period was $7 million and 1.17 years, respectively.

Restricted Stock Awards

Stock awards granted under the plan are restricted for varying periods, generally for three years. Participants have all rights of a DTE Energy shareholder with respect to a stock award, including the right to receive dividends and vote the shares. Prior to vesting in the stock awards, the participant: (i) may not sell, transfer, pledge, exchange, or otherwise dispose of shares; (ii) shall not retain custody of the share certificates; and (iii) will deliver to DTE Energy a stock power with respect to each stock award upon request.

The restricted stock awards are recorded at cost that approximates fair value on the date of grant. The cost is amortized to compensation expense over the vesting period.

The fair value of restricted stock awards vested, compensation cost charged against income and unrecognized compensation costs were not material for the years ended December 31, 2020, 2019 and 2018.

15. Segment and Related Information

DT Midstream sets strategic goals, allocates resources, and evaluates performance based on the following structure:

Pipeline and Other 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. It is engaged in the transportation and storage of natural gas for intermediate and end user customers.

Gathering segment owns and operates gas gathering systems. It is engaged in collecting natural gas from points at or near customers’ wells for delivery to plants for processing, to gathering pipelines for further gathering, or to pipelines for transportation, as well as associated ancillary services, including water impoundment, water storage, water transportation and sand mining.

Inter-segment billing for goods and services exchanged between segments is based upon contracted or market-based prices of the provider and primarily consists of:

	Year Ended December 31,
	2020		2019		2018
	(In millions)
Pipeline and Other	$	—	$	—	$	—
Gathering		1		3		3
	$	1	$	3	$	3

F-35

Notes to Consolidated Financial Statements—(Continued)

Financial data of DT Midstream’s business segments follows:

	December 31, 2020
	Pipeline and Other			Gathering			Eliminations			Total
	(In millions)
Operating revenues	$	266			489			(1	)	$	754
Operation and maintenance	$	53			123			(1	)	$	175
Depreciation and amortization	$	52			100			—		$	152
Interest expense	$	43			70			—		$	113
Interest income	$	(4	)		(5	)		—		$	(9	)
Earnings from equity method investees	$	108			—			—		$	108
Income tax expense	$	58			58			—		$	116
Net income attributable to DT Midstream	$	155			157			—		$	312
Investments in equity method investees	$	1,691			—			—		$	1,691
Capital expenditures and acquisitions	$	350			168			—		$	518
Goodwill	$	53			420			—		$	473
Total assets	$	4,343			3,999			—		$	8,342

	December 31, 2019
	Pipeline and Other			Gathering		Eliminations			Total
	(In millions)
Operating revenues	$	234			273		(3	)	$	504
Operation and maintenance	$	64			80		(3	)	$	141
Depreciation and amortization	$	46			47		—		$	93
Interest expense	$	56			22		(3	)	$	75
Interest income	$	(11	)		—		3		$	(8	)
Earnings from equity method investees	$	98			—		—		$	98
Income tax expense	$	38			34		—		$	72
Net income attributable to DT Midstream	$	116			88		—		$	204
Investments in equity method investees	$	1,684			—		—		$	1,684
Capital expenditures and acquisitions	$	401			2,106		—		$	2,507
Goodwill(a)	$	53			418		—		$	471
Total assets	$	3,852			3,935		—		$	7,787

(a) Segment allocation has been recast.

	December 31, 2018
	Pipeline and Other			Gathering		Eliminations			Total
	(In millions)
Operating revenues	$	237			251		(3	)	$	485
Operation and maintenance	$	63			62		(3	)	$	122
Depreciation and amortization	$	41			40		—		$	81
Interest expense	$	49			20		—		$	69
Interest income	$	(9	)		—		—		$	(9	)
Earnings from equity method investees	$	125			—		—		$	125
Income tax expense	$	38			34		—		$	72
Net income attributable to DT Midstream	$	139			92		—		$	231
Investments in equity method investees	$	1,585			—		—		$	1,585
Capital expenditures and acquisitions	$	89			106		—		$	195
Goodwill	$	49			250		—		$	299
Total assets	$	3,443			1,434		—		$	4,877

F-36

Notes to Consolidated Financial Statements—(Continued)

16. Related Party Transactions

DT Midstream has entered into certain agreements with subsidiaries of DTE Energy and DT Midstream’s equity method investees that result in related party transactions.

Pursuant to an operating agreement, DTE Gas Company, an indirectly wholly-owned subsidiary of DTE Energy, provided physical operations, maintenance, and technical support for DT Midstream’s facilities.

DT Midstream contracts with DTE Energy Trading, Inc., an indirectly wholly-owned subsidiary of DTE Energy, for various marketing and capacity optimization services.

DT Midstream utilizes various services performed by other subsidiaries of DTE Energy, the impact of which was not material.

DT Midstream had $3,175 million and $2,922 million in short-term borrowings due to DTE Energy, and $263 million and $117 million in notes receivable due from DTE Energy at December 31, 2020 and 2019, respectively. The intercompany loan agreements have an interest rate of 3.9% and a term of one year subject to one-year evergreen renewal provisions.

The following is a summary of DT Midstream’s transactions with affiliated companies:

	December 31,
	2020			2019			2018
	(In millions)
Revenues
Pipeline and storage	$	16		$	12		$	8
Gathering	$	10		$	21		$	29
Other Costs
Interest income	$	(6	)	$	(8	)	$	(9	)
Interest expense	$	110		$	75		$	69
Operation and maintenance and Other expense	$	54		$	33		$	32
Other
Contributions from DTE Energy	$	252		$	1,274		$	250
Distributions from DTE Energy	$	—		$	64		$	185
Note receivable from Vector	$	4		$	4		$	4

DTE Energy Foundation

There were no contributions made by DT Midstream to the DTE Energy Foundation for the year ended December 31, 2020 and 2019. DT Midstream’s charitable contribution to the DTE Energy Foundation was $7 million for the year ended December 31, 2018. The DTE Energy Foundation is a not-for-profit private foundation, the purpose of which is to contribute to and assist charitable organizations.

F-37

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Operations (Unaudited)

(in millions, except shares outstanding and per share amount)

	Three Months Ended March 31,
	2021			2020
Revenues
Operating revenues	$	197		$	169
Operating Expenses
Operation and maintenance		50			33
Depreciation and amortization		41			36
Taxes other than income		7			4
Asset (gains) losses and impairments, net		(1	)		—
Operating Income		100			96
Other (Income) and Deductions
Interest expense		26			27
Interest income		(3	)		(1	)
Earnings from equity method investees		(32	)		(30	)
Other (income) and expense		(1	)		—
Income Before Income Taxes		110			100
Income Tax Expense		29			26
Net Income		81			74
Less: Net Income Attributable to Noncontrolling Interests		3			3
Net Income Attributable to DT Midstream	$	78		$	71
Basic and Diluted Earnings per Common Share	$	90,000		$	—
Weighted Average Common Shares Outstanding
Basic		867			—
Diluted		867			—

See Notes to Consolidated Financial Statements (Unaudited).

F-38

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)

	Three Months Ended March 31,
	2021		2020
Net Income	$	81	$	74
Foreign currency translation and unrealized gain (loss) on derivatives, net of tax		1		(1	)
Other comprehensive income (loss)		1		(1	)
Comprehensive income		82		73
Less: Comprehensive income attributable to noncontrolling interests		3		3
Comprehensive Income Attributable to DT Midstream, Inc.	$	79	$	70

See Notes to Consolidated Financial Statements (Unaudited).

F-39

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Financial Position (Unaudited)

(in millions)

	March 31,			December 31,
	2021			2020
ASSETS
Current Assets
Cash	$	29		$	42
Accounts receivable (net of allowance for doubtful accounts of $- for each period end)
Third parties		107			123
Related parties		6			3
Notes receivable
Due from DTE Energy		251			263
Due from third party		12			11
Due from related party		4			—
Other		32			41
		441			483
Investments
Investments in equity method investees		1,683			1,691
Property
Property, plant, and equipment		4,000			3,981
Accumulated depreciation		(538	)		(511	)
		3,462			3,470
Other Assets
Goodwill		473			473
Long term notes receivable
Third party		18			15
Related party		—			4
Operating lease right-of-use assets		40			45
Customer relationships and other intangible assets, net		2,125			2,140
Other		22			21
		2,678			2,698
Total Assets	$	8,264		$	8,342

See Notes to Consolidated Financial Statements (Unaudited).

F-40

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Financial Position (Unaudited)

(in millions)

	March 31,			December 31,
	2021			2020
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
Third parties	$	17		$	29
Related parties		11			10
Operating lease liabilities		18			17
Short-term borrowings due to DTE Energy		3,021			3,175
Other		45			57
		3,112			3,288
Other Liabilities
Deferred income taxes		771			743
Operating lease liabilities		24			28
Other		53			55
		848			826
Total Liabilities		3,960			4,114
Commitments and Contingencies (Note 6)
Stockholder’s Equity/Member’s Equity
Common stock ($0.01 par value, 1,000 and no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively)		—			—
Additional paid in capital		3,332			3,333
Retained earnings		831			751
Accumulated other comprehensive income (loss)		(10	)		(11	)
Total DT Midstream Equity		4,153			4,073
Noncontrolling interests		151			155
Total Equity		4,304			4,228
Total Liabilities and Equity	$	8,264		$	8,342

See Notes to Consolidated Financial Statements (Unaudited).

F-41

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Three Months Ended March 31,
	2021			2020
Operating Activities
Net Income	$	81		$	74
Adjustments to reconcile Net Income to Net cash from operating activities
Depreciation and amortization		41			36
Deferred income taxes		28			25
Earnings from equity method investees		(32	)		(30	)
Dividends from equity method investees		38			37
Asset (gains) losses and impairments, net		(1	)		—
Changes in assets and liabilities
Accounts receivable, net		14			7
Accounts payable—third parties		(5	)		(5	)
Accounts payable—related parties		1			(4	)
Other current and noncurrent assets and liabilities		(2	)		(7	)
Net cash from operating activities		163			133
Investing Activities
Plant and equipment expenditures		(27	)		(136	)
Distributions from equity method investees		3			—
Contributions to equity method investees		(1	)		(15	)
Notes receivable due from DTE Energy		12			6
Notes receivable—third party and related party		(4	)		(7	)
Net cash used for investing activities		(17	)		(152	)
Financing Activities
Short-term borrowings due to DTE Energy		(154	)		162
Distributions to noncontrolling interests		(6	)		(3	)
Contributions from DTE Energy		1			—
Net cash from financing activities		(159	)		159
Net Increase (Decrease) in Cash		(13	)		140
Cash at Beginning of Period		42			46
Cash and Restricted Cash at End of Period*	$	29		$	186
*   Includes Restricted Cash of $— million and $123 million at March 31, 2021 and March 31, 2020, respectively
Supplemental disclosure of cash information
Cash paid for:
Interest, net of interest capitalized	$	26		$	26
Income Taxes	$	2		$	—
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable and other accruals	$	13		$	93

See Notes to Consolidated Financial Statements (Unaudited).

F-42

DT Midstream, Inc. Consolidated Financial Statements

Formerly known as DTE Gas Enterprises, LLC

Consolidated Statement of Changes in Stockholder’s Equity/Member’s Equity (Unaudited)

(in millions)

	Common Stock				Additional Paid In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
	Shares		Amount
Balance at December 31, 2020		—	$	—	$	3,333		$	751	$	(11	)	$	155		$	4,228
Net Income (Loss)		—		—		—			78		—			3			81
Reorganization to C Corporation*		1,000		—		—			—		—			—			—
Distributions to noncontrolling interests		—		—		—			—		—			(6	)		(6	)
Tax and other adjustments		—		—		(1	)		2		—			(1	)		—
Other comprehensive income (loss)		—		—		—			—		1			—			1
Balance at March 31, 2021		1,000	$	—	$	3,332		$	831	$	(10	)	$	151		$	4,304

* Issuance of common shares at $0.01 par value upon conversion to C Corporation from a single member LLC

	Additional Paid In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
Balance at December 31, 2019	$	3,081		$	501	$	(13	)	$	155		$	3,724
Net Income (Loss)		—			71		—			3			74
Distributions to noncontrolling interests		—			—		—			(3	)		(3	)
Tax and other adjustments		(1	)		—		—			—			(1	)
Other comprehensive income (loss)		—			—		(1	)		—			(1	)
Balance at March 31, 2020	$	3,080		$	572	$	(14	)	$	155		$	3,793

See Notes to Consolidated Financial Statements (Unaudited).

F-43

Notes to Consolidated Financial Statements (Unaudited)

1. The Proposed Separation, Description of the Business, and Basis of Presentation

The Proposed Separation

On October 27, 2020, DTE Energy Company (“DTE Energy”) announced that DTE Energy’s Board of Directors authorized management to separate the DTE midstream business, DT Midstream, Inc., formerly known as DTE Gas Enterprises, LLC, and its consolidated subsidiaries (“DT Midstream”) from DTE Energy through a pro rata distribution (the “Distribution”) to DTE Energy shareholders of all of the outstanding common stock of DT Midstream. This separation (the “Separation” or “Spin-Off”) is expected to take place by mid-year 2021, subject to final approval by DTE Energy’s Board of Directors, a Form 10 registration statement being declared effective by the Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions.

In connection with the Separation, on January 13, 2021, DTE Gas Enterprises, LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to DT Midstream, Inc. At the conversion, DT Midstream issued 1,000 shares of common stock at $0.01 par value to its parent, a subsidiary of DTE Energy. As DT Midstream was a single member LLC as of March 31, 2020 and December 31, 2020 and a corporation with stockholder’s equity as of March 31, 2021, Consolidated Statements of Changes in Stockholder’s Equity/Member’s Equity are presented as of March 31, 2021, March 31, 2020 and December 31, 2020.

Following the Separation, DT Midstream will be an independent, publicly traded company, and DTE Energy will not retain any ownership interest in DT Midstream. In order to govern the ongoing relationships between DT Midstream and DTE Energy after the Spin-Off and to facilitate an orderly transition, DT Midstream will enter into a Separation and Distribution Agreement with DTE Energy, in addition to certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement. These agreements will allocate between DT Midstream and DTE Energy the assets, employees, liabilities and obligations of DTE Energy and its subsidiaries attributable to periods prior to, at and after the Distribution, provide for certain services to be delivered on a transitional basis and govern the relationship between DT Midstream and DTE Energy following the Spin-Off.

Accordingly, following the termination of the Transition Services Agreement, DT Midstream will establish standalone functions to provide services currently received from DTE Energy, or obtain such services from unaffiliated third parties. These services include accounting, auditing, communications, tax, legal and ethics and compliance program administration, human resources, information technology, insurance, investor relations, risk management, treasury, other shared facilities and other general, administrative and limited operational functions.

Description of the Business

DT Midstream is an owner, operator, and developer of an integrated portfolio of natural gas interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines, gathering systems, treatment plants and compression and surface facilities. DT Midstream owns both wholly owned pipeline and gathering assets which it operates directly, and interests in equity method investees which own and operate interstate pipelines, many of which have connectivity to DT Midstream’s wholly owned assets. DT Midstream provides multiple, integrated natural gas services to customers through two primary segments: (i) Pipelines and Other, which includes interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines and related treatment plants and compression and surface facilities, and (ii) Gathering, which includes gathering systems and related treatment plants and compression and surface facilities.

DT Midstream’s core assets connect demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to production areas of the Marcellus/Utica and Haynesville dry natural gas formations in the Appalachian and Gulf Coast Basins.

F-44

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

Basis of Presentation

DT Midstream has historically operated as a consolidated entity of DTE Energy and not as a standalone company. The accompanying financial statements were prepared in connection with the Separation on a carve-out basis using the consolidated financial statements and accounting records of DTE Energy. They represent the historical financial position, results of operations, and cash flows of DT Midstream as they were historically managed in accordance with accounting principles generally accepted in the United States (“GAAP”). They reflect significant assumptions and allocations.

DT Midstream is currently, and will remain, the parent holding company for the legal entities included in the Spin-Off; therefore, these financial statements are presented on a consolidated basis. GAAP requires management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from DT Midstream’s estimates. DT Midstream believes the assumptions underlying these financial statements are reasonable; however, the financial statements may not include all expenses that would have been incurred had DT Midstream existed as a standalone entity. Similarly, amounts reported within the Consolidated Statements of Operations are not necessarily indicative of amounts expected in future periods.

The Consolidated Financial Statements are unaudited but, in DT Midstream’s opinion, include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2021.

Cost Allocations

The Consolidated Financial Statements of DT Midstream include general corporate expenses of DTE Energy that have historically been allocated to DT Midstream on a monthly basis and classified within the appropriate Statement of Operations line item. Corporate allocations include expenses related to labor and benefits, professional fees, shared assets and other expenses related to DTE Energy’s corporate functions that provide support to DT Midstream. The allocation methodology utilized for purposes of this carve-out is consistent with the legacy allocation process, which allocates costs based on cost drivers. Cost drivers represent units of work that best reflect the consumption of resources within a specific corporate support function for a business group, and include time studies, activity-based metrics, headcount, and other allocation methods. DTE Energy believes this combination of cost drivers appropriately allocates costs attributable to DT Midstream, and annually performs assessments of the allocation methodology to allow for continued assertion of this conclusion.

	Three Months Ended March 31,
	2021		2020
	(In millions)
Operation and maintenance	$	16		6
Total corporate allocations	$	16		6

Corporate allocations for the three months ended March 31, 2021 include approximately $10 million of Spin-Off related transaction costs for legal, accounting, auditing and other professional services incurred for the benefit of DT Midstream.

F-45

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

There is no external debt directly attributable to DT Midstream, and therefore all debt recorded in the accompanying Consolidated Statements of Financial Position represents intercompany borrowings due to DTE Energy. Similarly, interest expense recorded in the Consolidated Statements of Operations represents interest on the intercompany borrowings due to DTE Energy, with the exception of approximately $1 million of accretion expense on the liability for contingent consideration related to the December 2019 acquisition of Blue Union and LEAP. The contingent consideration was paid when the LEAP gathering pipeline achieved the final milestone of its construction in July 2020.

Cash Management

DT Midstream’s sources of liquidity include cash generated from operations and intercompany loans obtained through DTE Energy’s corporate-wide cash management practices. Cash is managed centrally, with certain net earnings reinvested in, and working capital requirements met from, existing liquid funds. As a subsidiary of DTE Energy, DT Midstream’s bank accounts are set up as zero balance accounts held by DTE Energy. Cash is swept in and out of the bank’s accounts daily in order to achieve a zero balance at the close of each workday. Net DT Midstream cash inflows or outflows are settled daily against the intercompany notes receivable or borrowings, as applicable, with DTE Energy.

The cash and cash equivalents held by DTE Energy at the corporate level were not attributed to DT Midstream for any of the periods presented. Only cash amounts specifically attributable to DT Midstream are reflected in the accompanying Consolidated Statements of Financial Position. For the periods presented, these amounts include cash held by consolidated entities with noncontrolling interests, which are not managed as part of the corporate-wide cash management arrangement.

Intercompany notes receivable and borrowings arising from the working capital loan agreement have been presented as assets and liabilities, respectively, on the Consolidated Statements of Financial Position. All other intercompany receivables and payables are classified as “due to related parties” or “due from related parties” on the Consolidated Statements of Financial Position, given that their historical method of settlement is cash. The classification of these items as current or noncurrent is dependent on the due date of the asset or obligation.

DT Midstream had $3,021 million and $3,175 million in short-term borrowings due to DTE Energy, and $251 million and $263 million in notes receivable due from DTE Energy at March 31, 2021 and December 31, 2020, respectively. DT Midstream incurred $26 million of interest expense on short-term borrowings due to DTE Energy during the three months ended March 31, 2021 and 2020. The intercompany working capital loan agreements have interest rates of 3.3% and 3.9% for 2021 and 2020, respectively, and a term of one year subject to one-year evergreen renewal provisions. Each evergreen renewal period has a term of 12 months unless DTE Energy provides written notice to DT Midstream of its intention not to extend the agreements at least 10 days prior to the effective maturity dates. DTE Energy has committed that it will ensure the agreements are automatically extended and it will not exercise its 10-day termination option or decrease the loan limits through the earlier of the Spin-Off or June 30, 2022, as DT Midstream could not pay such amounts if not extended or if the loan limits were decreased by DTE Energy.

Effective April 7, 2021, DTE Energy and DT Midstream restructured the working capital loan agreement, resulting in the replacement of loan agreements between DT Midstream subsidiaries and DTE Energy with a single agreement between DTE Energy and DT Midstream. As a result, beginning in April 2021, the short-term borrowings due to DTE Energy and the notes receivable from DTE Energy will be aggregated into a single short-term borrowing due to DTE Energy. All other terms of the restructured working capital loan agreement remain consistent with the prior agreements.

F-46

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

In connection with the Spin-Off, DT Midstream expects to incur indebtedness in the form of senior notes and a term loan and to enter into a revolving credit facility. If such funds are raised, DT Midstream will repay the intercompany borrowings using internally generated funds and the issuance of long-term debt.

Income Taxes

During the periods presented in the Consolidated Financial Statements, DT Midstream’s operations were included in the consolidated federal income tax return filed by DTE Energy. DTE Energy and its subsidiaries file consolidated and/or separate company income tax returns in various states and localities, including a consolidated return in the State of Michigan. DT Midstream also files certain separate state and foreign income tax returns. The income tax provision included in these Consolidated Financial Statements has been determined on a stand-alone basis as if DT Midstream filed separate federal, state, local, and foreign income tax returns for the periods presented, which is referred to as the separate return method. Use of the separate return method may result in differences in the DT Midstream standalone tax provisions and related deferred tax assets and liabilities as compared to the corresponding amounts for DT Midstream as presented in the DTE Energy Consolidated Financial Statements. DT Midstream’s income taxes, as presented in the carve-out financial statements, may not be indicative of the income taxes that the DT Midstream will generate in the future.

Principles of Consolidation

DT Midstream consolidates all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method 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 variable interest entity (“VIE”) whenever reconsideration events occur. DT Midstream consolidates VIEs for which they are the primary beneficiary. If DT Midstream is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, DT Midstream considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. DT Midstream performs ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

The maximum risk exposure for consolidated VIEs is reflected on DT Midstream’s Consolidated Statements of Financial Position. For non-consolidated VIEs, the maximum risk exposure of DT Midstream is generally limited to its investment, notes receivable, future funding commitments, and amounts which it has guaranteed.

DT Midstream owns an 85% interest in Stonewall Gas Gathering (“SGG”), which owns and operates midstream natural gas assets. SGG has contracts in which certain construction risk was designed to pass-through to customers, with DT Midstream retaining operational and customer default risk. SGG is a VIE with DT Midstream as the primary beneficiary.

DT Midstream has a variable interest in NEXUS Gas Transmission, LLC, a joint venture which owns a 256-mile pipeline to transport Utica and Marcellus shale gas to Ohio, Michigan, and Ontario market centers (“NEXUS Gas Transmission Pipeline”). NEXUS Gas Transmission Pipeline also owns Generation Pipeline, LLC, a 25-mile regulated pipeline system located in northern Ohio. NEXUS Gas Transmission Pipeline is a VIE as it has insufficient equity at risk to finance its activities. DT Midstream is not the primary beneficiary, as the power to direct significant activities is shared between the owners of the equity interests. DT Midstream accounts for its ownership interest in NEXUS Gas Transmission Pipeline under the equity method.

F-47

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

DT Midstream has a variable interest in an exploration and production company in the Utica shale region. DT Midstream does not have an ownership interest in the entity and is not the primary beneficiary. The maximum risk exposure is limited to amounts DT Midstream has funded, which are accounted for as a note receivable, or committed to fund for joint development activities.

The following table summarizes the major items in the Consolidated Statements of Financial Position for consolidated VIEs as of March 31, 2021 and December 31, 2020. All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DT Midstream holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE’s obligations have been excluded from the table below.

Amounts for DT Midstream’s consolidated VIEs are shown below.

	March 31,		December 31,
	2021(a)		2020(a)
	(In millions)
Assets
Cash	$	21		34
Accounts receivable – third parties		9		8
Other current assets		1		2
Intangible assets, net		524		527
Property, plant and equipment, net		408		411
Goodwill		25		25
	$	988		1,007
Liabilities
Accounts payable and other current liabilities	$	2		2
Other noncurrent liabilities		4		5
	$	6		7

(a) Amounts shown include 100% of SGG’s assets and liabilities, of which DT Midstream owns 85% at March 31, 2021 and December 31, 2020.

Amounts for DT Midstream’s non-consolidated VIEs are as follows:

	March 31,		December 31,
	2021		2020
	(In millions)
Investments in equity method investees	$	1,342		1,349
Notes receivable—current		12		11
Notes receivable—noncurrent		18		15
Future funding commitments	$	18		21

Related Parties

Transactions between DT Midstream and DTE Energy, as well as transactions between DT Midstream and its equity method investees, have been presented as related party transactions in the accompanying Consolidated Financial Statements.

F-48

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

Equity Method Investments

Investments in non-consolidated affiliates that are not controlled by DT Midstream, but over which they have significant influence, are accounted for using the equity method. At March 31, 2021 and December 31, 2020, DT Midstream’s share of the underlying equity in the net assets of the investees exceeded the carrying amounts of Investments in equity method investees by $7 million and $13 million, respectively. The difference is being amortized over the life of the underlying assets. As of March 31, 2021 and December 30, 2020, DT Midstream’s consolidated retained earnings balance includes undistributed earnings from equity method investments of $85 million and $94 million, respectively.

DT Midstream equity method investees are described below:

	Investments As of				% Owned
	March 31,		December 31,		March 31,		December 31,
Equity Method Investee	2021		2020		2021		2020		Description
	(In millions)
NEXUS Gas Transmission Pipeline	$	1,342		1,349		50%		50%	256-mile pipeline to transport Utica/Marcellus shale gas to Ohio, Michigan, and Ontario market centers. Also includes Generation Pipeline, a 23-mile pipeline located in northern Ohio
Vector Pipeline		135		134		40%		40%	348-mile pipeline connecting Illinois, Michigan, and Ontario market centers
Millennium Pipeline		206		208		26%		26%	263-mile pipeline serving markets in the Northeast region
		1,683		1,691

For further information by segment, see Note 7, “Segment and Related Information.”

The following table presents summarized financial information of subsidiaries not consolidated and 50 percent or less owned by DT Midstream. The amounts included in the table below represent 100% of the results of continuing operations of such entities accounted for under the equity method of accounting.

Summarized income statement data is as follows:

	March 31,
	2021		2020
	(In millions)
Operating Revenue	$	187		184
Operating Expenses	$	94		95
Net Income	$	84		80

F-49

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

2. Summary of Significant Accounting Policies

Changes in Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) is the change in stockholder’s equity/member’s equity during a period from transactions and events from non-owner sources, including Net Income. The amounts recorded to Accumulated other comprehensive income (loss) for DT Midstream consists of foreign currency translation adjustments and unrealized losses from derivatives accounted for as cash flow hedges. DT Midstream releases income tax effects from accumulated other comprehensive income when the circumstances upon which they are premised cease to exist.

Changes in Accumulated other comprehensive income (loss) are presented in DT Midstream’s Consolidated Statements of Changes of Stockholder’s Equity/Member’s Equity (Unaudited). For the three months ended March 31, 2021 and March 31, 2020, reclassifications out of Accumulated other comprehensive income (loss) were not material.

Financing Receivables

Financing receivables are primarily composed of trade receivables, notes receivable, and unbilled revenue. DT Midstream’s financing receivables are stated at net realizable value.

DT Midstream monitors the credit quality of its financing receivables on a regular basis by reviewing credit quality indicators and monitoring for trigger events, such as a credit rating downgrade or bankruptcy. Credit quality indicators include, but are not limited to, ratings by credit agencies where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, DT Midstream has determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have ranked the counterparty as investment grade. To the extent credit ratings are not available, DT Midstream utilizes other credit quality indicators to determine the level of risk associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have ranked the counterparty as below investment grade, however, due to favorable information on other credit quality indicators, DT Midstream has determined the risk level to be similar to that of an investment grade counterparty. Internal grade 2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.

The following represents DT Midstream’s financing receivables by year of origination, classified by internal grade of credit risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through March 31, 2021.

	Year of Origination
	2021		2020		2019 and prior		Total
	(In millions)
Notes receivable
Internal grade 1	$	—		—		4		4
Internal grade 2		—		—		30		30
Total notes receivable	$	—		—		34		34

The customer allowance for doubtful accounts is calculated based on specific review of probable future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, customer trends and other factors are also considered. Receivables are written off on a specific identification basis and determined based on the specific circumstances of the associated receivable.

F-50

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

Notes receivable for DT Midstream are primarily comprised of intercompany loans and are included in Notes receivable due from DTE Energy on DT Midstream’s Consolidated Statements of Financial Position.

For non-intercompany notes receivable, DT Midstream ceases accruing interest (nonaccrual status), considers a note receivable impaired, and establishes an allowance for credit loss when it is probable that all principal and interest amounts due will not be collected in accordance with the contractual terms of the note receivable. In determining the allowance for credit losses for notes receivable, DT Midstream considers the historical payment experience and other factors that are expected to have a specific impact on the counterparty’s ability to pay, including existing and future economic conditions.

Cash payments received on 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. Accrual of interest is generally resumed when the note receivable becomes contractually current. There are no notes receivable on nonaccrual status as of March 31, 2021.

DT Midstream did not have material financing receivables credit loss reserves accounts as of March 31, 2021 and 2020.

Uncollectible expense was zero for the three months ended March 31, 2021 and 2020. There are no past due financing receivables for DT Midstream as of March 31, 2021.

DT Midstream has been monitoring the impacts from the Coronavirus disease of 2019 (“COVID-19”) pandemic on our customers and various counterparties. As of March 31, 2021, the impact on collectability of DT Midstream’s receivables has not been material.

Operations and maintenance

Operations and maintenance is primarily comprised of costs for labor, outside services, materials, compression, purchased natural gas and other operating and maintenance costs.

Depreciation and amortization

Depreciation and amortization is related to Property, plant and equipment used in our transportation, storage and gathering businesses.

Income Taxes

The interim effective tax rates of DT Midstream are 27% and 26% for the three months ended March 31, 2021 and 2020, respectively. These tax rates are affected by estimated annual state and local income taxes and permanent items, as well as discrete items that may occur in any given period but are not consistent from period to period. The 1% increase in DT Midstream’s effective tax rate for the three months ended March 31, 2021 was primarily due to non-deductible transaction costs incurred during the quarter.

F-51

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

3. New Accounting Pronouncements

Recently Adopted Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions, and clarifying certain requirements regarding franchise taxes, goodwill, consolidated tax expenses, and annual effective tax rate calculations. DT Midstream adopted the ASU effective January 1, 2021 using the modified retrospective and prospective approaches, where applicable. The adoption of the ASU did not have a significant impact on the Consolidated Financial Statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an entity’s own equity. DT Midstream adopted the ASU effective January 1, 2021 using the modified retrospective approach. The adoption of the ASU did not impact the Consolidated Financial Statements.

Recently Issued 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. The amendments in this update 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. The optional relief is temporary and cannot be applied to contract modifications and hedging relationships entered into or evaluated after December 31, 2022. DT Midstream presently has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications.

4. Revenue

Significant Accounting Policy

Revenue is measured based upon the consideration specified in a contract with a customer at the time when performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service or a series of distinct goods or services to the customer. DT Midstream revenues generally consist of services related to the gathering, transportation, and storage of natural gas. DT Midstream recognizes revenue when performance obligations are satisfied by transferring control over a service to a customer, which occurs when the service is provided to the customer.

Disaggregation of Revenue

The following is a summary of revenues disaggregated by segment for DT Midstream:

	Three Months ended March 31,
	2021		2020
Pipeline and Other(a)	$	75		56
Gathering		122		113

(a) Includes revenues outside the scope of Topic 606 primarily related to $2 million of contracts accounted for as leases for each of the quarters ended March 31, 2021 and 2020.

F-52

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

Deferred Revenue

The following is a summary of deferred revenue activity:

	(In millions)
Balance as of January 1, 2021	$	22
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period		2
Revenue recognized that was included in the deferred revenue balance at the beginning of the period		(1	)
Balance at March 31, 2021	$	23

The deferred revenues at DT Midstream generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied.

Other performance obligations associated with deferred revenues include providing services related to customer prepayments. Deferred revenues associated with these services are recognized when control has transferred to the customer.

The following table represents deferred revenue amounts for DT Midstream that are expected to be recognized as revenue in future periods:

	(In millions)
2021	$	3
2022		4
2023		3
2024		3
2025		3
2026 and thereafter		7
	$	23

Transaction Price Allocated to the Remaining Performance Obligations

In accordance with optional exemptions available under Topic 606, DT Midstream did 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 revenue is recognized at the amount to which DT Midstream has the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.

Such contracts consist of varying types of performance obligations, including the delivery of 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 consideration under the contract is variable at inception of the contract. Contract lengths vary from cancelable to multi-year.

F-53

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

DT Midstream expects to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:

	(in millions)
2021	$	65
2022		85
2023		74
2024		64
2025		59
2026 and thereafter		125
	$	472

5. 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 they use 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 asset or liability 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.

F-54

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments for DT Midstream:

	March 31, 2021								December 31, 2020
	Carrying		Fair Value						Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3
	(In millions)
Short term notes receivable
Notes receivable due from DTE Energy	$	251	$	—	$	—	$	270	$	263	$	—	$	—	$	292
Notes receivable due from third parties and related parties	$	16	$	—	$	—	$	16	$	11	$	—	$	—	$	11
Long term notes receivable
Third parties	$	18	$	—	$	—	$	18	$	15	$	—	$	—	$	15
Related party	$	—	$	—	$	—	$	—	$	4	$	—	$	—	$	4
Short-term borrowings due to DTE Energy	$	3,021	$	—	$	—	$	3,243	$	3,175	$	—	$	—		$3,517

The fair values of DT Midstream’s non-publicly traded notes receivables due from DTE Energy and short-term borrowings due to DTE Energy are based on an internally developed model and are classified as Level 3 within the fair value hierarchy.

6. 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 they 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.

Other Guarantees

In certain limited circumstances, DT Midstream enters into contractual guarantees. DT Midstream does not have any guarantees of other parties’ obligations as of March 31, 2021 or 2020.

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 shale region. Slope restoration expenditures are typically capital in nature. As of March 31, 2021 and December 31, 2020, DT Midstream had accrued contingent liabilities of $22 million and $23 million, respectively, for future slope restoration expenditures. DT Midstream believes the accrued amounts are sufficient to cover estimated future expenditures.

F-55

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

COVID-19 Pandemic

DT Midstream is actively monitoring the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on operating costs, customer demand, and recoverability of assets that could materially impact DT Midstream’s financial results.

There have been no material adjustments or reserves deemed necessary to the financial statements as of March 31, 2021 as a result of COVID-19. DT Midstream cannot predict the future impacts of the COVID-19 pandemic on the Consolidated Financial Statements, as developments involving COVID-19 and its related effects on economic and operating conditions remain highly uncertain.

7. Segment and Related Information

DT Midstream sets strategic goals, allocates resources, and evaluates performance based on the following structure:

Pipeline and Other 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. It is engaged in the transportation and storage of natural gas for intermediate and end user customers.

Gathering segment owns and operates gas gathering systems. It is engaged in collecting natural gas from points at or near customers’ wells for delivery to plants for processing, to gathering pipelines for further gathering, or to pipelines for transportation, as well as associated ancillary services, including water impoundment, water storage, water transportation and sand mining.

Inter-segment billing for goods and services exchanged between segments is based upon contracted or market-based prices of the provider. Inter-segment billings were not significant for the three months ended March 31, 2021 and 2020.

Financial data of DT Midstream’s business segments follows:

	Three months ended March 31,
	2021		2020
	(In millions)
Operating revenues:
Pipeline and other	$	75	$	56
Gathering		122		113
Total	$	197	$	169

	Three months ended March 31,
	2021		2020
	(In millions)
Net Income attributable to DT Midstream by Segment:
Pipeline and other	$	42	$	35
Gathering		36		36
Total	$	78	$	71

F-56

EX-99.2

Exhibit 99.2

Nexus Gas Transmission, LLC

Consolidated Financial Statements

December 31, 2019 and 2018

Report of Independent Auditors

To the Management Committee and Management of Nexus Gas Transmission, LLC

We have audited the accompanying 2018 consolidated financial statements of Nexus Gas Transmission, LLC and its subsidiaries (the “Company”), which comprise the consolidated statement of financial position as of December 31, 2018, and the related consolidated statements of earnings, changes in members’ equity and cash flows for the year then ended.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nexus Gas Transmission, LLC and its subsidiaries as of December 31, 2018, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matter

The accompanying consolidated statement of financial position of Nexus Gas Transmission, LLC as of December 31, 2019, and the related consolidated statements of earnings, changes in members’ equity and cash flows for the year then ended are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2019 financial statements to be audited and they are therefore not covered by this report.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 26, 2020

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF EARNINGS

(In millions of US dollars)

	Year Ended December 31,
	2019*		2018
Operating Revenues	$	290.5	$	40.3
Operating Expenses
Operating, maintenance and other		108.0		16.9
Depreciation and amortization		43.1		8.6
Property and other taxes		79.9		—
Total operating expenses		231.0		25.5
Operating Income		59.5		14.8
Other Income
Allowance for funds used during construction - equity		—		83.9
Allowance for funds used during construction - debt		—		34.4
Other income		0.2		2.0
Total other income		0.2		120.3
Earnings	$	59.7	$	135.1

*Not covered by the auditor’s report

See Notes to the Consolidated Financial Statements

3

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of US dollars)

	December 31,
	2019*		2018
ASSETS
Current Assets
Cash and cash equivalents	$	46.1	$	60.9
Restricted cash		8.0		—
Receivables - trade		15.3		21.3
Receivables - affiliates		12.2		5.9
Construction advances		2.4		—
Gas imbalance receivable		2.5		2.0
Other		2.9		3.5
Total current assets		89.4		93.6
Property, Plant and Equipment, net (Note 6)		2,633.0		2,482.5
Regulatory Assets (Note 2)		50.2		49.6
Other Long-Term Assets		1.9		—
Intangible Assets, net (Note 7)		42.3		5.0
Goodwill (Note 3)		14.9		—
Total Assets	$	2,831.7	$	2,630.7
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts payable	$	27.4	$	95.8
Accounts payable - affiliates		19.3		9.6
Accrued taxes		78.0		—
Deferred credits		8.0		—
Other		9.5		4.9
Total current liabilities		142.2		110.3
Members’ Equity		2,689.5		2,520.4
Total Liabilities and Members’ Equity	$	2,831.7	$	2,630.7

*Not covered by the auditor’s report

See Notes to the Consolidated Financial Statements

4

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of US dollars)

	Year ended December 31,
	2019*		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Earnings	$	59.7	$	135.1
Adjustments to reconcile earnings to net cash provided by operating activities:
Depreciation and amortization		43.1		8.6
Allowance for funds used during construction - equity		—		(83.9)
Allowance for funds used during construction - debt		—		(34.4)
Other changes in operating assets and liabilities		87.9		(21.5)
Net cash provided by operating activities		190.7		3.9
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions (Note 3)		(154.2)		—
Construction advances		(2.4)		—
Capital expenditures		(149.7)		(1,149.3)
Net cash used in investing activities		(306.3)		(1,149.3)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions from members		254.0		1,089.1
Distributions to members		(145.2)		(7.0)
Net cash provided by financing activities		108.8		1,082.1
Net decrease in cash, cash equivalents, and restricted cash		(6.8)		(63.3)
Cash, cash equivalents, and restricted cash at beginning of period		60.9		124.2
Cash, cash equivalents, and restricted cash at end of period	$	54.1	$	60.9
Supplemental Disclosure
Property, plant and equipment non-cash accruals	$	27.1	$	95.9

*Not covered by the auditor’s report

See Notes to the Consolidated Financial Statements

5

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

(In millions of US dollars)

	Spectra Energy Nexus Gas Transmission, LLC		DTE Nexus, LLC		Total
January 1, 2018		639.6		639.7		1,279.3
Earnings		67.6		67.5		135.1
Attributed deferred tax expense		11.9		12.0		23.9
Contributions from members		544.6		544.5		1,089.1
Distributions to members		(3.5)		(3.5)		(7.0)
December 31, 2018	$	1,260.2	$	1,260.2	$	2,520.4
Earnings		29.8		29.9		59.7
Attributed deferred tax expense		0.3		0.3		0.6
Contributions from members		127.0		127.0		254.0
Distributions to members		(72.6)		(72.6)		(145.2)
December 31, 2019*	$	1,344.7	$	1,344.8	$	2,689.5

*Not covered by the auditor’s report

See Notes to the Consolidated Financial Statements

6

NEXUS GAS TRANSMISSION, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 (not covered by the auditor’s report) and 2018

1. Summary of Operations and Significant Accounting Policies

Nature of Operations. NEXUS Gas Transmission, LLC (collectively, “we”, “our”, “us” and the “Company”) is a Delaware limited liability company and is owned 50% by Spectra NEXUS Gas Transmission, LLC (an indirect subsidiary of Spectra Energy Corp (“Spectra Energy”)) and 50% by DTE NEXUS, LLC (a direct subsidiary of DTE Pipeline Company (“DTE”)). We were formed on September 9, 2015. We are engaged in natural gas transmission of natural gas received from Appalachian shale gas supplies to markets in the U.S. Midwest, including Ohio, Michigan and Illinois, as well as Ontario, Canada. We are subject to the rules and regulations of the Federal Energy Regulatory Commission (“FERC”).

Basis of Presentation. The Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect the results of operations, financial position and cash flows of our company. The Consolidated Financial Statements do not include any of the assets, liabilities, revenues or expenses of the members. Amounts are stated in United States dollars unless otherwise noted.

Consolidation. The Consolidated Financial Statements reflect the elimination of intercompany transactions and balances.

Use of Estimates. To conform with U.S. GAAP, we make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and Notes to the Consolidated Financial Statements. Although these estimates are based on our best available knowledge at the time, actual results could differ.

Cost-Based Regulation. We are subject to the rules and regulations of the FERC, who exercises statutory authority over matters such as rates, ratemaking and agreements with customers. To recognize the economic effects of the actions of the regulator, the timing of recognition of certain revenues and expenses in these operations may differ from that otherwise expected under U.S. GAAP for non rate-regulated entities. Regulatory assets represent amounts that are expected to be recovered from customers in future periods through rates. Regulatory liabilities represent amounts that are expected to be refunded to customers in future periods through rates. Regulatory assets are assessed for impairment if we identify an event indicative of possible impairment. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator’s actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, we would generally not recognize regulatory assets or liabilities and the earnings impact would be recorded in the period the expenses are incurred or revenues are earned. A regulatory asset or liability is recognized in respect of deferred income taxes when it is expected the amounts will be recovered or settled through future regulator-approved rates. See Note 2 for further discussion.

Revenue Recognition. Revenues from the transportation of natural gas are recognized when the service is provided. Revenues related to these services provided but not yet billed are estimated each month. These estimates are generally based on contract data, regulatory information, and preliminary throughput and allocation measurements. Final bills for the current month are billed and collected in the following month. Differences between actual and estimated revenues are immaterial. We also have certain customer contracts with billed amounts that decline annually over the terms of the contracts. Differences between the amounts billed and recognized are deferred on the Consolidated Statements of Financial Position.

Allowance for Funds Used During Construction (“AFUDC”). AFUDC, which represents the estimated debt and equity costs of capital funds necessary to finance the construction and expansion of certain new regulated facilities, consists of two components, an equity component and an interest expense component. The equity

7

component is a non-cash item. After construction is completed, we are permitted to recover these costs through inclusion in the rate base and in the depreciation provision. AFUDC is capitalized as a component of Property, Plant and Equipment on the Consolidated Statements of Financial Position, with offsetting credits to the Consolidated Statements of Earnings through Other Income. The total amount of AFUDC included in the Consolidated Statements of Earnings was nil and $118.3 million in 2019 and 2018, respectively.

Income Taxes. We are not subject to federal income taxes, but rather our taxable income or loss is reported on the income tax returns of our members. We are subject to cost-based regulation and consequently record a regulatory tax asset in connection with the tax gross up of AFUDC equity. The corresponding deferred tax liability is recognized as an Attributed Deferred Tax Expense in the Consolidated Statements of Changes in Members Equity since we are a pass-through entity.

Cash and Cash Equivalents. Cash and cash equivalents include short-term investments with a term to maturity of three months or less when purchased.

Restricted cash. Cash and cash equivalents that are restricted as to withdrawal or usage, in accordance with specific commercial arrangements, are presented as Restricted cash on the Consolidated Statements of Financial Position.

Property, Plant and Equipment. Property, plant and equipment is stated at historical cost less accumulated depreciation. We capitalize all construction-related direct labor and material costs, as well as indirect construction costs. Indirect costs include general engineering, taxes, administrative and general costs, and the cost of funds used during construction. The costs of renewals and betterments that extend the useful life or increase the expected output of property, plant and equipment are also capitalized. The costs of repairs, replacements and major maintenance projects that do not extend the useful life or increase the expected output of property, plant and equipment are expensed as incurred. Depreciation is generally computed over the asset’s estimated useful life using the straight-line method.

When we retire property, plant and equipment, we charge the original cost plus the cost of retirement, less salvage value, to accumulated depreciation and amortization. When we sell entire regulated operating units, or retire or sell certain non-regulated properties, the cost is removed from the property account and the related accumulated depreciation and amortization accounts are reduced. Any gain or loss is recorded in earnings, unless otherwise required by the FERC.

Preliminary Project Costs. Project development costs, including expenditures for preliminary surveys, plans, investigations, environmental studies, regulatory applications and other costs incurred for the purpose of determining the feasibility of capital expansion projects, are capitalized when it is determined that recovery of such costs through regulated revenues of the completed project is probable.

Intangible Assets. Intangible assets consist primarily of certain software costs and customer relationships. We capitalize costs incurred during the application development stage of internal use software projects. Customer relationships represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition. Intangible assets are generally amortized on a straight-line basis over their expected lives, commencing when the asset is available for use.

Goodwill. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment annually, or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. We perform our annual review of the goodwill balance on April 1.

In performing the goodwill impairment test, we have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and evaluate whether those drivers have

8

been positively or negatively affected by relevant events and circumstances since the last fair value assessment. Our evaluation includes, but is not limited to, assessment of macroeconomic trends, regulatory environments, capital accessibility, operating income trends, and industry conditions. Based on our assessment of the qualitative factors, if we determine it is more likely than not that the fair value of the reporting unit is less than it’s carrying amount, a quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test involves determining the fair value of our reporting unit and comparing it to the carrying value. If the carrying value of our reporting unit, including allocated goodwill, exceeds its fair value, goodwill impairment is measured at the amount by which our reporting unit’s carrying value exceeds its fair value. This amount should not exceed the carrying amount of goodwill. Fair value of our reporting units is estimated using a combination of discounted cash flow model and earnings multiples techniques. The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to discount rates, projected operating income, terminal value growth rates, capital expenditures and working capital levels. The cash flow projections include significant judgments and assumptions relating to revenue growth rates and expected future capital expenditure. The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and earnings multipliers for reporting units.

Long-Lived Asset Impairments. We evaluate whether long-lived assets have been impaired when circumstances indicate the carrying value of those assets may not be recoverable. For such long-lived assets, an impairment exists when its carrying value exceeds the sum of estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, a probability weighted approach is used in developing estimates of future undiscounted cash flows. If the carrying value of the long-lived asset is not recoverable based on these estimated future undiscounted cash flows, an impairment loss is measured as the excess of the asset’s carrying value over its fair value, such that the asset’s carrying value is adjusted to its estimated fair value.

We assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one source. Sources to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes in market conditions resulting from events such as changes in natural gas available to our systems, the condition of an asset, a change in our intent to utilize the asset or a significant change in contracted revenues or regulatory recoveries would generally require us to reassess the cash flows related to the long-lived assets.

Receivables and Allowance for Doubtful Accounts. Accounts receivable are measured at cost. Allowance for doubtful accounts is determined based on collection history. When we have determined that further collection efforts are unlikely to be successful, amounts charged to the allowance for doubtful accounts are applied against the impaired accounts receivable.

Adoption of new accounting standards. The following new Accounting Standards Updates (“ASUs”) were adopted during 2019 and the effect of such adoptions, if any, have been presented in the accompanying Consolidated Financial Statements:

Revenues from Contracts with Customers

Effective January 1, 2019, we adopted ASU 2014-09 on a modified retrospective basis to contracts that were not complete at the date of initial application. The new standard was issued with the intent of significantly enhancing consistency and comparability of revenue recognition practices across entities and industries. The new standard establishes a single, principles-based five-step model to be applied to all contracts with customers and introduces new and enhanced disclosure requirements. It also requires the use of more estimates and judgments than the previous standards.

9

In adopting Accounting Standards Codification (“ASC”) 606, we applied the practical expedient for contract modifications whereby contracts that were modified before January 1, 2019 were not retrospectively restated. Instead, the aggregate effect of all contract modifications occurring before that time has been reflected when identifying satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied obligations.

The adoption of the new revenue standard did not have a material impact on our Consolidated Financial Statements.

Future accounting policy changes. The following ASUs were issued but not adopted as of December 31, 2019:

Clarifying Interaction between Collaborative Arrangements and Revenue from Contracts with Customers

In November 2018, ASU 2018-18 was issued to provide clarity on when transactions between entities in a collaborative arrangement should be accounted for under the new revenue standard, ASC 606. In determining whether transactions in collaborative arrangements should be accounted under the revenue standard, the update specifies that entities shall apply unit of account guidance to identify distinct goods or services and whether such goods and services are separately identifiable from other promises in the contract. ASU 2018-18 also precludes entities from presenting transactions with a collaborative partner which are not in scope of the new revenue standard together with revenue from contracts with customers. The accounting update is effective January 1, 2020 and early adoption is permitted. The adoption of ASU 2018-18 is not expected to have a material impact on our Consolidated Financial Statements.

Disclosure Effectiveness

In August 2018, the Financial Accounting Standards Board (“FASB”) issued amendments as a part of its disclosure framework project aimed to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 was issued to modify the disclosure requirements in ASC 820, Fair Value Measurement. The amendments in ASU 2018-13 eliminate and modify some disclosures, while also adding new disclosures for fair value measurements. This update is effective January 1, 2020, however entities are permitted to early adopt the eliminated or modified current disclosures. The adoption of ASU 2018-13 is not expected to have a material impact of our Consolidated Financial Statements.

Accounting for Credit Losses

ASU 2016-13 was issued in June 2016 with the intent of providing financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Current treatment uses the incurred loss methodology for recognizing credit losses that delays the recognition until it is probable a loss has been incurred. The accounting update adds a new impairment model, known as the current expected credit loss model, which is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses.

Further, ASU 2018-19 was issued in November 2018 to clarify that operating lease receivables should be accounted for under the new leases standard, ASC 842, and are not within the scope of ASC 326, Financial Instruments – Credit Losses. Both accounting updates are effective January 1, 2020.

The Company has performed a detailed evaluation as of December 31, 2019 and does not anticipate the adoption of ASU 2016-13 to have a material impact on our Consolidated Financial Statements.

10

Recognition of Leases

ASU 2016-02 was issued in February 2016 with the intent to increase transparency and comparability among organizations. It requires lessees of operating lease arrangements to recognize lease assets and lease liabilities on the balance sheet and disclose additional key information about lease agreements. The accounting update also replaces the current definition of a lease and requires that an arrangement be recognized as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. The new standard will become effective for us on January 1, 2020 and in adopting ASC 842, we intend to apply the transition practical expedients offered in connection with this update. Application of the package of practical expedients permits entities not to reassess a) whether any expired or existing contracts contain leases in accordance with the new guidance, b) lease classifications and c) whether initial direct costs capitalized under ASC 840 continue to meet the definition of initial direct costs under the new guidance. Under the new lease guidance, we have also decided to elect, by class of underlying asset, to not separate non-lease components from the associated lease components of its lessee contracts and account for both components as a single lease component.

ASU 2018-01 was issued in January 2018 to address stakeholder concerns about the costs and complexity of complying with the transition provisions of the new lease requirements as they relate to land easements. The amendments provide an optional transition practical expedient to not evaluate existing or expired land easements that were not previously accounted for as leases under existing guidance. We intend to elect this practical expedient in connection with the adoption of the new lease requirements.

In July 2018, ASU 2018-11 was issued to address additional stakeholder concerns regarding the unanticipated costs and complexities associated with the modified retrospective transition method, as well as the requirement for lessors to separate components of a contract. Under the new guidance, entities are provided with an additional transition method which allows entities to apply the new standard at the date of adoption and to elect not to recast comparative periods presented. This amendment also provides a practical expedient which allows lessors to combine associated lease and nonlease components within a contract when certain conditions are met. We intend to elect both of these practical expedients in the adoption of the new lease standard.

We have performed a detailed evaluation as of December 31, 2019 and do not anticipate the adoption of ASU 2016-02 to have a material impact on our Consolidated Financial Statements.

2. Regulatory Matters

Regulatory Assets. We record assets and liabilities that result from the regulated rate-making process that would not be recorded under GAAP for non-regulated entities. See Note 1 for further discussion.

We have regulatory assets related to the income tax gross up of AFUDC equity. The total amount of regulatory assets included on the Consolidated Statements of Financial Position was $50.2 million and $49.6 million as of December 31, 2019 and December 31, 2018, respectively. All amounts are expected to be included in future rate filings and will be recovered over the life of the associated asset. We have no regulatory liabilities of as of December 31, 2019 and December 31, 2018.

Rate Related Information. NEXUS continues to operate under rates approved by the FERC in 2017.

3. Acquisitions

On September 20, 2019 we acquired 100% of Generation Pipeline LLC (“GPL”) for a cash purchase price of $163.2 million, including estimated closing adjustments (“the acquisition”).

GPL was founded in 2015 and operates a 23-mile, 24-inch diameter pipeline with approximate capacity of 355,000 MMBtu per day. The system does not include any compressor stations and is capable of increasing capacity to 650,000 MMBtu per day without additional compression. The pipeline originates at the Maumee Hub

11

in Lucas County, Ohio where it interconnects with Panhandle Eastern Pipeline and ANE Pipeline and delivers gas to industrial customers near the port of Toledo, Ohio. The pipeline went into service in September, 2016 and currently has three long-term contracted customers.

GPL’s existing infrastructure provides access to future growth opportunities from growing power and industrial demand in Ohio. In addition, there are potential opportunities to connect the Company’s existing infrastructure with that of GPL via lateral pipelines to further broaden market access capabilities.

The acquisition was accounted for as a business combination under the acquisition method of accounting as prescribed by ASC 805 Business Combinations. The acquired tangible and intangible assets were recorded at their estimated fair values at the date of acquisition.

The purchase price allocation was completed as at September 20, 2019 along with the determination of remaining goodwill. The following table summarizes the estimated fair values that were assigned to the net assets of GPL:

September 20	2019
(in millions)
Fair value of net assets acquired:
Cash and cash equivalents	$	1.0
Accounts receivable(a)		2.1
Contract asset(b)		1.7
Property, plant and equipment(c)		109.4
Intangible assets - contractual relationships(d)		38.1
Current liabilities(e)		(4.0)
		148.3
Goodwill(f)		14.9
		163.2
Purchase price:
Cash		163.2

a) Accounts receivable represents outstanding invoices for transportation services provided to customers. Due to the short-term nature, and the low probability of non-collection, it was assumed that the fair value would not be materially different from the carrying value.

b) Contract asset represents outstanding payment to be received from a customer for services which GPL has already performed.

c) Property, plant and equipment acquired includes pipeline, metering and receipt stations, land, rights-of-way and construction in progress. We have applied the valuation methodologies described in ASC 820 Fair Value Measurements and Disclosures, to value the property, plant and equipment purchased. The fair value of GPL’s property, plant and equipment was primarily determined using a cost approach aided by the income approach utilized in the context of an economic obsolescence analysis. Some of the more significant assumptions inherent in the development of the values included the reliance on internal data primarily due to a lack of publicly available third-party data related to similar transactions.

d) Intangible assets acquired represent contractual relationships arising from long-term transportation contracts with three customers. Capitalized upon acquisition, the fair value has been determined using an income approach. Intangible assets are amortized on a straight-line basis over their expected lives.

e) Current liabilities represent accounts payable and accrued expenses. Due to the short-term nature it was assumed that the fair value would not be materially different than the carrying value.

f) As part of the acquisition we recorded $14.9 million in goodwill, which is primarily related to access to future growth opportunities from growing power and industrial demand in Ohio, in addition to potential opportunities to

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connect the Company’s existing infrastructure to that of GPL via lateral pipelines. The goodwill balance is deductible for tax purposes and no further adjustments were made to the carrying amount up to December 31, 2019.

Cash of $8.0 million has been held back from the consideration paid to the seller and will be held in escrow until a final determination of closing adjustments has been made. Arising from this, our Consolidated Statements of Financial position now reflect Restricted cash and Deferred credits of $8.0 million.

Post acquisition we began consolidating GPL and since the closing, GPL has generated $3.7 million in operating revenues and $1.3 million in earnings.

4. Revenues from Contracts with Customers

Significant Customers. Two of our five largest customers accounted for approximately 30% and 20% of our revenues for the year ended December 31, 2019 with the remaining three customers accounting for 12% each. For the year ended December 31, 2018, our three largest customers accounted for approximately 36%, 24%, and 13% of our revenues.

Disaggregation of Revenue. All operating revenues for the year ended December 31, 2019 were earned from contracts with customers for the transportation of natural gas.

Contract Balances	Receivables		Contract assets
	(in millions)
Balance as at January 1, 2019	$	27.2	$	—
Balance as at December 31, 2019		27.5		1.7

Contract receivables represent the amount of receivables derived from contracts with customers.

Contract assets represent the amount of revenue which has been recognized in advance of payments received for performance obligations we have fulfilled (or partially fulfilled) and prior to the point in time at which our right to the payment is unconditional. Amounts included in contract assets are transferred to accounts receivable when our right to the consideration becomes unconditional.

There were no contract liabilities as at January 1, 2019 or December 31, 2019.

Revenue from Unfulfilled Performance Obligations. Total revenue from performance obligations expected to fulfilled in future periods is approximately $3.7 billion, of which $280 million is expected to be recognized during the year ended December 31, 2020.

Excluded from these amounts are variable considerations, effects of escalation on certain contracts that have a duration of one year or less pursuant to the practical expedient provision of the standard, and interruptible contracts not enforceable until volumes are nominated by customers for transportation.

Significant Judgments Made in Recognizing Revenue

Long-Term Transportation Agreements

For long-term transportation agreements, significant judgments pertain to the period over which revenue is recognized and whether the agreement provides for make-up rights for the shippers. Transportation revenue earned from firm contracted capacity arrangements is recognized ratably over the contract period. Transportation revenue from interruptible or volumetric-based arrangements is recognized when services are performed.

Estimates of Variable Consideration

Revenue from arrangements subject to variable consideration is recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Uncertainties associated with variable

13

consideration relate principally to differences between estimated and actual volumes and prices. These uncertainties are resolved each month when actual volumes are sold or transported and actual tolls and prices are determined.

Performance Obligations Satisfied Over Time

All operating revenues from the Company for the twelve month period ended December 31, 2019, were from services transferred over time. For arrangements involving the transportation where the transportation services or commodities are simultaneously received and consumed by the shipper or customer, we recognize revenue over time using an output method based on volumes of commodities delivered or transported. The measurement of the volumes transported or delivered corresponds directly to the benefits received by the shippers or customers during that period.

Determination of Transaction Prices

Prices for transportation services are determined based on the capital cost of the facilities, pipelines and associated infrastructure required to provide such services, plus a rate of return on capital invested that is determined either through negotiations with customers or through regulatory processes for those operations that are subject to rate regulation.

Payment Terms

Payments are received monthly from customers under long-term transportation contracts.

5. Transactions with Affiliates

	Year ended December 31,
Consolidated Statements of Earnings	2019		2018
	(in millions)
Operating revenues	$	129.0	$	19.8
Operating, maintenance and other		105.6		16.9

	December 31,
Consolidated Statements of Financial Position	2019		2018
	(in millions)
Receivables - trade(a)	$	14.0	$	12.1
Construction advances		2.4		—
Current assets - other		2.5		2.5
Accounts payable - affiliates		19.3		3.9
Property, plant and equipment		23.1		40.0

(a) Includes $1.8 million reported in Gas imbalance receivables (2018 - $1.9 million)

6. Property, Plant and Equipment

	Weighted Average Depreciation			December 31,
				2019		20181
				(in millions)
Plant
Natural gas transmission		1.66	%	$	2,282.2	$	2,218.2
Distribution		1.89	%		106.0		—
Rights of way		1.66	%		252.4		242.4
Land					15.9		15.9
Construction in progress					27.3		14.5
Total property, plant and equipment					2,683.8		2,491
Total accumulated depreciation					(50.8)		(8.5)
Total net property, plant and equipment				$	2,633.0	$	2,482.5

¹2018 Intangible Assets comparative figures have been reclassified to conform to current year’s asset classifications. Refer to Note 7. Intangible Assets.

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We had no capital leases at December 31, 2019 and December 31, 2018.

Composite weighted-average depreciation rate was 1.66% and 1.67% for the years ended December 31, 2019 and December 31, 2018, respectively.

7. Intangible Assets

	Weighted Average Amortization Rate			December 31,
December 31, 2019				2019		2018
(in millions)
Customer relationships		3.3	%	$	38.1	$	—
Software		20.0	%		2.1		2.1
Other		1.7	%		3.0		3.0
Total intangible assets					43.2		5.1
Total accumulated amortization					(0.9)		(0.1)
Total net intangible assets				$	42.3	$	5.0

Estimated amortization expense for 2020 through 2023 is $1.7 million per year and $1.4 million in 2024.

8. Risk Management

Credit Risk. Our principal customers for natural gas transportation services are local distribution companies, natural gas producers and marketers, and utilities located in Ohio, Michigan and Ontario, Canada. We have concentrations of receivables from these sectors throughout this region. These concentrations of customers may affect our overall credit risk in that risk factors can negatively affect the credit quality of the entire sector. Where exposed to credit risk, we analyze the customers’ financial condition prior to entering into an agreement, establish credit limits and monitor the appropriateness of those limits on an ongoing basis. We also obtain parental guarantees, cash deposits, or letters of credit from customers to provide credit support, where appropriate, based on our financial analysis of the customer and the regulatory or contractual terms and conditions applicable to each contract.

9. Commitments and Contingencies

General Insurance. We maintain, either independently, or through inclusion in the corporate insurance programs maintained by our respective owners in proportion to their respective interest in our company, insurance coverage in types and amounts, and with terms and conditions, that are generally consistent with coverage considered customary for our industry.

Environmental. We are subject to various U.S. federal, state and local laws and regulations relating to the protection of the environment. These laws and regulations can change from time to time, imposing new obligations on us.

Environmental risk is inherent to liquid hydrocarbon and natural gas pipeline operations, and we and our affiliates are, at times, subject to environmental remediation at various contaminated sites. We manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment. We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. We expense amounts we incur for remediation of existing environmental contamination caused by past operations that do not benefit future periods by preventing or eliminating future contamination. We record liabilities for environmental matters when assessments indicate that remediation efforts are probable, and the costs can be reasonably estimated. Estimates of environmental liabilities are based on currently available facts, existing technology and presently

15

enacted laws and regulations taking into consideration the likely effects of inflation and other factors. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual costs or new information and are included in Regulatory and other liabilities in our balance sheets at their undiscounted amounts. We always have the potential of incurring additional costs in connection with environmental liabilities due to variations in any or all of the categories described above, including modified or revised requirements from regulatory agencies, in addition to fines and penalties, as well as expenditures associated with litigation and settlement of claims. We evaluate recoveries from insurance coverage separately from the liability and, when recovery is probable, we record and report an asset separately from the associated liability in our Consolidated Financial Statements.

We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is either probable that an asset has been impaired, or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss. We expense legal costs associated with loss contingencies as such costs are incurred.

Litigation. We are subject to various legal and regulatory actions and proceedings which arise in the normal course of business, including interventions in regulatory proceedings and challenges to regulatory approvals and permits by special interest groups. While the final outcome of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on our financial position or results of operations.

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of December 31, 2019 and December 31, 2018 related to litigation.

10. Subsequent Event

We have evaluated significant events and transactions that occurred from January 1, 2020 through March 26, 2020, the date the financial statements were issued.

The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in U.S./Canada and international markets. Because there is significant uncertainty around the breadth and duration of global economic and business disruptions and effects related to COVID-19, the Company is unable to determine if the pandemic could have a material impact to its financial position, operations and/or cash flows in the future.

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EX-99.3

Exhibit 99.3

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF EARNINGS

Year ended December 31,	2020*		2019*
(millions of US dollars)
Operating revenues		318.5		290.5
Operating expenses
Operating, maintenance and other		116.2		108.0
Depreciation and amortization		46.5		43.1
Property and other taxes		80.1		79.9
Total operating expenses		242.8		231.0
Operating income		75.7		59.5
Other income, net		1.9		0.2
Earnings		77.6		59.7

* Not covered by the auditor’s report

The accompanying notes are an integral part of these consolidated financial statements.

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NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

	Spectra NEXUS Gas Transmission, LLC			DTE NEXUS, LLC			Total
(millions of US dollars)
December 31, 2018		1,260.2			1,260.2			2,520.4
Earnings		29.8			29.9			59.7
Distributions to members		(72.6	)		(72.6	)		(145.2	)
Contributions from members		127.0			127.0			254.0
Attributed deferred tax recovery		0.3			0.3			0.6
December 31, 2019*		1,344.7			1,344.8			2,689.5
Earnings		38.8			38.8			77.6
Distributions to members		(62.6	)		(62.7	)		(125.3	)
Contributions from members		23.0			23.0			46.0
Attributed deferred tax expense		(0.4	)		(0.5	)		(0.9	)
Other		(0.1	)		(0.1	)		(0.2	)
December 31, 2020*		1,343.4			1,343.3			2,686.7

* Not covered by the auditor’s report

The accompanying notes are an integral part of these consolidated financial statements.

2

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,	2020*			2019*
(millions of US dollars)
Operating activities
Earnings		77.6			59.7
Adjustments to reconcile earnings to net cash provided by operating activities:
Depreciation and amortization		46.5			43.1
Changes in operating assets and liabilities		7.9			87.9
Net cash provided by operating activities		132.0			190.7
Investing activities
Capital expenditures		(44.8	)		(149.7	)
Acquisition (Note 4)		(8.0	)		(154.2	)
Construction advances		—			(2.4	)
Net cash used in investing activities		(52.8	)		(306.3	)
Financing activities
Distributions to members		(115.4	)		(145.2	)
Contribution from members		46.0			254.0
Net cash (used in)/provided by financing activities		(69.4	)		108.8
Effect of translation of foreign denominated cash and cash equivalents and restricted cash		(0.1	)		—
Net change in cash and cash equivalents and restricted cash		9.7			(6.8	)
Cash and cash equivalents and restricted cash at beginning of year		54.1			60.9
Cash and cash equivalents and restricted cash at end of year		63.8			54.1
Supplementary cash flow information
Distribution payable		9.9			—
Property, plant and equipment non-cash accruals		11.0			27.1

* Not covered by the auditor’s report

The accompanying notes are an integral part of these consolidated financial statements.

3

NEXUS GAS TRANSMISSION, LLC

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	December 31, 2020*		December 31, 2019*
(millions of US dollars)
Assets
Current assets
Cash and cash equivalents		63.8		46.1
Restricted cash		—		8.0
Receivables - trade, net		15.9		15.3
Receivables - affiliates (Note 7)		12.0		12.2
Construction advances		2.1		2.4
Gas imbalance receivable		6.3		2.5
Other		3.5		2.9
		103.6		89.4
Property, plant and equipment, net (Note 5)		2,609.9		2,633.0
Regulatory assets (Note 3)		49.2		50.2
Other long-term assets		2.5		1.9
Intangible assets, net (Note 6)		45.2		42.3
Goodwill		14.8		14.9
Total assets		2,825.2		2,831.7
Liabilities and members’ equity
Current liabilities
Accounts payable		11.7		27.4
Accounts payable - affiliates (Note 7)		16.6		19.3
Distributions payable		9.9		—
Taxes accrued		89.6		78.0
Deferred credits		—		8.0
Other		10.7		9.5
		138.5		142.2
Commitments and contingencies (Note 9)
Members’ equity		2,686.7		2,689.5
Total liabilities and members’ equity		2,825.2		2,831.7

* Not covered by the auditor’s report

The accompanying notes are an integral part of these consolidated financial statements.

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NEXUS GAS TRANSMISSION, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020 and 2019 (not covered by the auditor’s report)

1. BUSINESS OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

NEXUS Gas Transmission, LLC (collectively, “we”, “our”, “us” and the “Company”) is a Delaware limited liability company and is owned 50% by Spectra NEXUS Gas Transmission, LLC (an indirect subsidiary of Enbridge Inc. (Enbridge)) and 50% by DTE NEXUS, LLC (a direct subsidiary of DTE Pipeline Company (DTE)), collectively the “Members”. We are engaged in the transmission of natural gas received from Appalachian shale gas supplies to markets in the United States (US) Midwest, including Ohio, Michigan and Illinois, as well as Ontario, Canada. We are subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC).

BASIS OF PRESENTATION

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The consolidated financial statements reflect the results of operations, financial position and cash flows of our company. The consolidated financial statements do not include any of the assets, liabilities, revenues or expenses of the Members. Amounts are stated in US dollars unless otherwise noted.

CONSOLIDATION

The consolidated financial statements reflect the elimination of intercompany transactions and balances.

USE OF ESTIMATES

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the consolidated financial statements. Significant estimates and assumptions used in the preparation of the Consolidated Financial Statements include, but are not limited to: carrying values of regulatory assets and liabilities (Note 3); purchase price allocations (Note 4); expected credit losses; depreciation rates and carrying value of property, plant and equipment (Note 5); amortization rates of intangible assets (Note 6); measurement of goodwill (Note 4); and commitments and contingencies (Note 9). Actual results could differ from these estimates.

REGULATION

We are subject to the rules and regulations of the FERC, who exercises statutory authority over matters such as rates, ratemaking and agreements with customers. To recognize the economic effects of the actions of the regulator, the timing of recognition of certain revenues and expenses in these operations may differ from that otherwise expected under US GAAP for non rate-regulated entities. Regulatory assets represent amounts that are expected to be recovered from customers in future periods through rates. Regulatory liabilities represent amounts that are expected to be refunded to customers in future periods through rates. Regulatory assets are assessed for impairment if we identify an event indicative of possible impairment. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator’s actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, we would generally not recognize regulatory assets or liabilities and the earnings impact would be recorded in the period the expenses are incurred or revenues are earned. A regulatory asset or liability is recognized in respect of deferred income taxes when it is expected the amounts will be recovered or settled through future regulator-approved rates. We believe that the recovery of our regulatory assets as at December 31, 2020 is probable over the periods described in Note 3 - Regulatory Matters.

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ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION

Allowance for funds used during construction (AFUDC) represents the estimated debt and equity costs of capital funds necessary to finance the construction and expansion of certain new regulated facilities, consists of two components, an equity component and an interest expense component. The equity component is a non cash item. After construction is completed, we are permitted to recover these costs through inclusion in the rate base and in the depreciation provision. AFUDC is capitalized as a component of Property, plant and equipment, net on the Consolidated Statements of Financial Position, with offsetting credits to the Consolidated Statements of Earnings through Other income. The total amount of AFUDC included in the Consolidated Statements of Earnings was immaterial for the years ended December 31, 2020 and December 31, 2019.

REVENUE RECOGNITION

Revenues from the transportation of natural gas are recognized when the service has been performed, the amount of revenue can be reliably measured and collectibility is reasonably assured. Revenues related to these services provided but not yet billed are estimated each month. These estimates are generally based on contract data, regulatory information and preliminary throughput and allocation measurements. Final bills for the current month are billed and collected in the following month. Differences between actual and estimated revenues are immaterial.

INCOME TAXES

We are not subject to federal income taxes, but rather our taxable income or loss is reported on the income tax returns of our members. We are subject to cost-based regulation and consequently record a regulatory tax asset in connection with the tax gross up of AFUDC equity. The corresponding deferred tax liability is recognized as an Attributed deferred tax expense in the Consolidated Statements of Changes in Members’ Equity since we are a pass-through entity.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include short-term investments with a term to maturity of three months or less when purchased.

RESTRICTED CASH

Cash and cash equivalents that are restricted as to withdrawal or usage, in accordance with specific commercial arrangements, are presented as Restricted cash on the Consolidated Statements of Financial Position.

CURRENT EXPECTED CREDIT LOSSES

Accounts receivables are measured at cost and a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations. Other loan receivables and applicable off-balance sheet commitments utilize a discounted cash flow methodology which calculates the current expected credit losses based on historical default probability rates associated with the credit rating of the counterparty and the related term of the loan or commitment, adjusted for forward-looking information and management expectations.

NATURAL GAS IMBALANCES

The Consolidated Statements of Financial Position include in-kind balances as a result of differences in gas volumes received and delivered for customers. Since settlement of certain imbalances is in-kind, changes in the balances do not have an effect on our Consolidated Statements of Earnings or Consolidated Statements of Cash Flows. Natural gas volumes owed to or by us are valued at natural gas market index prices as at the dates of the Consolidated Statements of Financial Position.

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PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at historical cost. Expenditures for construction, expansion, major renewals and betterments are capitalized. Maintenance and repair costs are expensed as incurred. Expenditures for project development are capitalized if they are expected to have future benefit. For our rate-regulated assets, AFUDC is included in the cost of property, plant and equipment and is depreciated over future periods as part of the total cost of the related asset. AFUDC includes both an interest component and, if approved by the regulator, a cost of equity component. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets commencing when the asset is placed in service.

When we retire property, plant and equipment, we charge the original cost plus the cost of retirement, less salvage value, to accumulated depreciation and amortization. When we sell entire regulated operating units, or retire or sell certain non-regulated properties, the cost is removed from the property account and the related accumulated depreciation and amortization accounts are reduced. Any gain or loss is recorded in earnings, unless otherwise required by FERC.

PRELIMINARY PROJECT COSTS

Project development costs, including expenditures for preliminary surveys, plans, investigations, environmental studies, regulatory applications and other costs incurred for the purpose of determining the feasibility of capital expansion projects, are capitalized when it is determined that recovery of such costs through regulated revenues of the completed project is probable.

INTANGIBLE ASSETS

Intangible assets consist primarily of certain software costs and customer relationships. We capitalize costs incurred during the application development stage of internal use software projects. Customer relationships represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition. Intangible assets are generally amortized on a straight-line basis over their expected lives, commencing when the asset is available for use.

GOODWILL

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment annually, or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. We perform our annual review of the goodwill balance on September 1.

We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. When performing a qualitative assessment, we determine the drivers of fair value and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the last fair value assessment. Our evaluation includes, but is not limited to, assessment of macroeconomic trends, regulatory environments, capital accessibility, operating income trends and industry conditions. Based on our assessment of the qualitative factors, if we determine it is more likely than not that the fair value is less than its carrying amount, a quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test involves determining the fair value of goodwill and comparing that value to its carrying value. If the carrying value, including allocated goodwill, exceeds its fair value, goodwill impairment is measured at the amount by which the carrying value exceeds the fair value. This amount should not exceed the carrying amount of goodwill. Fair value is estimated using a discounted cash flow model technique. The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to discount rates, projected operating income, terminal value growth rates, capital expenditures and working capital levels. The cash flow projections included significant judgments and assumptions relating to revenue growth rates and expected future capital expenditure.

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On September 1, 2020, we performed a quantitative goodwill impairment assessment for our reporting units with no resulting impairment charge. No indicators of goodwill impairment were identified during the remainder of 2020.

LONG-LIVED ASSET IMPAIRMENT

We review the carrying values of our long-lived assets as events or changes in circumstances warrant. If it is determined that the carrying value of an asset exceeds the undiscounted cash flows expected from the asset, we calculate fair value based on the discounted cash flows and write the assets down to the extent that the carrying value exceeds the fair value.

CHANGES IN ACCOUNTING POLICIES

Goodwill

We previously performed our annual goodwill impairment test on April 1 of the previous fiscal year. Beginning with the year ended December 31, 2020, we moved the annual goodwill impairment test from April 1 to September 1 to better align with the preparation and review of our long-range plan, which is used in the test. The change does not delay, accelerate or avoid an impairment charge.

ADOPTION OF NEW ACCOUNTING STANDARDS

Recognition of Leases

Effective January 1, 2020, we adopted ASU 2016-02 on a modified retrospective basis. The new standard was issued with the intent to increase transparency and comparability among organizations. It requires lessees of operating lease arrangements to recognize right-of-use assets and the related lease liabilities on the statements of financial position and disclose additional key information about lease agreements. The new standard also replaces the current definition of a lease and requires that an arrangement be recognized as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. The adoption of this standard did not have a material impact on our consolidated financial statements.

Clarifying Interaction between Collaborative Arrangements and Revenue from Contracts with Customers

Effective January 1, 2020, we adopted ASU 2018-18 on a retrospective basis. The new standard was issued in November 2018 to provide clarity on when transactions between entities in a collaborative arrangement should be accounted for under the new revenue standard, Accounting Standards Codification (ASC) 606. In determining whether transactions in collaborative arrangements should be accounted for under the revenue standard, the update specifies that entities shall apply unit of account guidance to identify distinct goods or services and whether such goods and services are separately identifiable from other promises in the contract. ASU 2018-18 also precludes entities from presenting transactions with a collaborative partner which are not in scope of the new revenue standard together with revenue from contracts with customers. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Accounting for Credit Losses

Effective January 1, 2020, we adopted ASU 2016-13 on a modified retrospective basis.

The new standard was issued in June 2016 with the intent of providing financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The previous accounting treatment used the incurred loss methodology for recognizing credit losses that delayed the recognition until it was probable a loss had been incurred. The accounting update adds a new impairment model, known as the current expected credit loss model, which

8

is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the Financial Accounting Standards Board believes results in more timely recognition of such losses.

Further, ASU 2018-19 was issued in November 2018 to clarify that operating lease receivables should be accounted for under the new leases standard, ASC 842, and are not within the scope of ASC 326, Financial Instruments - Credit Losses.

The adoption of this ASU did not have a material impact on the Consolidated Statements of Earnings, Comprehensive Income or Cash Flows during the period.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Significant Customers

For December 31, 2020, two of our five largest customers accounted for approximately 27% and 19% of our revenues with the remaining three customers accounting for approximately 12% each. For December 31, 2019, two of our five largest customers accounted for approximately 30% and 20% of our revenues with the remaining three customers accounting for approximately 12% each.

Disaggregation of Revenue

All significant operating revenues for the year ended December 31, 2020 were earned from contracts with customers for the transportation of natural gas.

Contract Balances	Contract Receivables		Contract Assets
(millions of US dollars)
Balance at December 31, 2020		27.9		2.5
Balance at December 31, 2019		27.5		1.7

Contract receivables represent the amount of receivables derived from contracts with customers.

Contract assets represent the amount of revenue which has been recognized in advance of payments received for performance obligations we have fulfilled (or partially fulfilled) and prior to the point in time at which our right to the payment is unconditional. Contract assets are reported within Other long-term assets on the Consolidated Statements of Financial Position and amounts are transferred to accounts receivable when our right to the consideration becomes unconditional.

There were no contract liabilities as at December 31, 2020 or December 31, 2019.

Revenue from Unfulfilled Performance Obligations

Total revenue from performance obligations expected to be fulfilled in future periods is approximately $3.5 billion, of which $281 million is expected to be recognized during the year ended December 31, 2021.

Excluded from these amounts are variable considerations, effects of escalation on certain contracts that have a duration of one year or less pursuant to the practical expedient provision of the standard, and interruptible contracts not enforceable until volumes are nominated by customers for transportation.

Long-Term Transportation Agreements

For long-term transportation agreements, significant judgments pertain to the period over which revenue is recognized. Transportation revenue earned from firm contracted capacity arrangements is recognized ratably over the contract period. Transportation revenue from interruptible or volumetric-based arrangements is recognized when services are performed.

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Estimates of Variable Consideration

Revenue from arrangements subject to variable consideration is recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Uncertainties associated with variable consideration relate principally to differences between estimated and actual volumes and prices. These uncertainties are resolved each month when actual volumes are sold or transported and actual tolls and prices are determined.

Performance Obligations Satisfied Over Time

For arrangements where transportation services are transferred, we recognize revenue over time using the output method. Outputs are determined based on the volumes of commodities delivered or transported and correspond directly to the benefits received by the customer during that period. All operating revenues earned by us for the years ended December 31, 2020 and December 31, 2019 were from services transferred over time.

Determination of Transaction Prices

Prices for gas processing and transportation services are determined based on the capital cost of the facilities, pipelines and associated infrastructure required to provide such services plus a rate of return on capital invested that is determined either through negotiations with customers or through regulatory processes for those operations that are subject to rate regulation.

Payment Terms

Payments are received monthly from customers under long-term transportation contracts.

3. REGULATORY MATTERS

We record assets and liabilities that result from the regulated ratemaking process that would not be recorded under US GAAP for non-regulated entities. See Note 1- Business Overview and Significant Accounting Policies for further discussion.

December 31,	2020		2019
(millions of US dollars)
Regulatory Assets
Regulatory asset related to income taxes1,2		49.2		50.2
Total Regulatory Assets		49.2		50.2
Regulatory Liabilities
Fuel tracker3,4		3.6		3.0
Total Regulatory Liabilities		3.6		3.0

1 Relates to tax gross-up of AFUDC equity portion and is included in Regulatory assets.

2 Amortized over the life of the related property, plant and equipment.

3 Included in Current liabilities - Other.

4 Includes amounts settled in cash annually through transportation rates in accordance with FERC gas tariffs.

Rate-Related Information

We continue to operate under rates approved by the FERC in 2017.

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4. ACQUISITIONS

On September 20, 2019 we acquired 100% of Generation Pipeline LLC (GPL) for a cash purchase price of $163.2 million, including estimated closing adjustments (the acquisition).

GPL was founded in 2015 and operates a 23-mile, 24-inch diameter pipeline with approximate capacity of 355,000 MMBtu per day. The system does not include any compressor stations and is capable of increasing capacity to 650,000 MMBtu per day without additional compression. The pipeline originates at the Maumee Hub in Lucas County, Ohio where it interconnects with Panhandle Eastern Pipeline and ANE Pipeline and delivers gas to industrial customers near the port of Toledo, Ohio. The pipeline went into service in September, 2016.

GPL’s existing infrastructure provides access to future growth opportunities from growing power and industrial demand in Ohio. In addition, there are potential opportunities to connect our existing infrastructure with that of GPL via lateral pipelines to further broaden market access capabilities.

The acquisition was accounted for as a business combination under the acquisition method of accounting as prescribed by ASC 805 Business Combinations. The acquired tangible and intangible assets were recorded at their estimated fair values at the date of acquisition.

The purchase price allocation was completed as at September 20, 2019 along with the determination of remaining goodwill. The following table summarizes the estimated fair values that were assigned to the net assets of GPL:

September 20,	2019
(millions of US dollars)
Fair value of net assets acquired:
Cash and cash equivalents		1.0
Accounts receivable (a)		2.1
Contract asset (b)		1.7
Property, plant and equipment (c)		109.4
Intangible assets - contractual relationships (d)		38.1
Current liabilities (e)		(4.0	)
		148.3
Goodwill (f)		14.9
		163.2
Purchase price:
Cash		163.2

a) Accounts receivable represents outstanding invoices for transportation services provided to customers. Due to the short-term nature, and the low probability of non-collection, it was assumed that the fair value would not be materially different from the carrying value.

b) Contract asset represents an outstanding receivable from a customer for services which GPL had already performed.

c) Property, plant and equipment acquired includes pipeline, metering and receipt stations, land, rights-of way and construction in progress. We have applied the valuation methodologies described in ASC 820 Fair Value Measurements and Disclosures, to value the property, plant and equipment purchased. The fair value of GPL’s property, plant and equipment was primarily determined using a cost approach aided by the income approach utilized in the context of an economic obsolescence analysis. Some of the more significant assumptions inherent in the development of the values included the reliance on internal data primarily due to a lack of publicly available third-party data related to similar transactions.

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d) Intangible assets acquired represent contractual relationships arising from long-term transportation contracts with three customers. Capitalized upon acquisition, the fair value has been determined using an income approach. Intangible assets are amortized on a straight-line basis over their expected lives.

e) Current liabilities represent accounts payable and accrued expenses. Due to the short-term nature it was assumed that the fair value would not be materially different than the carrying value.

f) As part of the acquisition we recorded $14.9 million in goodwill, which is primarily related to access to future growth opportunities from growing power and industrial demand in Ohio, in addition to potential opportunities to connect the Company’s existing infrastructure to that of GPL via lateral pipelines.

Cash of $8.0 million was held back from the consideration paid to the seller and held in escrow until immaterial closing adjustments were finalized in late 2020. As at December 31, 2019 our Consolidated Statements of Financial position reflect Restricted cash and Deferred credits of $8.0 million. As at December 31, 2020 these amounts are nil.

Post acquisition, we began consolidating GPL and since the closing date of September 20, 2019 through to December 31, 2019, GPL generated $3.7 million in operating revenues and $1.3 million in earnings.

5. PROPERTY, PLANT AND EQUIPMENT

December 31,	Weighted Average Depreciation Rate			2020			2019
(millions of US dollars)
Plant
Natural gas transmission		1.7	%		2,330.1			2,282.2
Distribution		2.0	%		106.1			106.0
Rights of way		1.7	%		252.9			252.4
Land		—	%		15.9			15.9
Construction in progress		—	%		0.9			27.3
Total property, plant and equipment					2,705.9			2,683.8
Total accumulated depreciation					(96.0	)		(50.8	)
Property, plant and equipment, net					2,609.9			2,633.0

We had no capital leases at December 31, 2020 and December 31, 2019.

Depreciation express for the years ended December 31, 2020 and 2019 was $45.2 million and $42.3 million, respectively.

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6. INTANGIBLES

The following table provides the weighted average amortization rate, gross carrying value, accumulated amortization and net carrying value for each of our major classes of intangible assets:

December 31, 2020	Weighted Average Amortization Rate			Cost		Accumulated Amortization			Net
(millions of US dollars)
Customer relationships		2.0	%		38.1		(1.1	)		37.0
Software		20.0	%		2.1		(0.9	)		1.2
Interconnection costs		1.7	%		7.2		(0.2	)		7.0
Total net intangible assets					47.4		(2.2	)		45.2
December 31, 2019	Weighted Average Amortization Rate			Cost		Accumulated Amortization			Net
(millions of US dollars)
Customer relationships		3.3	%		38.1		(0.3	)		37.8
Software		20.0	%		2.1		(0.5	)		1.6
Interconnection costs		1.7	%		3.0		(0.1	)		2.9
Total net intangible assets					43.2		(0.9	)		42.3

For the years ended December 31, 2020 and 2019, our amortization expense related to intangible assets totaled $1.3 million and $0.8 million respectively. Estimated amortization expense for 2021 through 2023 is $1.3 million per year and $0.9 million per year in 2024 through 2025.

7. RELATED PARTY TRANSACTIONS

Related party transactions are conducted in the normal course of business and unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

We are currently party to a Construction, Operation and Management Agreement (the COM) with Spectra Energy NEXUS Management, LLC (the Operator). The Operator has been engaged to develop, construct, market, and operate our natural gas transmission assets, amongst other administrative responsibilities, and is to be reimbursed for all costs incurred in accordance with the COM. As the Operator is an indirect subsidiary of Enbridge, these transactions are inherently related party transactions.

Our transactions with entities related through common or joint control are as follows:

Statements of Earnings

Year ended December 31,	2020		2019
(millions of US dollars)
Operating revenues		143.9		129.0
Operating, maintenance and other		113.5		105.6

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Statements of Financial Position    

December 31,	2020		2019
(millions of US dollars)
Receivables - trade		12.0		12.2
Gas imbalance receivable		4.1		1.8
Construction advances		2.1		2.4
Current assets - other		2.9		2.5
Accounts payable - affiliates		16.6		19.3

Transactions billed from the Operator, included within Property, plant and equipment, net in the Consolidated Statements of Financial Position, were $13.2 million and $23.1 million for the years ended December 31, 2020 and 2019, respectively.

8. RISK MANAGEMENT

CREDIT RISK

Our principal customers for natural gas transportation services are local distribution companies, natural gas producers and marketers, and utilities located in Ohio, Michigan and Ontario, Canada. We have concentrations of receivables from these sectors throughout this region. These concentrations of customers may affect our overall credit risk in that risk factors can negatively affect the credit quality of the entire sector. Where exposed to credit risk, we analyze the customers’ financial condition prior to entering into an agreement, establish credit limits and monitor the appropriateness of those limits on an ongoing basis. We also obtain parental guarantees, cash deposits, or letters of credit from customers to provide credit support, where appropriate, based on our financial analysis of the customer and the regulatory or contractual terms and conditions applicable to each contract.

COVID-19 PANDEMIC RISK

The spread of the COVID-19 pandemic has caused significant volatility in Canada, the US and international markets. While we have taken proactive measures to deliver energy safely and reliably during this pandemic, given the ongoing dynamic nature of the circumstances surrounding COVID-19, the impact of this pandemic on our business remains uncertain.

9. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

As at December 31, 2020, we have commitments as detailed below:

	Total		Less than 1 year		2 years		3 years		4 years		5 years		Thereafter
(millions of US dollars)
Operating commitments		1,066.2		97.5		97.5		97.5		97.5		97.5		578.7
Total		1,066.2		97.5		97.5		97.5		97.5		97.5		578.7

GENERAL INSURANCE

We maintain, either independently, or through inclusion in the corporate insurance programs maintained by our respective owners in proportion to their respective interest in our company, insurance coverage in types and amounts, and with terms and conditions, that are generally consistent with coverage considered customary for our industry.

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ENVIRONMENTAL

We are subject to various US federal, state and local laws relating to the protection of the environment. These laws and regulations can change from time to time, imposing new obligations on us.

Environmental risk is inherent to natural gas pipeline operations, we are at times, subject to environmental remediation obligations at various sites where we operate. We manage this environmental risk through appropriate environmental policies, programs and practices to minimize any impact our operations may have on the environment. To the extent that we are unable to recover payment for environmental liabilities from insurance or other potentially responsible parties, we will be responsible for payment of costs arising from environmental incidents associated with the operating activities of our natural gas business.

LITIGATION AND LEGAL PROCEEDINGS

We are involved in various legal and regulatory actions and proceedings which arise in the normal course of business, including interventions in regulatory proceedings and challenges to regulatory approvals and permits. While the final outcome of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on our consolidated financial position or results of operations.

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded at either December 31, 2020 or 2019, related to litigation.

10. SUBSEQUENT EVENTS

We have evaluated significant events and transactions that occurred from January 1, 2021 through March 16, 2021, the date the consolidated financial statements were issued, and no subsequent events requiring disclosure were noted.

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