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What changed in DT Midstream, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of DT Midstream, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+244 added−215 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-16)

Top changes in DT Midstream, Inc.'s 2024 10-K

244 paragraphs added · 215 removed · 176 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

79 edited+41 added−21 removed140 unchanged
Biggest changeDue 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. 26 Liquidity, Credit and Financial Risks We may not have access to additional financing sources on favorable terms, or at all, which could materially adversely affect our business, financial condition and results of operations, and independent third parties determine our credit ratings outside of our control.
Biggest changeDue 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.
Risks Relating to Our Business Operational Risks Any significant decrease in demand or in production of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations .
Risks Relating to Our Business Operational Risks Any significant decrease in production or in demand of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations .
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.
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, or governmental claims for natural resource damages or imposing fines or penalties for related violations of environmental laws, permits or regulations.
We believe that our non-jurisdictional natural gas gathering facilities, including those which we refer to as "lateral pipelines," meet the traditional tests FERC has used to establish a pipeline’s status as an exempt gatherer not subject to regulation as a FERC-jurisdictional natural gas company under the NGA, although FERC has not made a formal determination with respect to the jurisdictional status of those facilities.
We believe that our non-jurisdictional natural gas gathering facilities, including those which we refer to as "gathering lateral pipelines," meet the traditional tests FERC has used to establish a pipeline’s status as an exempt gatherer not subject to regulation as a FERC-jurisdictional natural gas company under the NGA, although FERC has not made a formal determination with respect to the jurisdictional status of those facilities.
For example, an Executive Order was issued on January 27, 2021 ("Tackling the Climate Crisis at Home and Abroad") that included provisions directing the Secretary of the Interior to pause approval of new oil and natural gas leases on public lands pending completion of a comprehensive review and reconsideration of U.S. federal oil and gas permitting and leasing practices and directing the heads of U.S. federal agencies to take steps to ensure that, to the extent consistent with applicable law, federal funding is not directly subsidizing fossil fuels.
For example, an Executive Order was issued on January 27, 2021 ("Tackling the Climate Crisis at Home and Abroad") that included provisions directing the Secretary of the Interior to pause approval of new oil and natural gas leases on public lands pending completion of a comprehensive review and reconsideration of U.S. federal oil and gas permitting and leasing practices and directing the heads 31 of U.S. federal agencies to take steps to ensure that, to the extent consistent with applicable law, federal funding is not directly subsidizing fossil fuels.
Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that 30 seek to reduce GHGs emissions and the EPA, based on its findings that emissions of GHGs 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.
Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that seek to reduce GHGs emissions and the EPA, based on its findings that emissions of GHGs 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.
Negative opinions could also result in sales volumes reductions, increased use of alternative forms of energy, reduced access to capital markets, or greater challenges in developing or operating our assets. In addition, in recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community.
Negative opinions could also result in sales volumes reductions, increased use of alternative forms of energy, reduced access to capital markets, or greater challenges in developing or operating our assets. In addition, in recent years, attention has been given to corporate activities related to ESG matters in public discourse and the investment community.
For example, in April 2020 the U.S. federal district court for the district of Montana issued a broad order vacating NWP 12, a general permit issued by the U.S. Army Corps of Engineers relied upon by industry for expedited permitting of oil and gas pipelines, for alleged failure to comply with consultation requirements under the ESA. While the U.S.
For example, in April 2020 the U.S. District Court for the District of Montana issued a broad order vacating NWP 12, a general permit issued by the U.S. Army Corps of Engineers relied upon by industry for expedited permitting of oil and gas pipelines, for alleged failure to comply with consultation requirements under the ESA. While the U.S.
It cannot be predicted whether or when tax laws, statutes, rules, regulations or ordinances may be enacted, issued, or amended. Changes to existing tax laws or the enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay dividends to our shareholders.
It cannot be predicted whether or when tax laws, statutes, rules, regulations or ordinances may be enacted, issued, or amended. Changes to existing tax laws or the 34 enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay dividends to our shareholders.
Such regulations or any new U.S. federal laws restricting emissions of GHGs, such as a carbon tax, from customer operations, or that limit the growth of pipelines and LNG exports from the U.S., could delay or curtail their activities and, in turn, adversely affect our business, financial condition and results of operations.
Any new U.S. federal laws restricting emissions of GHGs, such as a carbon tax, from customer operations, or that limit the growth of pipelines and LNG exports from the U.S., could delay or curtail their activities and, in turn, adversely affect our business, financial condition and results of operations.
The regulations require operators to: (i) perform ongoing assessments of pipeline integrity; (ii) identify and characterize applicable threats to pipeline segments that could impact an HCA; (iii) improve data collection, integration and analysis; (iv) repair and remediate the pipeline as necessary; and (v) implement preventive and 33 mitigating actions.
The regulations require operators to: (i) perform ongoing assessments of pipeline integrity; (ii) identify and characterize applicable threats to pipeline segments that could impact an HCA; (iii) improve data collection, integration and analysis; (iv) repair and remediate the pipeline as necessary; and (v) implement preventive and mitigating actions.
In reviewing certificate applications or amendments, FERC applies its Certificate Policy Statement, which FERC is considering revising, in part to address the consideration of climate change when acting on such applications. A revised Certificate Policy Statement could result in more stringent review of future projects within FERC’s jurisdiction.
In reviewing certificate applications or amendments, FERC applies its Certificate Policy Statement, which FERC is considering revising, in part to address the consideration of climate change when 32 acting on such applications. A revised Certificate Policy Statement could result in more stringent review of future projects within FERC’s jurisdiction.
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 Internal Revenue Code apply, we could, under certain circumstances, be required to indemnify DTE Energy for the resulting taxes and related expenses.
Additionally, 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 Internal Revenue Code apply, we could, under certain circumstances, be required to indemnify DTE Energy for the resulting taxes and related expenses.
A terrorist attack or armed conflict event, or the threat of them, could harm our business . The U.S. Department of Homeland Security has continued to issue public warnings that indicated that pipelines and other energy assets might be specific targets of terrorist organizations.
A terrorist attack or armed conflict event, or the threat of them, could harm our business . The U.S. Department of Homeland Security (DHS) has continued to issue public warnings that indicated that pipelines and other energy assets might be specific targets of terrorist organizations.
The threat or occurrence of any of these events could cause a substantial decrease in revenues; increased costs or other financial losses; 34 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.
The threat or occurrence of any of these events 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.
Any of these consequences could materially adversely affect our business, financial condition and results of operations. 35 We are subject to cybersecurity and data privacy laws, regulations, litigation and directives relating to our processing of personal data. Our business involves collection, uses and other processing of personal data of our employees, contractors, suppliers and service providers.
Any of these consequences could materially adversely affect our business, financial condition and results of operations. We are subject to cybersecurity and data privacy laws, regulations, litigation and directives relating to our processing of personal data. Our business involves collection, uses and other processing of personal data of our employees, contractors, suppliers and service providers.
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.
However, 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.
While we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and products, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.
While we may 36 participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and products, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.
In addition to physical risks, our business is subject to transition risks arising from efforts to address climate change through legislation and policies and through market preferences that disfavor fossil fuels and related businesses.
In addition to physical risks, our business is subject to 30 transition risks arising from efforts to address climate change through legislation and policies and through market preferences that disfavor fossil fuels and related businesses.
Failure to successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition and results of operations. The lack of diversification of our assets and geographic locations could materially adversely affect our business, financial condition and results of operations.
Failure to 27 successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition and results of operations. The lack of diversification of our assets and geographic locations could materially adversely affect our business, financial condition and results of operations.
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.
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 35 materially reduce our revenue.
Some organizations that provide corporate governance and related information to investors have developed ratings systems for evaluating companies on their approach to ESG matters.
Some organizations that provide corporate governance and related information to investors have ratings systems for evaluating companies on their approach to ESG matters.
Unfavorable ESG ratings may lead to increased negative investor and bank financing sentiment toward us and our industry and to the diversion of investment to other companies or industries, which could adversely affect the demand for our services, our stock price, our access to and costs of capital and, in turn, materially adversely affect our business, financial condition and results of operations.
Unfavorable ESG ratings could lead to negative investor and bank financing sentiment toward us and our industry and to the diversion of investment to other companies or industries, which could adversely affect the demand for our services, our stock price, our access to and costs of capital and, in turn, materially adversely affect our business, financial condition and results of operations.
See also "— Any significant decrease in demand or in production of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations ". We are exposed to our customers’ credit risk and our credit risk management and contractual terms may be inadequate to protect against such risk.
See also " Operational Risks — Any significant decrease in production or in demand of natural gas in our asset footprint could materially adversely affect our business, financial condition and results of operations." We are exposed to our customers’ credit risk and our credit risk management and contractual terms may be inadequate to protect against such risk.
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 Northern Michigan assets and our storage assets, have been in operation for many years, with some portions being more than 40 years old.
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 Northern Michigan assets and our storage assets, have been in operation for many years, with some portions being more than 50 years old.
While these efforts are diverse and frequently change, they may impose additional compliance costs and may reduce market interest in our business. Changing customer behaviors may lead to less demand for our services, less favorable pricing for our services, inefficient utilization of our assets, and diminished reputation.
While these efforts are diverse and subject to change, they may impose additional compliance costs and may reduce market interest in our business. Changing customer behaviors may lead to less demand for our services, less favorable pricing for our services, inefficient utilization of our assets, and diminished reputation.
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 alternative forms of energy, and encouraging the divestment of companies in the fossil fuel industry.
A number of advocacy groups have campaigned for governmental and private action to promote change at public companies related to ESG matters, including demands for action related to climate change, promoting the use of alternative forms of energy, and encouraging the divestment of companies in the fossil fuel industry.
Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many operational hazards, including (i) damage to pipelines, facilities, equipment, environmenta l controls and s urrounding properties, including damage resulting from landslide and ground movement slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.
Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many operational hazards, including (i) damage to pipelines, facilities, equipment, environmental controls and surrounding properties, including damage resulting from landslide and ground movement slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.
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.
In addition, our ability to service debt under our Revolving Credit 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.
Increasing attention to climate change and environmental conservation may result in increased costs, reduced access to insurance at reasonable rates, reduced demand for our services, reduced profits, negative impacts on our stock price, reduced access to capital markets, and governmental investigations and private litigation against us or our customers.
Attention to climate change and environmental conservation could result in increased costs, reduced access to insurance at reasonable rates, reduced demand for our services, reduced profits, negative impacts on our stock price, reduced access to capital markets, and governmental investigations and private litigation against us or our customers.
Investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies are increasingly focused on climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy.
Investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies have been focused on climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy.
Consequently, our ability to access the credit market in order to attract financing on reasonable terms may be adversely affected.
Consequently, our ability to access the credit markets in order to attract financing on reasonable terms may be adversely affected.
Any expansion project or acquisition involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when making acquisitions for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build or acquire; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new service areas or new geographic areas. 24 We have entered into joint ventures, and may in the future enter into additional or modify existing joint ventures, which might restrict our operational and corporate flexibility.
Any expansion project or acquisition involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when making acquisitions for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build or acquire; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new service areas or new geographic areas.
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.
Expansion projects or acquisitions that are expected to be accretive, including our Midwest Pipeline Acquisition, may nevertheless reduce our cash from operations and could 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.
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.
The distribution of our common stock is also subject to review under state corporate distribution statutes. Although DTE Energy intended to make a lawful distribution of our common stock, we cannot assure you that a court will not later determine that some or all of the Distribution to DTE Energy shareholders was unlawful.
The distribution of our common stock is also subject to review under state corporate distribution statutes. Although DTE Energy intended to make a lawful distribution of our common stock, we cannot assure you that a court will not later determine that some or all of the Distribution to DTE Energy shareholders was unlawful. 38 Item 1B. Unresolved Staff Comments None.
We published our second annual Corporate Sustainability Report in the second quarter 2023, which detailed how we seek to manage our operations responsibly and ethically, as well as strategies and goals associated with reducing our environmental impact.
We published our third annual Corporate Sustainability Report in 2024, which detailed how we seek to manage our operations responsibly and ethically, as well as strategies and goals associated with reducing our environmental impact.
Our Term Loan Facility and borrowings under our Revolving Credit Facility have, and we may in the future enter into debt instruments with, variable interest rates. Beginning early in 2022, in response to growing signs of inflation, the Federal Reserve has increased interest rates rapidly.
Borrowings under our Revolving Credit Facility have, and we may in the future enter into debt instruments with, variable interest rates. From early 2022 through late 2023, in response to growing signs of inflation, the Federal Reserve increased interest rates rapidly.
Our existing and future level of debt could have important consequences to us, including the following: (i) our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms; (ii) the funds that we have available for operations and payment of dividends to shareholders will be reduced by that portion of our cash flow required to make principal and interest payments on outstanding debt; and (iii) our debt level could make us more vulnerable to competitive pressures than competitors with less debt or to a downturn in our business or the economy generally. 27 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.
Our existing and future level of debt could have important consequences to us, including the following: (i) our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms; (ii) the funds that we have available for operations and payment of dividends to shareholders will be reduced by that portion of our cash flow required to make principal and interest payments on outstanding debt; and (iii) our debt level could make us more vulnerable to competitive pressures than competitors with less debt or to a downturn in our business or the economy generally.
Our existing and future level of debt may limit our flexibility to obtain additional financing and to pursue other business opportunities. As of December 31, 2023, we had outstanding approximately $2.1 billion of senior notes, $600 million of senior secured notes, $399 million of indebtedness under our Term Loan Facility and $165 million of borrowings under our Revolving Credit Facility.
Our existing and future level of debt may limit our flexibility to obtain additional financing and to pursue other business opportunities. As of December 31, 2024, we had outstanding approximately $2.1 billion of senior notes, $1.25 billion of senior secured notes and $150 million of borrowings under our Revolving Credit Facility.
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.
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.
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 materially adversely affect our business, financial condition and results of operations. 32 State and local legislative and regulatory initiatives relating to gas operations could adversely affect our services and customers’ production and therefore, materially adversely affect our business, financial condition and results of operations.
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 materially adversely affect our business, financial condition and results of operations.
The competition for talent has become increasingly intense, and we may experience increased employee turnover, increased wage inflation or an impediment of our ability to execute certain key strategic initiatives due to a tightening labor market and skilled labor shortages.
In addition, our operations require engineers, operational and field technicians and other highly skilled employees. The competition for talent has become increasingly intense, and we may experience increased employee turnover, increased wage inflation or an impediment of our ability to execute certain key strategic initiatives due to a tightening labor market and skilled labor shortages.
In addition, these joint ventures are subject to most of the same operational risks to which we are subject and the impact of any of these operational risks on our joint ventures’ respective business, financial condition or results of operations could in turn materially adversely affect our business, financial condition and results of operations.
In addition, these joint ventures are subject to most of the same operational risks to which we are subject and the impact of any of these operational risks on our joint ventures’ respective business, financial condition or results of operations could in turn materially adversely affect our business, financial condition and results of operations. 26 We do not own the majority of the land on which our assets are located, which could disrupt our current and future operations.
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.
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 28 and any resulting increase in nonpayment or nonperformance by them could 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. We conduct a meaningful portion of our operations through joint ventures with third parties, including through our interests in Vector, Millennium, NEXUS and Generation, and we may enter into additional joint venture arrangements in the future.
We conduct a meaningful portion of our operations through joint ventures with third parties, including through our interests in Vector, Millennium and NEXUS, and we may enter into additional joint venture arrangements in the future.
A change in the jurisdictional characterization of our gathering assets may result in increased regulation by FERC, which could cause our revenues to decline and operating expenses to increase and could materially adversely affect our business, financial condition and results of operations.
Future exposure to the volatility of natural gas prices as a result of gas imbalances on our transportation, storage and gathering systems could materially adversely affect our business, financial condition and results of operations. 33 A change in the jurisdictional characterization of our gathering assets may result in increased regulation by FERC, which could cause our revenues to decline and operating expenses to increase and could materially adversely affect our business, financial condition and results of operations.
Any failure by us or one of our technology service providers to comply with such laws and regulations could result in reputational harm, penalties, regulatory scrutiny, liabilities, legal claims, and/or mandated changes in our business practices. A cyberattack or threat could harm our business.
Any failure by us or one of our technology service providers to comply with such laws and regulations could result in reputational harm, penalties, regulatory scrutiny, liabilities, legal claims, and/or mandated changes in our business practices. We will report any confirmed cybersecurity incidents to the Cybersecurity and Infrastructure Security Agency.
Vector, Millennium, Birdsboro, NEXUS, and the Washington 10 Storage Complex provide interstate services in accordance with their FERC-approved tariffs. 31 Compliance with these requirements can be time-consuming, costly and burdensome and FERC action in any of these areas could adversely affect our ability to compete for business, construct new facilities, offer new services or recover the full cost of operating our pipelines.
Compliance with these requirements can be time-consuming, costly and burdensome and FERC action in any of these areas could adversely affect our ability to compete for business, construct new facilities, offer new services or recover the full cost of operating our pipelines.
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. 25 The expansion of our existing assets and construction of new assets is subject to economic, market, regulatory, environmental, political, and legal risks, which could materially adversely affect our business, financial condition and results of operations.
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.
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 of Engineers.
While a new version might be proposed in early 2025, the position of the new presidential administration is not yet clear. 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 of Engineers.
Our increasing reliance on digital technologies puts us at risk for system failures, disruptions, incidents, data breaches and cyberattacks, which could significantly impair our ability to conduct our business.
The secure processing, maintenance and transmission of this information is critical to our operations. 37 Our increasing reliance on digital technologies puts us at risk for system failures, disruptions, incidents, data breaches and cyberattacks, which could significantly impair our ability to conduct our business.
This could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals. On January 26, 2024, the federal government announced a temporary pause on the authorization of new LNG terminals.
This could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals.
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, including our joint venture partners. The secure processing, maintenance and transmission of this information is critical to our operations.
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, including our joint venture partners.
Department of Transportation, through PHMSA, has adopted regulations requiring pipeline operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in a high consequence area, referred to as an HCA.
Additionally, these requirements require operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in a high consequence area, referred to as an HCA.
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.
Some of our operations cross the U.S./Canada border and are subject to cross-border regulation and potential tariffs which may have a material impact on our business, cash flow, financial condition or results of operations. 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.
We may be unable to renew or replace these contracts at expiration, and our efforts to negotiate for similar fixed revenue commitments may be unsuccessful, which could cause our exposure to natural gas price risk to change or adversely affect the stability of our cash flows. 23 If third-party pipelines and other facilities interconnected to our assets become unavailable to transport natural gas, it could materially adversely affect our business, financial condition and results of operations.
We may be unable to renew or replace these contracts at expiration, and our efforts to negotiate for similar fixed revenue commitments may be unsuccessful, which could cause our exposure to natural gas price risk to change or adversely affect the stability of our cash flows.
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.
Fluctuations in energy prices can greatly affect the development of new natural gas reserves. Drilling and production activity generally decreases as commodity prices decrease. In general terms, the prices of natural gas, oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control.
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 corresponding service revenues.
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., Canada, Northeastern U.S. and Gulf Coast regions.
In addition, future U.S. federal, state or local legislation or regulations under which we will operate our assets could materially adversely affect our business, financial condition and results of operations. We are exposed to costs associated with lost and unaccounted-for volumes.
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. Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of the FERC.
We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers in the ordinary course of our business. While some of our customers are rated investment grade, others have sub-investment grade ratings (including our key customer, Southwestern Energy).
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. These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns.
Southwestern Energy accounted for approximately 60% of our operating revenues for the year ended December 31, 2023. Our operating revenues do not include revenues of unconsolidated joint ventures accounted for as equity method investments.
Our operating revenues do not include revenues of unconsolidated joint ventures accounted for as equity method investments.
Army Corps of Engineers sought public comment on the potential to revise NWP 12 in response to objections to the use of NWP 12 related, primarily, to environmental justice, public participation, and climate change.
Army Corps of Engineers sought public comment on the potential to revise NWP 12 in response to objections to the use of NWP 12 related, primarily, to environmental justice, public participation, and climate change. The prior presidential administration did not take final action to modify the current version of NWP 12 before its expiration and reissuance in March 2026.
If we are unable to implement business strategies that address the physical risks of climate change and that meet the changing expectations of regulators or investors concerning climate change, we may experience a material adverse effect on our business. 29 Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities and changes in these laws and regulations could materially adversely affect our business, financial condition and results of operations.
If we are unable to implement business strategies that address the physical risks of climate change and that meet the changing expectations of regulators or investors concerning climate change, we may experience a material adverse effect on our business.
We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Any subsequent replacement of our Revolving Credit Facility 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".
Any subsequent amendment to the terms of our Revolving Credit Facility, replacement of our Revolving Credit Facility or any new indebtedness could have similar or greater restrictions. 29 For more information, see the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity". Inflation and cost increases may impact our sales margins and profitability.
We have several customers with one being a key customer, Southwestern Energy. The loss of, or reduction in volumes from, this customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations.
The loss of, or reduction in volumes from, this customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations. Expand Energy accounted for approximately 56% of our operating revenues for the year ended December 31, 2024.
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. 28 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 future wells or curtail production of existing wells.
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 future wells or curtail production of existing wells.
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.
For example, our pipelines interconnect with multiple interstate pipelines in the Midwestern U.S., Canada, Northeastern U.S. 24 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.
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.
Although the Federal Reserve reduced the federal funds rate in late 2024, we are unable to predict changes in interest rates which are affected by factors beyond our control. Increases in interest rates on variable rate debt would increase our interest expense unless we make arrangements to hedge the risk of rising interest rates.
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.
In addition, declines in our credit ratings may influence our suppliers’ and customers’ willingness to transact with us, increase the cost of our debt capital, 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.
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.
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.
Continuing inflation and cost increases may impact our sales margins and profitability. Inflationary pressure could adversely impact our profitability. Our operating costs have increased with the market and may continue to increase, due to the recent growth in inflation which has impacted product costs, labor rates, and domestic transportation.
Rising inflation in the future could have an adverse impact on our operating costs, which have historically increased with the market during inflationary periods and may continue to increase as a result of inflationary impacts on product costs, labor rates, and domestic transportation.
Authorizations required for our projects under existing or future agency policies may not be granted or, if granted, such authorization may include burdensome or expensive conditions. Failure to retain and attract key executives and other skilled professional and technical employees could materially adversely affect our business, financial condition and results of operations.
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.
Any such indemnification obligation could materially adversely affect our business, financial condition and results of operations. We agreed to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility. We agreed in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355(e) of the Internal Revenue Code.
We agreed in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355(e) of the Internal Revenue Code.
Governmental standards and commonly accepted frameworks for the protection of computer-based systems and technology from cyber threats and attacks have been adopted. New data privacy and cybersecurity laws add additional complexity, requirements, restrictions and potential legal risk, and compliance programs may require additional investment in resources, and could impact strategies and availability of previously useful data.
Governmental standards and commonly accepted frameworks for the protection of computer-based systems and technology from cyber threats and attacks have been adopted.
In addition, FERC is considering modifying its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change. Policy and regulatory changes relating to the implementation of NEPA may increase scrutiny of environmental impacts associated with our projects.
In addition, FERC could modify its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change. It is not clear at this time whether FERC will modify its policy governing the issuance of certificates and, if so, what those modifications will be.
In November 2022, the Department of the Interior issued a proposed rule that would strictly limit releases of methane from oil and gas drilling on public lands.
Over the past four years, the Department of the Interior has issued various regulations, with portions implementing the provisions of the Inflation Reduction Act pertaining to oil and gas leasing. These regulations include the so-called Waste Prevention Rule, which would strictly limit releases of methane from oil and gas drilling on public lands.
Future exposure to the volatility of natural gas prices as a result of gas imbalances on our transportation, storage and gathering systems could materially adversely affect our business, financial condition and results of operations.
A reduction in the natural gas volumes supplied by producers for any of the factors mentioned above as well as national, regional, local, economic and political factors, including tariffs and periods of changing inflation, could result in reduced throughput on our systems and corresponding service revenues, 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.
The expansion of our existing assets and construction of new assets is subject to economic, market, regulatory, environmental, political, and legal risks, which could materially adversely affect our business, financial condition and results of operations. If we are unable to complete expansion projects, our future growth may be limited.
Removed
Because we do not own these third-party pipelines or facilities, their continuing operation is not within our control.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Director of Cybersecurity has over 20 years of relevant experience and is responsible for managing our cybersecurity program and team, which monitors the day-to-day risks using the approach described above. Material near-term and long-term risks are communicated with senior management and the Board of Directors.
Biggest change"Risk Factors—Risks Relating to Our Business—Other Business Risks— A cyberattack or threat could harm our business " of this Form 10-K. Cybersecurity Governance Our Director of Cybersecurity has over 20 years of relevant experience and is responsible for managing our cybersecurity program and team, which monitors the day-to-day risks using the approach described above.
The Company is currently in material compliance with relevant information privacy and cybersecurity governmental standards with which it is required to comply. The Company has not experienced a material cybersecurity incident during the year ended December 31, 2023. For more information on how material cybersecurity incidents may impact our business, see Part I, Item 1A.
The Company is currently in material compliance with relevant information privacy and cybersecurity governmental standards with which it is required to comply. The Company has not experienced a material cybersecurity incident during the year ended December 31, 2024. For more information on how material cybersecurity incidents may impact our business, see Part I, Item 1A.
The Company's Board of Directors is engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and exposures. While the Board of Directors retains oversight over policy and strategy related to cybersecurity, it has delegated the responsibility for the oversight of the Company’s cybersecurity program to the Audit Committee.
While the Board of Directors retains oversight over policy and strategy related to cybersecurity, it has delegated the responsibility for the oversight of the Company’s cybersecurity program to the Audit Committee.
Removed
"Risk Factors— Other Business Risks—" A cyberattack or threat could harm our business " of this Form 10-K.
Added
Material near-term and long-term risks are communicated with senior management and the Board of Directors. The Company's Board of Directors is engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and exposures.
Removed
Cybersecurity Governance On July 26, 2023, the SEC adopted a final rule requiring, among other things, registrants to disclose certain information regarding cybersecurity risk management, strategy and governance annually and certain information about material cybersecurity incidents within four business days of the incident. The final rule became effective on September 5, 2023.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings 38 Item 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 Item 8. Financial Statements 52
Biggest changeItem 3. Legal Proceedings 39 Item 4. Mine Safety Disclosures 39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54 Item 8. Financial Statements 55

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures Our sand mining facility in Louisiana is subject to regulation by the Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Biggest changeItem 4. Mine Safety Disclosures Our sand mining facility in Louisiana is subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is filed as Exhibit 95.1 to this Annual Report on Form 10-K. 38 PART II
Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is filed as Exhibit 95.1 to this Annual Report on Form 10-K. 39 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeLong-Term Incentive Plan 974,733 $ — 5,229,267 _____________________________________ (a) Includes 417,294 Restricted Stock Units and 557,439 Performance Share Awards 39 COMPARISON OF CUMULATIVE TOTAL RETURN Total Return to DT Midstream Investors The graph below shows the cumulative total shareholder return assuming the investment of $100, including the reinvestment of dividends, on July 1, 2021 in our common stock, the Standard & Poor’s 500 (“S&P 500”) Index, and the Alerian Midstream Energy (“AMNA”) Index.
Biggest changeLong-Term Incentive Plan 1,163,847 $ — 6,605,030 _____________________________________ (a) Includes 463,033 Restricted Stock Units an d 700,814 Per formance Share Awards. 40 COMPARISON OF CUMULATIVE TOTAL RETURN Total Return to DT Midstream Investors The graph below shows the cumulative total shareholder return assuming the investment of $100, including the reinvestment of dividends, on July 1, 2021 in our common stock, the Standard & Poor’s 500 Index, or S&P 500 Index, and the Alerian Midstream Energy Index.
See the following table for information as of December 31, 2023: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans DT Midstream, Inc.
See the following table for information as of December 31, 2024: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans DT Midstream, Inc.
Securities Authorized for Issuance Under Equity Compensation Plans DT Midstream's Long-Term Incentive Plan was approved by shareholders as an equity compensation plan that provides for the annual awarding of stock-based compensation. For additional detail, see Note 13, "Stock-Based Compensation and Defined Contribution Plans" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Securities Authorized for Issuance Under Equity Compensation Plans DT Midstream's Long-Term Incentive Plan was approved by shareholders as an equity compensation plan that provides for the annual awarding of stock-based compensation to all employees. See Note 13, "Stock-Based Compensation and Defined Contribution Plans" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
We believe the AMNA Index is meaningful because it is an independent, objective view of the performance of similarly-sized midstream energy companies.
We believe the Alerian Midstream Energy Index is meaningful because it is an independent, objective view of the performance of similarly-sized midstream energy companies.
Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend 5% to 7% annually.
Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend with cash flow growth.
These shares were held by a total of 39,293 shareholders of record. We expect to pay regular cash dividends to DT Midstream common stockholders in the future.
These shares were held by a total of 37,147 shareholders of record. We expect to pay regular cash dividends to DT Midstream common stockholders in the future.
For information on DT Midstream's dividend restrictions, see Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. There were no sales of unregistered equity securities during the past three years.
For information on DT Midstream's historical dividends and dividend restrictions, see Note 8, "Earnings Per Share and Dividends" and Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. There were no sales of unregistered equity securities during the past three years.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities DT Midstream's common stock is listed under the ticker symbol "DTM" on the NYSE, which is the principal market for such stock. As of December 31, 2023, there were 96,971,021 shares of DT Midstream common stock issued and outstanding.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities DT Midstream's common stock is listed under the ticker symbol "DTM" on the NYSE, which is the principal market for such stock. As of December 31, 2024, there were 101,324,894 shares of DT Midstream common stock issued and outstanding.
Base Period Indexed Returns Company/Index July 1, 2021 December 31, 2021 December 31, 2022 December 31, 2023 DT Midstream 100.00 117.18 141.56 148.29 S&P 500 Index 100.00 111.07 90.94 114.82 Alerian Midstream Energy Index 100.00 97.63 118.56 136.19 40
Base Period Indexed Returns Company/Index July 1, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 DT Midstream 100.00 117.18 141.56 148.29 280.16 S&P 500 Index 100.00 111.07 90.94 114.82 143.52 Alerian Midstream Energy Index 100.00 97.63 118.56 136.19 196.66 41

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changePipeline results and outlook are discussed below: Year Ended December 31, 2023 2022 2021 (millions) Operating revenues $ 377 $ 339 $ 307 Operation and maintenance 55 54 59 Depreciation and amortization 69 63 63 Taxes other than income 15 14 13 Asset (gains) losses and impairments, net (4) (6) — Operating Income 242 214 172 Interest expense 55 57 51 Interest income (1) (1) (1) Earnings from equity method investees (177) (150) (126) Loss from financing activities — 6 — Other (income) and expense — — (3) Income Tax Expense 75 62 62 Net Income 290 240 189 Less: Net Income Attributable to Noncontrolling Interests 12 12 11 Net Income Attributable to DT Midstream $ 278 $ 228 $ 178 Operating revenues increased $38 million for the year ended December 31, 2023 primarily due to higher long-term and short-term storage contracting rates at the Washington 10 Storage Complex of $18 million, new transmission service contracts at the Michigan System of $16 million, and new LEAP long-term firm service revenue contracts of $10 million, partially offset by lower volumes at Bluestone of $2 million.
Biggest changePipeline results and outlook are discussed below: Year Ended December 31, 2024 2023 2022 (millions) Operating revenues $ 443 $ 377 $ 339 Operation and maintenance 68 55 54 Depreciation and amortization 74 69 63 Taxes other than income 22 15 14 Asset (gains) losses and impairments, net — (4) (6) Operating Income 279 242 214 Interest expense 47 55 57 Interest income (4) (1) (1) Earnings from equity method investees (162) (177) (150) Loss from financing activities 3 — 6 Other income (1) — — Income tax expense 107 75 62 Net Income 289 290 240 Less: Net Income Attributable to Noncontrolling Interests 13 12 12 Net Income Attributable to DT Midstream $ 276 $ 278 $ 228 Operating revenues increased $66 million for the year ended December 31, 2024 primarily due to new LEAP long-term firm service revenue contracts of $55 million, higher long-term contracting rates and volumes at the Washington 10 Storage Complex of $9 million and higher volumes at Stonewall of $9 million, partially offset by lower volumes at Bluestone of $8 million.
We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.
We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets.
Our Board of Directors includes a committee focused on environmental, social and governance initiatives. Our strategy will focus on targeted growth from carbon-reducing technologies associated with our current platforms.
Our Board of Directors includes a committee focused on environmental, social and governance initiatives, and our strategy will focus on targeted growth from carbon-reducing technologies associated with our current platforms.
"Business and Properties—Regulatory Environment—Environmental and Occupational Health and Safety Regulations—Climate Change" of this Form 10-K. 45 CAPITAL RESOURCES AND LIQUIDITY Cash Requirements Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay approved dividends. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements.
"Business and Properties—Regulatory Environment—Environmental and Occupational Health and Safety Regulations—Climate Change" of this Form 10-K. CAPITAL RESOURCES AND LIQUIDITY Cash Requirements Our principal liquidity requirements are to finance our operations, fund capital expenditures, satisfy our indebtedness obligations, and pay approved dividends. We believe we will have sufficient internal and external capital resources to fund anticipated capital and operating requirements.
Other than the impact of the items discussed below on our debt and equity capitalization, we are not aware of any trends, other demands, commitments, events or uncertainties that are reasonably likely to materially impact our liquidity position. Our working capital requirements will be primarily driven by changes in accounts receivable and accounts payable.
Other than the impact of the items discussed below on our debt and equity capitalization, we are not aware of any trends, other demands, commitments, events or uncertainties that are reasonably likely to materially impact our liquidity position. Our working capital requirements will be primarily driven by changes in accounts receivable, accounts payable and taxes payable.
"Risk Factors—Regulatory Risks— Risks related to climate change could materially adversely affect our business, financial condition, results of operations, cash flow, access to and cost of capital or insurance, reputation, and business strategies ." of this Form 10-K. For discussion of recent climate change related laws and regulations, see Part I, Items 1. and 2.
"Risk Factors—Risks Relating to Our Business—Regulatory Risks— Risks related to climate change could materially adversely affect our business, financial condition, results of operations, cash flow, access to and cost of capital or insurance, reputation, and business strategies ." of this Form 10-K. For discussion of recent climate change related laws and regulations, see Part I, Items 1. and 2.
See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Gathering Outlook We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth.
See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Gathering Outlook We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth.
We have announced our intent to employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry, and we are executing on a plan to achieve net zero carbon emissions by 2050. We established our baseline Scope 1 carbon emissions in 2021 and expect to achieve a 30% reduction from this baseline by 2030.
We have announced our intent to employ carbon-reducing technologies as part of our goal of being leading environmental stewards in the midstream industry, and we are executing on a plan to achieve net zero carbon emissions by 2050. We established our baseline Scope 1 carbon emissions in 2021 and are targeting a 30% reduction from this baseline by 2030.
The estimated fair value in our annual goodwill impairment analysis utilizes significant assumptions that require judgement by management. One such significant assumption is the weighted average cost of capital (WACC) which is used to discount estimates of projected future results and cash flows to be generated by each reporting unit.
The estimated fair value in our annual goodwill impairment analysis utilizes significant assumptions that require judgment by management. One such significant assumption is the weighted average cost of capital (WACC) which is used to discount estimates of projected future results and cash flows to be generated by each reporting unit.
Operation and maintenance expense decreased $23 million for the year ended December 31, 2023 primarily due to lower Haynesville System (Blue Union Gathering) expenses of $14 million driven by lower production-related operating expenses, a reduction in Appalachia Gathering environmental contingent liabilities of $6 million, and increased capitalized labor and overhead of $3 million.
Operation and maintenance expense decreased $23 million for the year ended December 31, 2023 primarily due to lower Blue Union Gathering expenses of $14 million driven by lower production-related operating expenses, a reduction in Appalachia Gathering environmental contingent liabilities of $6 million, and increased capitalized labor and overhead of $3 million.
A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The October 1, 2023 fair values for the reporting units were calculated using an income approach.
A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The October 1, 2024 fair values for the reporting units were calculated using an income approach.
Operating Activities Cash flows from our operating activities can be impacted in the short term by the natural gas volumes gathered or transported through our systems under interruptible service revenue contracts, changing natural gas prices, seasonality, weather fluctuations, dividends received from equity method investees and the financial condition of our customers.
Operating Activities Cash flows from our operating activities can be impacted in the short term by the natural gas volumes gathered or transported through our systems under interruptible service revenue contracts, changing natural gas prices, seasonality, weather fluctuations, dividends received from equity method investees, working capital changes and the financial condition of our customers.
For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, or the year ended December 31, 2022 to the year ended December 31, 2021, as applicable.
For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, or the year ended December 31, 2023 to the year ended December 31, 2022, as applicable.
Management also compared the implied market multiple of the estimated fair value of each reporting unit to midstream industry transaction multiples and considered other market indicators to support the appropriateness of the fair value estimates. 49 We performed our annual impairment test as of October 1, 2023 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed.
Management also compared the implied market multiple of the estimated fair value of each reporting unit to midstream industry transaction multiples and considered other market indicators to support the appropriateness of the fair value estimates. 51 We performed our annual impairment test as of October 1, 2024 and determined that the estimated fair value of each reporting unit exceeded its carrying value, and no impairment existed.
NEW ACCOUNTING PRONOUNCEMENTS See Note 3, "New Accounting Pronouncements" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. 50
NEW ACCOUNTING PRONOUNCEMENTS See Note 3, "New Accounting Pronouncements" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. 53
DT Midstream paid cash dividends on common stock of $263 million, $244 million, and $58 million during the years ended December 31, 2023, 2022 and 2021, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
DT Midstream paid cash dividends on common stock of $280 million, $263 million, and $244 million during the years ended December 31, 2024, 2023 and 2022, respectively. See Note 8, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
These increases were partially offset by an increase in interest expense and an increase in cash paid for income taxes. Investing Activities Cash outflows associated with our investing activities are primarily the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees.
These increases were partially offset by an increase in interest expense. 47 Investing Activities Cash outflows associated with our investing activities are primarily the result of plant and equipment expenditures, acquisitions, and contributions to equity method investees.
We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansion at the Haynesville System (Blue Union Gathering), Appalachia Gathering, Tioga Gathering, and Ohio Utica Gathering. 44 ENVIRONMENTAL MATTERS We are subject to extensive U.S. federal, state, and local environmental regulations.
We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, Tioga Gathering and Clean Fuels Gathering. ENVIRONMENTAL MATTERS We are subject to extensive U.S. federal, state, and local environmental regulations.
(b) Discounted cash flows (DCF) incorporated 2023 (fourth quarter) through 2027 projected cash flows plus a calculated terminal value. We calculated the terminal-year cash flows using an estimated long-term growth rate of 2.0%, discounted at the WACC for each of the reporting units.
(b) Discounted cash flows (DCF) incorporated 2024 (fourth quarter) through 2028 projected cash flows plus a calculated terminal value. We calculated the terminal-year cash flows using an estimated long-term growth rate of 2.5%, discounted at the WACC for each of the reporting units.
The results of the impairment test are as follows as of the October 1, 2023 valuation date: Reporting Unit Goodwill Weighted Average Costs of Capital Fair Value Reduction % (a) Valuation Methodology (b) (millions) Pipeline $ 53 9.4 % 42 % DCF Gathering 420 9.6 % 9 % DCF $ 473 _________________________________ (a) Percentage by which the estimated fair value of the reporting unit would need to decline to equal its carrying value including goodwill.
The results of the impairment test are as follows as of the October 1, 2024 valuation date: Reporting Unit Goodwill Weighted Average Costs of Capital Fair Value Reduction % (a) Valuation Methodology (b) (millions) Pipeline $ 53 7.5 % 65 % DCF Gathering 420 8.6 % 22 % DCF $ 473 _________________________________ (a) Percentage by which the estimated fair value of the reporting unit would need to decline to equal its carrying value including goodwill.
For the year ended December 31, 2023, the Michigan System financial results are presented in the Pipeline segment. The prior years' comparative activity was for gathering services and therefore was not revised from presentation in the Gathering segment.
For the years ended December 31, 2024 and 2023, the Michigan System financial results are presented in the Pipeline segment. The activity for the year ended December 31, 2022 was for gathering services and therefore was not revised from presentation in the Gathering segment.
We received a distribution from NEXUS of $371 million, net of fees and expenses, which reduced our investment balance. 46 Net cash and cash equivalents used for investing activities decreased $503 million for the year ended December 31, 2023 primarily due to the acquisition of an additional 26.25% ownership interest in the Millennium from National Grid in 2022 and higher distributions received from equity method investees in 2023, including the NEXUS distribution noted above.
Net cash and cash equivalents used for investing activities decreased $503 million for the year ended December 31, 2023 primarily due to the acquisition of an additional 26.25% ownership interest in the Millennium from National Grid in 2022 and higher distributions received from equity method investees in 2023, including the NEXUS distribution noted above.
The following table summarizes our consolidated financial results: Year Ended December 31, 2023 2022 2021 (millions, except per share amounts) Operating revenues $ 922 $ 920 $ 840 Net Income Attributable to DT Midstream 384 370 307 Diluted Earnings per Common Share $ 3.94 $ 3.81 $ 3.16 Year Ended December 31, 2023 2022 2021 (millions) Net Income Attributable to DT Midstream by Segment Pipeline $ 278 $ 228 $ 178 Gathering 106 142 129 Total $ 384 $ 370 $ 307 41 Pipeline The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, lateral pipelines including related treatment plants and compression and surface facilities.
The following table summarizes our consolidated financial results: Year Ended December 31, 2024 2023 2022 (millions, except per share amounts) Operating revenues $ 981 $ 922 $ 920 Net Income Attributable to DT Midstream $ 354 $ 384 $ 370 Diluted Earnings per Common Share $ 3.60 $ 3.94 $ 3.81 Year Ended December 31, 2024 2023 2022 (millions) Net Income Attributable to DT Midstream Pipeline $ 276 $ 278 $ 228 Gathering 78 106 142 Total $ 354 $ 384 $ 370 42 Pipeline The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines including related treatment plants and compression and surface facilities.
Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new transmission service assets at the Michigan System and new Haynesville System (LEAP) assets placed into service.
Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new transmission service assets at the Michigan System and new LEAP assets placed into service. Taxes other than income increased $7 million for the year ended December 31, 2024 primarily due to LEAP assets placed into service.
"Business and Properties—Regulatory Environment—Environmental and Occupational Health and Safety Regulations" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. CLIMATE CHANGE We believe we have a responsibility to address climate change and have made consistent, effective environmental policies a priority.
"Business and Properties — Regulatory Environment — Environmental and Occupational Health and Safety Regulations" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. CLIMATE CHANGE We believe we have an opportunity to address climate change and have made strategically aligned environmental investment decisions a priority.
During 2024, we plan to continue to make progress on opportunities for energy transition advancements leveraging our existing assets, competencies and partnerships.
In future years, we plan to continue to make progress on opportunities for energy transition advancements leveraging our existing assets, competencies and partnerships.
Operation and maintenance expense increased $1 million for the year ended December 31, 2023 primarily due to new transmission service contracts at the Michigan System, partially offset by increased capitalized labor and overhead.
Operation and maintenance expense increased $1 million for the year ended December 31, 2023 primarily due to new transmission service contracts at the Michigan System, partially offset by increased capitalized labor and overhead. Depreciation and amortization expense increased $5 million for the year ended December 31, 2024 primarily due to new LEAP assets placed into service.
Year Ended December 31, 2023 2022 2021 (millions) Cash and Cash Equivalents at Beginning of Period $ 61 $ 132 $ 42 Net cash and cash equivalents from operating activities 798 725 572 Net cash and cash equivalents from (used for) investing activities (351) (854) 123 Net cash and cash equivalents from (used for) financing activities (452) 58 (605) Net Increase (Decrease) in Cash and Cash Equivalents (5) (71) 90 Cash and Cash Equivalents at End of Period $ 56 $ 61 $ 132 For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2023 to the year ended December 31, 2022 and the year ended December 31, 2022 to the year ended December 31, 2021.
Year Ended December 31, 2024 2023 2022 (millions) Cash and Cash Equivalents at Beginning of Period $ 56 $ 61 $ 132 Net cash and cash equivalents from operating activities 763 798 725 Net cash and cash equivalents used for investing activities (1,081) (351) (854) Net cash and cash equivalents from (used for) financing activities 330 (452) 58 Net Increase (Decrease) in Cash and Cash Equivalents 12 (5) (71) Cash and Cash Equivalents at End of Period $ 68 $ 56 $ 61 For purposes of the following discussion, any increases or decreases refer to the comparison of the year ended December 31, 2024 to the year ended December 31, 2023 and the year ended December 31, 2023 to the year ended December 31, 2022.
Depreciation and amortization expense increased $4 million for the year ended December 31, 2022 primarily due to new Blue Union Gathering and Susquehanna Gathering assets placed into service. Asset (gains) losses and impairments, net decreased $17 million for the year ended December 31, 2023 due to the 2022 one-time gain on sale of certain assets in the Utica Shale region.
Taxes other than income increased $4 million for the year ended December 31, 2024 primarily due to assets placed into service at Blue Union Gathering. Asset (gains) losses and impairments, net decreased $17 million for the year ended December 31, 2023 due to the 2022 one-time gain on sale of certain assets in the Utica Shale region.
We believe that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors.
However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors.
Interest expense increased $15 million for the year ended December 31, 2023 primarily due to higher borrowings and interest rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes, partially offset by higher capitalized interest due to higher construction in progress during 2023.
Interest expense increased $15 million for the year ended December 31, 2023 primarily due to higher borrowings and interest rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes, partially offset by higher capitalized interest due to higher construction in progress during 2023. 45 Loss from financing activities increased $2 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year.
See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Our Strategy See discussion of our strategy under Part I, Items 1. and 2. "Business and Properties—Our Strategy" of this Form 10-K.
See Note 1, "Description of the Business and Basis of Presentation" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes. Income tax expense was unchanged for the year ended December 31, 2022 due to increased Income before income taxes, fully offset by state tax rate changes.
Income tax expense increased $13 million for the year ended December 31, 2023 due to higher income before income taxes in 2023. Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes.
Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes. Income tax expense decreased $4 million for the year ended December 31, 2022 primarily due to state tax rate changes. The decrease was partially offset by an increase in Income before income taxes.
Income tax expense decreased $9 million for the year ended December 31, 2023 primarily due to lower income before income taxes in 2023. Income tax expense for the years ended December 31, 2023 and 2022 include the impacts of net tax benefits related to state tax rate changes.
The increase was partially offset by lower proceeds from the issuance of long-term debt, higher repayment of long-term debt, and higher dividends paid on common stock in 2022. 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.
The increase was partially offset by lower repayments of long-term debt. 48 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.
Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants. Over the long-term, we expect to grow our dividend 5% to 7% annually.
We expect to pay regular cash dividends to DT Midstream common stockholders in the future. Any payment of future dividends is subject to approval by the Board of Directors and may depend on our future earnings, cash flows, capital requirements, financial condition, and the effect a dividend payment would have on our compliance with relevant financial covenants.
The increase was primarily due to higher net repayments of borrowings under the Revolving Credit Facility, higher dividends paid on common stock, and lower proceeds from the issuance of long-term debt. The increase was partially offset by lower repayments of long-term debt. Prior to the Separation, we relied on short-term borrowings and contributions from DTE Energy.
The increase was primarily due to higher net repayments of borrowings under the Revolving Credit Facility, higher dividends paid on common stock, and lower proceeds from the issuance of long-term debt.
Net cash and cash equivalents from financing activities of $58 million for the year ended December 31, 2022 increased as compared to net cash and cash equivalents used for financing activities of $605 million for the year ended December 31, 2021.
Net cash and cash equivalents from financing activities of $330 million for the year ended December 31, 2024 increased as compared to net cash and cash equivalents used for financing activities of $452 million for the year ended December 31, 2023.
As part of our ongoing reviews of business operations and associated long-lived assets, we did not identify any indicators of impairment that existed during 2023.
As part of our ongoing reviews of business operations and associated long-lived assets, we did not identify any indicators of impairment that existed during 2024. Depreciation and Amortization of Long-Lived Assets We compute depreciation and amortization based on estimated useful lives.
Other off-balance sheet arrangements include the Vector line of credit and our surety bonds, which are discussed further in Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Other off-balance sheet arrangements include the Vector line of credit and our surety bonds, which are discussed in Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. INDEMNIFICATION OBLIGATIONS We could have an indemnification obligation to DTE Energy pursuant to the Tax Matters Agreement and the Separation and Distribution Agreement.
Net cash and cash equivalents from operating activities increased $153 million for the year ended December 31, 2022 primarily due to net changes in working capital, an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, amortization of operating lease right-of-use assets, and assets (gains) losses and impairments, and an increase in dividends received from equity method investees.
Net cash and cash equivalents from operating activities decreased $35 million for the year ended December 31, 2024 primarily due to a decrease in working capital changes and a decrease in dividends received from equity method investees, partially offset by a decrease in cash paid for income taxes and an increase in operating income after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets.
Loss from financing activities decreased $7 million for the year ended December 31, 2023 and increased $7 million for the year ended December 31, 2022 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022.
Loss from financing activities decreased $7 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Financing Activities In April 2022, we issued the 2032 Notes in aggregate principal amount of $600 million. We used the net proceeds from the sale of the 2032 Notes of $593 million to partially repay indebtedness under our Term Loan Facility. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
In April 2022, we issued the 2032 Notes in aggregate principal amount of $600 million. We used the net proceeds from the sale of the 2032 Notes of $593 million to partially repay indebtedness under our Term Loan Facility.
Gathering results and outlook are discussed below: Year Ended December 31, 2023 2022 2021 (millions) Operating revenues $ 545 $ 581 $ 534 Operation and maintenance 190 213 173 Depreciation and amortization 113 107 103 Taxes other than income 13 14 11 Asset (gains) losses and impairments, net — (17) 17 Operating Income 229 264 230 Interest expense 95 80 61 Interest income — (2) (3) Loss from financing activities — 7 — Other (income) and expense (1) (1) 1 Income Tax Expense 29 38 42 Net Income Attributable to DT Midstream $ 106 $ 142 $ 129 43 Operating revenues decreased $36 million for the year ended December 31, 2023 primarily due to lower Haynesville System (Blue Union Gathering) revenues of $50 million, lower Michigan System gathering services of $6 million, and lower Susquehanna Gathering volumes of $3 million, partially offset by higher Appalachia Gathering volumes of $21 million driven primarily by new contracts resulting from the expansion in 2023.
Gathering results and outlook are discussed below: Year Ended December 31, 2024 2023 2022 (millions) Operating revenues $ 538 $ 545 $ 581 Operation and maintenance 176 190 213 Depreciation and amortization 135 113 107 Taxes other than income 17 13 14 Asset (gains) losses and impairments, net — — (17) Operating Income 210 229 264 Interest expense 106 95 80 Interest income (3) — (2) Loss from financing activities 2 — 7 Other income (3) (1) (1) Income tax expense 30 29 38 Net Income Attributable to DT Midstream $ 78 $ 106 $ 142 Operating revenues decreased $7 million for the year ended December 31, 2024 primarily due to lower volumes and recovery of production-related operating expenses on Blue Union Gathering of $19 million and lower Susquehanna Gathering volumes of $16 million, partially offset by a full year of operations at Ohio Utica Gathering of $18 million and higher Appalachia Gathering volumes of $12 million.
Loss from financing activities decreased $6 million for the year ended December 31, 2023 and increased $6 million for the year ended December 31, 2022 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022.
Loss from financing activities decreased $6 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
Assessment of Equity Method Investments for Impairment We assess at each balance sheet date whether there is objective evidence that the equity method investment is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we determine whether the decline below carrying value is other than temporary.
Changes in economic lives, if applicable, are implemented prospectively as of the tariff approved effective date. 52 Assessment of Equity Method Investments for Impairment We assess at each balance sheet date whether there is objective evidence that the equity method investment is impaired by completing a quantitative or qualitative analysis of factors impacting the investment.
As of December 31, 2023, we had $16 million of letters of credit outstanding and $165 million of borrowings outstanding under our Revolving Credit Facility.
As of December 31, 2024, we had $16 million of letters of credit outstanding and $150 million borrowings outstanding under our Revolving Credit Facility. We had approximately $902 million of available liquidity as of December 31, 2024, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.
Interest expense increased $6 million for the year ended December 31, 2022 primarily due to higher outstanding borrowings and higher interest rates on our external debt as compared to interest rates on borrowings from DTE Energy prior to the Separation. 42 Earnings from equity method investees increased $27 million for the year ended December 31, 2023 primarily due to higher earnings from Millennium of $19 million from our higher ownership percentage and a goodwill impairment at Generation of $7 million in 2022.
Earnings from equity method investees increased $27 million for the year ended December 31, 2023 primarily due to higher earnings from Millennium of $19 million from our higher ownership percentage and a goodwill impairment at Generation of $7 million in 2022. Additionally, NEXUS had increased contract rates and additional customers offset by higher interest expense from new senior unsecured notes.
The Credit Agreement covering the Term Loan Facility and Revolving Credit Facility includes financial covenants that DT Midstream must maintain. See Note 10, "Debt" and Note 12, "Commitments and Contingencies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
However, our business is capital intensive, and the inability to access adequate capital could adversely impact future earnings and cash flows. The Credit Agreement covering the Revolving Credit Facility includes financial covenants that DT Midstream must maintain. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
"Risk Factors—Risks Related to the Separation— We could have an indemnification obligation to DTE Energy in accordance with the terms of the Tax Matters Agreement if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal tax purposes. " of this Form 10-K for further details.
"Risk Factors—Risks Related to the Separation—We agreed to numerous restrictions to preserve the non-recognition treatment of the Distribution, and we could have an indemnification obligation to DTE Energy in accordance with the terms of the Tax Matters Agreement if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal tax purposes." of this Form 10-K for further details. 50 CRITICAL ACCOUNTING ESTIMATES The preparation of our Consolidated Financial Statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the Consolidated Financial Statements.
Higher public company costs were mostly offset by lower Separation-related transaction costs of $10 million . Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new Blue Union Gathering and Appalachia Gathering assets placed into service.
Depreciation and amortization expense increased $22 million for the year ended December 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering, and Appalachia Gathering. Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new Blue Union Gathering and Appalachia Gathering assets placed into service.
Contractual Obligations The following table details our contractual obligations due by year as of December 31, 2023: 2024 2025 2026 2027 2028 and Thereafter (millions) Short-term borrowings (a) $ 165 $ — $ — $ — $ — Long-Term Debt: Senior Notes (b) — — — — 2,100 Senior Secured Notes (c) — — — — 600 Term Loan Facility (d) — — — — 399 Letters of credit — — — — 16 Interest expense (e) 127 125 125 126 342 Operating lease payments 15 9 7 7 6 Purchase commitments 14 13 12 11 53 Total Contractual Obligations $ 321 $ 147 $ 144 $ 144 $ 3,516 _____________________________ (a) Short-term borrowings under our Revolving Credit Facility can be extended up to the October 2027 expiration date.
During the year ended December 31, 2024, our credit rating was upgraded to investment-grade by Fitch Ratings and our outlook was upgraded to positive by both Moody's and S&P. 49 Contractual Obligations The following table details our contractual obligations due by year as of December 31, 2024: 2025 2026 2027 2028 2029 and Thereafter (millions) Short-term borrowings (a) $ 150 $ — $ — $ — $ — Long-term debt: Senior notes (b) — — — — 2,100 Senior secured notes (c) — — — — 1,250 Letters of credit — — — — 16 Interest expense (d) 156 153 153 153 446 Operating lease payments 17 15 14 6 5 Purchase commitments 14 13 12 12 44 Total Contractual Obligations $ 337 $ 181 $ 179 $ 171 $ 3,861 _____________________________ (a) Short-term borrowings under our Revolving Credit Facility can be extended up to the October 2027 expiration date.
We anticipate total capital expenditures, inclusive of contributions to equity method investees, for the year ended December 31, 2024 of approximately $350 million to $435 million. 48 OFF-BALANCE SHEET ARRANGEMENTS We are party to off-balance sheet arrangements, which include our equity method investments.
See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. We anticipate total capital expenditures, inclusive of contributions to equity method investees, for the year ended December 31, 2025 of approximately $470 million to $550 million. OFF-BALANCE SHEET ARRANGEMENTS We are party to off-balance sheet arrangements, which include our equity method investments.
We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and the inability to access adequate capital could adversely impact future earnings and cash flows.
Over the long-term, we expect to grow our dividend with cash flow growth. We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements.
We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, local distribution companies, electric power generators, industrials, and national marketers. On July 1, 2021, DT Midstream completed the Separation from DTE Energy and became an independent public company.
We have an established history of stable, long-term growth with contractual cash flows from customers that include natural gas producers, local distribution companies, electric power generators, industrials, and national marketers. Our Strategy See discussion of our strategy under Part I, Items 1. and 2. "Business and Properties—Our Strategy" of this Form 10-K.
The interest expense related to the Term Loan Facility assumes the variable rate is 2.614%. CAPITAL INVESTMENTS Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities.
(b) Excludes $19 million of unamortized debt issuance costs. (c) Excludes $1 million of unamortized debt discount and $11 million of unamortized debt issuance costs. (d) Represents interest expense related to all Long-term debt. CAPITAL INVESTMENTS Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities.
For discussion of various risks including transitional risks associated with climate change related laws and regulations, reputational risks of climate change, and the physical risks of climate change, see Part I, Item 1A.
DT Midstream published our third annual Corporate Sustainability Report in 2024. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K. For discussion of various risks including transitional risks associated with climate change related laws and regulations, reputational risks of climate change, and the physical risks of climate change, see Part I, Item 1A.
If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment. As part of our ongoing reviews of equity method investment operations, we did not identify any indicators of impairment that existed during 2023.
If there is objective evidence of impairment, we determine whether the decline below carrying value is other than temporary. If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment.
Operation and maintenance expense increased $40 million for the year ended December 31, 2022 primarily due to higher Blue Union Gathering and Susquehanna Gathering expenses of $46 million and $2 million, respectively, partially offset by lower Appalachia Gathering expenses of $7 million. Higher Blue Union Gathering expenses were driven by planned maintenance and increased production-related operating expenses recovered from customers.
Operation and maintenance expense decreased $14 million for the year ended December 31, 2024 primarily due to lower planned maintenance and production-related operating expenses on Blue Union Gathering of $18 million, partially offset by a full year of operations at Ohio Utica Gathering.
These opportunities include the following: • Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions; • Our "wellhead to water" expansion proposal of the Haynesville System which offers a carbon neutral pathway for supply to reach LNG markets; and • Our strategic joint development agreement with Mitsubishi Power Americas, Inc. to advance hydrogen development projects across the United States.
These opportunities include the following: • Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions; • Our Clean Fuels Gathering project to capture fugitive methane emissions; and • Our strategic joint development agreement with Mitsubishi Power Americas, Inc. to advance hydrogen development projects across the United States. 46 Capital project investments have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section below.
See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Income tax expense increased $13 million for the year ended December 31, 2023 primarily due to higher income before income taxes in 2023.
See Note 2, "Significant Accounting Policies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Interest expense increased $11 million for the year ended December 31, 2024 primarily due to lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes issued in 2024.
Credit Ratings Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets.
Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. We believe that the current credit ratings provide sufficient access to capital markets.
We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansion at the Haynesville System (LEAP) and Stonewall, new contracts at the Washington 10 Storage Complex, and additional growth related to our equity method investments.
We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships.
Operating revenues increased $32 million for the year ended December 31, 2022 primarily due to higher volumes and rates on LEAP of $21 million, a new customer on Stonewall of $7 million, and higher volumes and rates at the Washington 10 Storage Complex of $4 million.
Operating revenues increased $38 million for the year ended December 31, 2023 primarily due to higher long-term and short-term storage contracting rates at the Washington 10 Storage Complex of $18 million, new transmission service contracts at the Michigan System of $16 million, and new LEAP long-term firm service revenue contracts of $10 million, partially offset by lower volumes at Bluestone of $2 million.
Operating revenues increased $47 million for the year ended December 31, 2022 primarily due to higher Blue Union Gathering revenues of $42 million and higher volumes on Appalachia Gathering of $5 million. Higher Blue Union Gathering revenues were driven by recovery of production-related operating expenses of $25 million and increased gathering volumes primarily from new contracts of $17 million.
Operating revenues decreased $36 million for the year ended December 31, 2023 primarily due to lower Blue Union Gathering revenues of $50 million, lower Michigan System gathering services of $6 million, and lower Susquehanna Gathering volumes of $3 million, partially offset by higher Appalachia Gathering volumes of $21 million driven primarily by new contracts resulting from the expansion in 2023.
Cash inflows from our investing activities are generated from proceeds from sale or collection of notes receivable, distributions received from equity method investees, and proceeds from asset sales. In May 2023, NEXUS closed on the sale of $750 million of senior unsecured notes with a weighted-average coupon rate of 5.52%.
Cash inflows from our investing activities are generated from proceeds from sale or collection of Notes receivable, distributions received from equity method investees, and proceeds from asset sales. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion.
Earnings from equity method investees increased $24 million for the year ended December 31, 2022 primarily due to the Millennium acquisition of $9 million, higher revenues from increased contract rates and additional customers at NEXUS of $15 million and higher westbound contracted volumes at Vector of $4 million, partially offset by a goodwill impairment at Generation of $7 million.
Earnings from equity method investees decreased $15 million for the year ended December 31, 2024 primarily due to higher interest expense from new senior unsecured notes at Millennium and a full year of interest expense from senior unsecured notes at NEXUS.
See Note 2, "Significant Accounting Policies" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.
On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.
Operation and maintenance expense decreased $5 million for the year ended December 31, 2022 primarily due to lower Separation-related transaction costs of $10 million, partially offset by increased maintenance and labor costs at the Washington 10 Storage Complex of $3 million.
Operation and maintenance expense increased $13 million for the year ended December 31, 2024 primarily due to higher production-related operating expenses from the expansion of LEAP and acquisition related costs for the Midwest Pipeline Acquisition.
The increase was primarily due to the 2021 Separation-related repayment of short-term borrowings and special dividend to DTE Energy, partially offset by contributions from DTE Energy that did not recur in 2022. Additionally, the increase was driven by higher borrowings under the revolving credit facility in 2022.
The increase was primarily due to proceeds received from the issuance of common shares, proceeds received from the issuance of the 2034 Notes, and lower net repayments of borrowings under the Revolving Credit Facility, partially offset by the repayment of the Term Loan Facility and higher dividends paid on common stock.
Our total capital expenditures, inclusive of $7 million in contributions to equity method investees, were $779 million for the year ended December 31, 2023.
Our total capital expenditures, inclusive of $5 million in contributions to equity method investees, were $355 million for the year ended December 31, 2024 primarily for expansions on Blue Union Gathering, Ohio Utica Gathering, LEAP and Appalachia Gathering. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion.
Asset (gains) losses and impairments, net increased $6 million for the year ended December 31, 2022 due to a one-time gain realized from a legal settlement with a supplier that occurred in 2022.
Asset (gains) losses and impairments, net decreased $4 million for the year ended December 31, 2024 due to a one-time gain realized from an insurance settlement that occurred in the prior year. 43 Interest expense decreased $8 million for the year ended December 31, 2024 primarily due to lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024, partially offset by lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes.
See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details. Income tax expense decreased $9 million for the year ended December 31, 2023 primarily due to lower income before income taxes in 2023.
In September 2024, we repaid the remaining indebtedness under the Term Loan Facility of $399 million. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. In November 2024, we issued 4,168,750 common shares for net proceeds of approximately $406 million.
Removed
Additionally, NEXUS had increased contract rates and additional customers offset by higher interest expense from new senior unsecured notes.
Added
Loss from financing activities increased $3 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year.
Removed
Gathering The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities.
Added
Income tax expense increased $32 million for the year ended December 31, 2024 primarily due to higher income before income taxes and deferred tax remeasurement adjustments for changes in state tax rates and apportionment factors due to the Midwest Pipeline Acquisition and enacted state legislation.
Removed
Asset gains of $17 million for the year ended December 31, 2022 increased as compared to Asset losses and impairments, net of $17 million for the year ended December 31, 2021.
Added
These growth opportunities include DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments. 44 Gathering The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities.
Removed
The increase was due to the 2022 one-time gain on sale of certain assets in the Utica Shale region of $17 million as compared to the 2021 one-time loss on notes receivable for an investment in certain assets in the Utica Shale region of $19 million, partially offset by a $2 million gain on sale of Michigan System assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSummary of Sensitivity Analysis A sensitivity analysis was performed on the fair values of our long-term debt obligations. The sensitivity analysis involved increasing and decreasing interest rates as of December 31, 2023 by a hypothetical 10% and calculating the resulting change in the fair values.
Biggest changeThe sensitivity analysis involved increasing and decreasing interest rates as of December 31, 2024 by a hypothetical 10% and calculating the resulting change in the fair values. The hypothetical losses related to long-term debt would be realized only if we transferred all of our fixed-rate long-term debt to other creditors.
For some long-term contracts associated with gathering system construction or expansion, we have entered into negotiated credit agreements that provide for enhanced forms of credit support if certain customer credit standards are not met.
For some long-term contracts with associated system construction or expansion, we have entered into negotiated credit agreements that provide for enhanced forms of credit support if certain customer credit standards are not met.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Price Risk Our business is dependent on the continued availability of natural gas production and reserves in our geographical areas of operation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Price Risk Our gathering business is dependent on the continued availability of natural gas production and reserves in our geographical areas of operation.
The loss of, or reduction in volumes from, this key customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations. We engage with customers that are sub-investment grade, including our key customer, Southwestern Energy.
The loss of, or reduction in volumes from, this key customer could result in a decline in demand for our services and materially adversely affect our business, financial condition and results of operations. Our key customer, Expand Energy, is investment grade. We engage with other customers that are sub-investment grade.
We depend on a key customer, Southwestern Energy, in the Haynesville formation in the Gulf Coast and in the Utica and Marcellus formations in the Northeastern U.S. for a significant portion of our revenues.
We depend on a key customer, Expand Energy, in the Haynesville formation in the Gulf Coast and in the Marcellus formation in the Northeastern U.S. for a significant portion of our revenues.
The results of the sensitivity analysis are as follows: Assuming a 10% Increase in Rates Assuming a 10% Decrease in Rates Change in the Fair Value of Activity As of December 31, 2023 (millions) Interest rate risk $ (82) $ 85 Long-term debt 51
The results of the sensitivity analysis are as follows: Assuming a 10% Increase in Rates Assuming a 10% Decrease in Rates Change in the Fair Value of Activity As of December 31, 2024 (millions) Interest rate risk $ (100) $ 104 Long-term debt 54
These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. We regularly monitor for bankruptcy proceedings that may impact our customers and had no bankruptcy proceedings during the year ended December 31, 2023. Interest Rate Risk We are subject to interest rate risk in connection with the issuance of debt.
These customers are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. We regularly monitor for bankruptcy proceedings that may impact our customers and had no bankruptcy proceedings during the year ended December 31, 2024.
See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. We are subject to interest rate risk in connection with our goodwill impairment assessment. See "Critical Accounting Estimates" under Part II, Item 7 of this Form 10-K.
We are subject to interest rate risk in connection with our goodwill impairment assessment. See "Critical Accounting Estimates" under Part II, Item 7 of this Form 10-K. Summary of Sensitivity Analysis A sensitivity analysis was performed on the fair values of our long-term debt obligations.
Our exposure to interest rate risk arises primarily from changes in SOFR. As of December 31, 2023, we had floating rate debt of $564 million related to the variable rate Term Loan Facility and borrowings outstanding under our Revolving Credit Facility, and a floating rate debt-to-total debt ratio of 17%.
Interest Rate Risk We are subject to interest rate risk in connection with floating rate debt borrowings under our Revolving Credit Facility. Our exposure to interest rate risk arises primarily from changes in SOFR.
Removed
The hypothetical losses related to long-term debt would be realized only if we transferred all of our fixed-rate long-term debt to other creditors.
Added
As of December 31, 2024, we had floating rate debt of $150 million related to borrowings outstanding under our Revolving Credit Facility, and a floating rate debt-to-total debt ratio of 4.29%. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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