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Debt Obligations | 12 Months Ended
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Dec. 31, 2020
Debt Obligations [Abstract] |
Debt Disclosure [Text Block] | DEBT OBLIGATIONS: Our debt obligations consist of the following:
| December 31,
| 2020 |  | 2019
Parent Company Indebtedness: |  |  |
7.50% Senior Notes due October 15, 2020 (1) | $ | — |  |  | $ | 52 |
4.25% Senior Notes due March 15, 2023 | 5 |  |  | 5 |
5.875% Senior Notes due January 15, 2024 | 23 |  |  | 23 |
5.50% Senior Notes due June 1, 2027 | 44 |  |  | 44 |
| 72 |  |  | 124 |
Subsidiary Indebtedness: |  |  |
ETO Debt |  |  |
5.50% Senior Notes due February 15, 2020 (1) | — |  |  | 250 |
5.75% Senior Notes due September 1, 2020 (1) | — |  |  | 400 |
4.15% Senior Notes due October 1, 2020 (1) | — |  |  | 1,050 |
7.50% Senior Notes due October 15, 2020 (1) | — |  |  | 1,135 |
4.40% Senior Notes due April 1, 2021 (2) | 600 |  |  | 600 |
4.65% Senior Notes due June 1, 2021 (2) | 800 |  |  | 800 |
5.20% Senior Notes due February 1, 2022 | 1,000 |  |  | 1,000 |
4.65% Senior Notes due February 15, 2022 | 300 |  |  | 300 |
5.875% Senior Notes due March 1, 2022 | 900 |  |  | 900 |
5.00% Senior Notes due October 1, 2022 | 700 |  |  | 700 |
3.45% Senior Notes due January 15, 2023 | 350 |  |  | 350 |
3.60% Senior Notes due February 1, 2023 | 800 |  |  | 800 |
4.25% Senior Notes due March 15, 2023 | 995 |  |  | 995 |
4.20% Senior Notes due September 15, 2023 | 500 |  |  | 500 |
4.50% Senior Notes due November 1, 2023 | 600 |  |  | 600 |
5.875% Senior Notes due January 15, 2024 | 1,127 |  |  | 1,127 |
4.90% Senior Notes due February 1, 2024 | 350 |  |  | 350 |
7.60% Senior Notes due February 1, 2024 | 277 |  |  | 277 |
4.25% Senior Notes due April 1, 2024 | 500 |  |  | 500 |
4.50% Senior Notes due April 15, 2024 | 750 |  |  | 750 |
9.00% Debentures due November 1, 2024 | 65 |  |  | 65 |
4.05% Senior Notes due March 15, 2025 | 1,000 |  |  | 1,000 |
2.90% Senior Notes due May 15, 2025 | 1,000 |  |  | — |
5.95% Senior Notes due December 1, 2025 | 400 |  |  | 400 |
4.75% Senior Notes due January 15, 2026 | 1,000 |  |  | 1,000 |
3.90% Senior Notes due July 15, 2026 | 550 |  |  | 550 |
4.20% Senior Notes due April 15, 2027 | 600 |  |  | 600 |
5.50% Senior Notes due June 1, 2027 | 956 |  |  | 956 |
4.00% Senior Notes due October 1, 2027 | 750 |  |  | 750 |
4.95% Senior Notes due June 15, 2028 | 1,000 |  |  | 1,000 |
5.25% Senior Notes due April 15, 2029 | 1,500 |  |  | 1,500 |
8.25% Senior Notes due November 15, 2029 | 267 |  |  | 267 |
3.75% Senior Note due May 15, 2030 | 1,500 |  |  | — |
4.90% Senior Notes due March 15, 2035 | 500 |  |  | 500 |
6.625% Senior Notes due October 15, 2036 | 400 |  |  | 400 |
5.80% Senior Notes due June 15, 2038 | 500 |  |  | 500 |
7.50% Senior Notes due July 1, 2038 | 550 |  |  | 550 |
6.85% Senior Notes due February 15, 2040 | 250 |  |  | 250 |
6.05% Senior Notes due June 1, 2041 | 700 |  |  | 700 |
6.50% Senior Notes due February 1, 2042 | 1,000 |  |  | 1,000 |
6.10% Senior Notes due February 15, 2042 | 300 |  |  | 300 |
4.95% Senior Notes due January 15, 2043 | 350 |  |  | 350 |
5.15% Senior Notes due February 1, 2043 | 450 |  |  | 450 |
5.95% Senior Notes due October 1, 2043 | 450 |  |  | 450 |
5.30% Senior Notes due April 1, 2044 | 700 |  |  | 700 |
5.15% Senior Notes due March 15, 2045 | 1,000 |  |  | 1,000 |
5.35% Senior Notes due May 15, 2045 | 800 |  |  | 800 |
6.125% Senior Notes due December 15, 2045 | 1,000 |  |  | 1,000 |
5.30% Senior Notes due April 15, 2047 | 900 |  |  | 900 |
5.40% Senior Notes due October 1, 2047 | 1,500 |  |  | 1,500 |
6.00% Senior Notes due June 15, 2048 | 1,000 |  |  | 1,000 |
6.25% Senior Notes due April 15, 2049 | 1,750 |  |  | 1,750 |
5.00% Senior Notes due May 15, 2050 | 2,000 |  |  | — |
Floating Rate Junior Subordinated Notes due November 1, 2066 | 546 |  |  | 546 |
ETO $2.00 billion Term Loan facility due October 2022 | 2,000 |  |  | 2,000 |
ETO $5.00 billion Revolving Credit Facility due December 2023 | 3,103 |  |  | 4,214 |
Unamortized premiums, discounts and fair value adjustments, net | (17) |  |  | (5) |
Deferred debt issuance costs | (215) |  |  | (207) |
| 42,654 |  |  | 42,120 |
Transwestern Debt |  |  |
5.36% Senior Notes due December 9, 2020 (1) | — |  |  | 175 |
5.89% Senior Notes due May 24, 2022 | 150 |  |  | 150 |
5.66% Senior Notes due December 9, 2024 | 175 |  |  | 175 |
6.16% Senior Notes due May 24, 2037 | 75 |  |  | 75 |
Deferred debt issuance costs | — |  |  | (1) |
| 400 |  |  | 574 |
Panhandle Debt |  |  |
7.60% Senior Notes due February 1, 2024 | 82 |  |  | 82 |
7.00% Senior Notes due July 15, 2029 | 66 |  |  | 66 |
8.25% Senior Notes due November 15, 2029 | 33 |  |  | 33 |
Floating Rate Junior Subordinated Notes due November 1, 2066 | 54 |  |  | 54 |
Unamortized premiums, discounts and fair value adjustments, net | 10 |  |  | 11 |
| 245 |  |  | 246 |
Bakken Project Debt |  |  |
3.625% Senior Notes due April 1, 2022 | 650 |  |  | 650 |
3.90% Senior Notes due April 1, 2024 | 1,000 |  |  | 1,000 |
4.625% Senior Notes due April 1, 2029 | 850 |  |  | 850 |
Unamortized premiums, discounts and fair value adjustments, net | (3) |  |  | (3) |
Deferred debt issuance costs | (13) |  |  | (16) |
| 2,484 |  |  | 2,481 |
Sunoco LP Debt |  |  |
4.875% Senior Notes Due January 15, 2023 | 436 |  |  | 1,000 |
5.50% Senior Notes Due February 15, 2026 | 800 |  |  | 800 |
6.00% Senior Notes Due April 15, 2027 | 600 |  |  | 600 |
5.875% Senior Notes Due March 15, 2028 | 400 |  |  | 400 |
4.50% Senior Notes due May 15, 2029 | 800 |  |  | — |
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023 | — |  |  | 162 |
Lease-related obligations | 103 |  |  | 135 |
Deferred debt issuance costs | (27) |  |  | (26) |
| 3,112 |  |  | 3,071 |
USAC Debt |  |  |
6.875% Senior Notes due April 1, 2026 | 725 |  |  | 725 |
6.875% Senior Notes due September 1, 2027 | 750 |  |  | 750 |
USAC $1.60 billion Revolving Credit Facility due April 2023 | 474 |  |  | 403 |
Deferred debt issuance costs | (22) |  |  | (26) |
| 1,927 |  |  | 1,852 |
SemGroup Debt |  |  |
HFOTCO Tax Exempt Notes due 2050 | 225 |  |  | 225 |
Energy Transfer Canada Revolver due February 25, 2024 | 57 |  |  | 92 |
Energy Transfer Canada Term Loan A due February 25, 2024 | 261 |  |  | 269 |
Unamortized premiums, discounts and fair value adjustments, net | — |  |  | 1 |
Deferred debt issuance costs | (2) |  |  | (3) |
| 541 |  |  | 584 |
Other | 3 |  |  | 2 |
Total debt | 51,438 |  |  | 51,054 |
Less: Current maturities of long-term debt | 21 |  |  | 26 |
Long-term debt, less current maturities | $ | 51,417 |  |  | $ | 51,028 |
(1)As of December 31, 2019, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis. The notes were redeemed in January 2020. (2)As of December 31, 2020, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis. The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $289 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:
2021 | $ | 1,420 |
2022 | 5,731 |
2023 | 7,292 |
2024 | 4,621 |
2025 | 2,408 |
Thereafter | 30,255 |
Total | $ | 51,727 |
Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap. Notes and Debentures ET Senior Notes The ET Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ET Senior Notes previously were secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ET Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. Subsequent to the termination of the Revolver Credit Agreement and the ET Term Loan Facility, the collateral securing the ET Senior Notes was released. The ET Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries. The covenants related to the ET Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets. ETO Senior Notes The ETO senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETO senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETO senior notes. The balance is payable upon maturity. Interest on the ETO senior notes is paid semi-annually. The ETO senior notes are unsecured obligations of the Partnership and as a result, the ETO senior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETO senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries. ETO January 2020 Senior Notes Offering and Redemption On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.5 billion aggregate principal amount of ETO’s 3.750% Senior Notes due 2030, and $2 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050, (collectively, the “Notes”). The Notes are fully and unconditionally guaranteed by the Partnership’s wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis. Utilizing proceeds from the January 2020 Senior Notes Offering, ETO redeemed its $400 million aggregate principal amount of 5.75% Senior Notes due September 1, 2020, its $1.05 billion aggregate principal amount of 4.15% Senior Notes due October 1, 2020, its $1.14 billion aggregate principal amount of 7.50% Senior Notes due October 15, 2020, its $250 million aggregate principal amount of 5.50% Senior Notes due February 15, 2020, ET’s $52 million aggregate principal amount of 7.50% Senior Notes due October 15, 2020 and Transwestern’s $175 million aggregate principal amount of 5.36% Senior Notes due December 9, 2020. Transwestern Senior Notes The Transwestern senior notes are redeemable at any time in whole or pro rata, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually. Sunoco LP November 2020 Senior Notes Offering and Repurchase On November 9, 2020, Sunoco LP completed a private offering of $800 million in aggregate principal amount of 4.500% senior notes due 2029. Sunoco LP used the proceeds to fund the tender offer on its 4.875% $1 billion senior notes due 2023. Approximately 56% of the 2023 senior notes were tendered. On January 15, 2021, Sunoco LP repurchased the remaining outstanding portion of its 2023 senior notes. Term Loans, Credit Facilities and Commercial Paper ETO Term Loan On October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Operations. As of December 31, 2020, the ETO Term Loan had $2.00 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2020 was 1.15%. ETO Five-Year Credit Facility ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures on December 1, 2023. The ETO Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions. As of December 31, 2020, the ETO Five-Year Credit Facility had $3.10 billion outstanding, of which $1.66 billion was commercial paper. The amount available for future borrowings was $1.79 billion after accounting for outstanding letters of credit in the amount of $109 million. The weighted average interest rate on the total amount outstanding as of December 31, 2020 was 1.12%. ETO 364-Day Facility ETO’s 364-day revolving credit facility (the “ETO 364-Day Facility”) allows for unsecured borrowings up to $1.00 billion and matures on November 26, 2021. As of December 31, 2020, the ETO 364-Day Facility had no outstanding borrowings. Sunoco LP Credit Facility Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”). As of December 31, 2020, the Sunoco LP Credit Facility had no outstanding borrowings and $8 million in standby letters of credit. The amount available for future borrowings was $1.5 billion at December 31, 2020. USAC Credit Facility USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”), which matures on April 2, 2023 and permits up to $400 million of future increases in borrowing capacity. As of December 31, 2020, USAC had $474 million of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of December 31, 2020, USAC had $1.1 billion of availability under its credit facility. The weighted average interest rate on the total amount outstanding as of December 31, 2020 was 3.27%. Energy Transfer Canada Credit Facilities Energy Transfer Canada is party to a credit agreement providing for a C$350 million (US$275 million at the December 31, 2020 exchange rate) senior secured term loan facility, a C$525 million (US$412 million at the December 31, 2020 exchange rate) senior secured revolving credit facility, and a C$300 million (US$236 million at the December 31, 2020 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. Energy Transfer Canada may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$196 million at the December 31, 2020 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders. Covenants Related to Our Credit Agreements Covenants Related to the Parent Company The Term Loan Facility and ET Revolving Credit Facility previously contained customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements. Both facilities have been paid off and terminated. Covenants Related to ETO The agreements relating to the ETO senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions. The ETO Credit Facilities (defined as the ETO Term Loan, ETO Five-Year Credit Facility and ETO 364-Day Credit Facility) contain covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things: •incur indebtedness; •grant liens; •enter into mergers; •dispose of assets; •make certain investments; •make Distributions (as defined in the ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities); •engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries; •engage in transactions with affiliates; and •enter into restrictive agreements. The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Credit Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Credit Facility ranges from 0.125% to 0.300%. The applicable margin for eurodollar rate loans under the ETO 364-Day Facility ranges from 1.500% to 2.000% and the applicable margin for base rate loans ranges from 0.500% to 1.000%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%. The ETO Credit Facilities contain various covenants including limitations on the creation of indebtedness and liens and related to the operation and conduct of our business. The ETO Credit Facilities also limit us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0 to 1, which can generally be increased to 5.5 to 1 during a Specified Acquisition Period. Our Leverage Ratio was 4.31 to 1 at December 31, 2020, as calculated in accordance with the credit agreements. The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio. Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions to Unitholders. Covenants Related to Panhandle Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Panhandle’s restrictive covenants include restrictions on liens securing debt and guarantees and restrictions on mergers and on the sales of assets. A breach of any of these covenants could result in acceleration of Panhandle’s debt. Covenants Related to Sunoco LP The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. Sunoco LP’s Credit Facility requires Sunoco LP to maintain a Net Leverage Ratio of not more than 5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1. Covenants Related to USAC The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things: •grant liens; •make certain loans or investments; •incur additional indebtedness or guarantee other indebtedness; •merge or consolidate; •sell our assets; or •make certain acquisitions. The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain: •a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and •a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.75 to 1 through the end of the fiscal quarter ending December 31, 2020 and (ii) 5.5 to 1 for the fiscal quarters ending March 31, 2021 and June 30, 2021, (iii) 5.25 to 1 for the fiscal quarters ending September 30, 2021 and December 31, 2021 and (iv) 5.0 to 1 thereafter, subject to a provision for increases to such thresholds, in the case of any fiscal quarter ending September 30, 2021 or thereafter, by 0.50 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs, provided that, in any event, such ratio shall not exceed 5.5 to 1. Covenants Related to the HFOTCO Tax Exempt Notes The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to certain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security of the bondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and taking actions or omitting to take actions that adversely impact the tax exempt status of the IKE Bonds. Compliance with our Covenants Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities and note agreements could require us or our subsidiaries to pay debt balances prior to scheduled maturity and could negatively impact the subsidiaries ability to incur additional debt and/or our ability to pay distributions. We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2020.

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- Definition Debt Obligations [Abstract] + References No definition available. + Details
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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