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Equity
 12 Months Ended
Dec. 31, 2020
Partners' Capital Notes [Abstract]  
Equity EQUITY:
Limited Partner Units
Limited partner interests in the Partnership are represented by Common Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. The Partnership’s Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of a Common Unit is entitled to one vote per unit on all matters presented to the Limited Partners for a vote. In addition, if at any time any person or group (other than the Partnership’s General Partner and its affiliates) owns beneficially 20% or more of all Common Units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described below under “Quarterly Distributions of Available Cash.”
As of December 31, 2021, there were issued and outstanding 3.08 billion Common Units representing an aggregate 99.9% limited partner interest in the Partnership.
Our Partnership Agreement contains specific provisions for the allocation of net earnings and losses to the partners for purposes of maintaining the partner capital accounts. For any fiscal year that the Partnership has net profits, such net profits are first allocated to the General Partner until the aggregate amount of net profits for the current and all prior fiscal years equals the aggregate amount of net losses allocated to the General Partner for the current and all prior fiscal years. Second, such net profits shall be allocated to the Limited Partners pro rata in accordance with their respective sharing ratios. For any fiscal year in which the Partnership has net losses, such net losses shall be first allocated to the Limited Partners in proportion to their respective adjusted capital account balances, as defined by the Partnership Agreement, (before taking into account such net losses) until their adjusted capital account balances have been reduced to zero. Second, all remaining net losses shall be allocated to the General Partner. The General Partner may distribute to the Limited Partners funds of the Partnership that the General Partner reasonably determines are not needed for the payment of existing or foreseeable Partnership obligations and expenditures.
Common Units
The change in Energy Transfer Common Units during the years ended December 31, 2021, 2020 and 2019 was as follows:
 Years Ended December 31,
 202120202019
Number of Common Units, beginning of period2,702.4 2,689.6 2,619.4 
Common Units issued in mergers and acquisitions (1)
374.6 — 57.6 
Common Units repurchased(4.2)— (1.9)
Issuance of Common Units (2)
9.7 12.8 14.5 
Number of Common Units, end of period3,082.5 2,702.4 2,689.6 
(1)In December 2019, Energy Transfer issued 57.6 million Energy Transfer Common Units in connection with the SemGroup acquisition. In December 2021, Energy Transfer issued 374.6 million Energy Transfer Common Units in connection with the Enable Acquisition.
(2)Includes common units issued in connection with the distribution reinvestment program and restricted unit vestings.
Energy Transfer Class A Units
As of February 11, 2022, the Partnership had outstanding 763,021,449 Class A units (“Energy Transfer Class A Units”) representing limited partner interests in the Partnership to the General Partner. The Energy Transfer Class A Units are entitled to vote together with the Partnership’s common units, as a single class, except as required by law. Additionally, Energy Transfer’s partnership agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of Energy Transfer Class A Units additional Energy Transfer Class A Units such that the holder maintains a voting interest in the Partnership that is identical to its voting interest in the Partnership prior to such issuance. The Energy Transfer Class A Units are not entitled to distributions and otherwise have no economic attributes.
Energy Transfer Repurchase Program
In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to an additional $2 billion of Energy Transfer Common Units in the open market at the Partnership’s discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. The Partnership repurchased 4.2 million Energy Transfer Common Units under this program in 2021 and zero in 2020. As of December 31, 2021, $880 million remained available to repurchase under the current program.
Energy Transfer Distribution Reinvestment Program
During the year ended December 31, 2021, distributions of $33 million were reinvested under the distribution reinvestment program. As of December 31, 2021, a total of 17 million common units remain available to be issued under the existing registration statement in connection with the distribution reinvestment program.
Sale of Common Units by Subsidiaries
Energy Transfer on a stand-alone basis (the “Parent Company”) accounts for the difference between the carrying amount of its investment in subsidiaries and the underlying book value arising from issuance of units by subsidiaries (excluding unit issuances to the Parent Company) as a capital transaction. If a subsidiary issues units at a price less than the Parent Company’s carrying value per unit, the Parent Company assesses whether the investment has been impaired, in which case a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the issuances of subsidiary common units during the periods presented.
Energy Transfer Preferred Units
Conversion of ETO Preferred Units to Energy Transfer Preferred Units
In connection with the Rollup Mergers on April 1, 2021, as discussed in Note 1, all of ETO’s previously outstanding preferred units were converted to Energy Transfer Preferred Units with identical distribution and redemption rights, as described under “Description of Energy Transfer Preferred Units” below.
As of and prior to March 31, 2021, the Energy Transfer Preferred Units were reflected as noncontrolling interests on the Partnership’s consolidated financial statements. Beginning April 1, 2021, the Energy Transfer Preferred Units are reflected as limited partner interests in the Partnership’s consolidated financial statements.
As of December 31, 2021, Energy Transfer’s outstanding preferred units included 950,000 Series A Preferred Units, 550,000 Series B Preferred Units, 18,000,000 Series C Preferred Units, 17,800,000 Series D Preferred Units, 32,000,000 Series E Preferred Units, 500,000 Series F Preferred Units, 1,484,780 Series G Preferred Units and 900,000 Series H Preferred Units.
The following table summarizes changes in the Energy Transfer Preferred Units:
Preferred Unitholders
Series ASeries BSeries CSeries DSeries ESeries FSeries GSeries HTotal
Balance, December 31, 2020$— $— $— $— $— $— $— $— $— 
Preferred units conversion943 547 440 434 786 504 1,114 — 4,768 
Units issued for cash— — — — — — — 889 889 
Distributions to partners(30)(18)(25)(25)(45)(34)(79)(24)(280)
Units issued in Enable Acquisition— — — — — — 392 — 392 
Other, net— — — — — — — (3)(3)
Net income45 27 25 25 45 26 61 31 285 
Balance, December 31, 2021$958 $556 $440 $434 $786 $496 $1,488 $893 $6,051 
Energy Transfer Series A Preferred Units
Distributions on the Energy Transfer Series A Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, February 15, 2023, at a rate of 6.250% per annum of the stated liquidation preference of $1,000. On and after February 15, 2023, distributions on the Energy Transfer Series A Preferred Units will accumulate at a percentage of the $1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.028% per annum. The Energy Transfer Series A Preferred Units are redeemable at Energy Transfer’s option on or after February 15, 2023 at a redemption price of $1,000 per Energy Transfer Series A Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series B Preferred Units
Distributions on the Energy Transfer Series B Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, February 15, 2028, at a rate of 6.625% per annum of the stated liquidation preference of $1,000. On and after February 15, 2028, distributions on the Energy Transfer Series B Preferred Units will accumulate at a percentage of the $1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.155% per annum. The Energy Transfer Series B Preferred Units are redeemable at Energy Transfer’s option on or after February 15, 2028 at a redemption price of $1,000 per Energy Transfer Series B Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series C Preferred Units
Distributions on the Energy Transfer Series C Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2023, at a rate of 7.375% per annum of the stated liquidation preference of $25. On and after May 15, 2023, distributions on the Energy Transfer Series C Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.530% per annum. The Energy Transfer Series C Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2023 at a redemption price of $25 per Energy Transfer Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series D Preferred Units
Distributions on the Energy Transfer Series D Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, August 15, 2023, at a rate of 7.625% per annum of the stated liquidation preference of $25. On and after August 15, 2023, distributions on the Energy Transfer Series D Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.738% per annum. The Energy Transfer Series D Preferred Units are redeemable at Energy Transfer’s option on or after August 15, 2023 at a redemption price of $25 per Energy Transfer Series D Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series E Preferred Units
Distributions on the Energy Transfer Series E Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2024, at a rate of 7.600% per annum of the stated liquidation preference of $25. On and after May 15, 2024, distributions on the Energy Transfer Series E Preferred Units will accumulate at a percentage
of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 5.161% per annum. The Energy Transfer Series E Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2024 at a redemption price of $25 per Energy Transfer Series E Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series F Preferred Units
Distributions on the Series F Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2025, at a rate equal to 6.750% per annum of the $1,000 liquidation preference. On and after May 15, 2025, the distribution rate on the Energy Transfer Series F Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.134% per annum. The Energy Transfer Series F Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2025 at a redemption price of $1,000 per Energy Transfer Series F Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Energy Transfer Series G Preferred Units
Distributions on the Energy Transfer Series G Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2030, at a rate equal to 7.125% per annum of the $1,000 liquidation preference. On and after May 15, 2030, the distribution rate on the Energy Transfer Series G Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.306% per annum. The Energy Transfer Series G Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2030 at a redemption price of $1,000 per Energy Transfer Series G Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption. On December 2, 2021, Energy Transfer issued 384,780 Energy Transfer Series G Preferred Units in connection with the Enable Acquisition, as discussed in Note 3.
Energy Transfer Series H Preferred Units
On June 15, 2021, Energy Transfer issued 900,000 of its 6.500% Series H Preferred Units at a price to the public of $1,000 per unit. Distributions on the Series H Preferred Units will accrue and be cumulative to, but excluding, November 15, 2026, at a rate equal to 6.500% per annum of the $1,000 liquidation preference. On and after November 15, 2026 and each fifth anniversary thereafter, the distribution rate on the Series H Preferred Units will reset to be a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.694% per annum. Distributions on the Series H Preferred Units will be payable semi-annually in arrears on the 15th day of May and November of each year. The Series H Preferred Units are redeemable at Energy Transfer’s option during the three-month period prior to, and including, each distribution reset date at a redemption price of $1,000 per Series H Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
Subsidiary Equity Transactions
Sunoco LP’s Equity Distribution Program
Sunoco LP is party to an equity distribution agreement for an at-the-market (“ATM”) offering pursuant to which Sunoco LP may sell its common units from time to time. For the years ended December 31, 2021, 2020 and 2019, Sunoco LP issued no units under its ATM program. As of December 31, 2021, $295 million of Sunoco LP common units remained available to be issued under the currently effective equity distribution agreement.
USAC’s Distribution Reinvestment Program
During the year ended December 31, 2021 and 2020, distributions of $1.8 million and $1.9 million, respectively, were reinvested under the USAC distribution reinvestment program resulting in the issuance of approximately 118,399 and 188,695 USAC common units, respectively.
USAC’s Warrant Private Placement
On April 2, 2018, USAC issued two tranches of warrants to purchase USAC common units (the “USAC Warrants”), which included USAC Warrants to purchase 5,000,000 common units with a strike price of $17.03 per unit and USAC Warrants to purchase 10,000,000 common units with a strike price of $19.59 per unit. The USAC Warrants may be exercised by the holders thereof at any time beginning on the one year anniversary of the closing date and before the tenth anniversary of
the closing date. Upon exercise of the USAC Warrants, USAC may, at its option, elect to settle the USAC Warrants in common units on a net basis.
USAC’s Class B Units
The USAC Class B Units, all of which were previously owned by ETO, were a new class of partnership interests of USAC that had substantially all of the rights and obligations of a USAC common unit, except the USAC Class B Units did not participate in distributions for the first four quarters following the closing date of the USAC Transaction on April 2, 2018. Each USAC Class B Unit automatically was converted into one USAC common unit on the first business day following the record date attributable to the quarter ending June 30, 2019.
On July 30, 2019, the 6,397,965 USAC Class B units held by the Partnership converted into 6,397,965 common units representing limited partner interests in USAC. These common units participate in distributions declared by USAC.
Quarterly Distributions of Available Cash
Our distribution policy is consistent with the terms of our Partnership Agreement, which requires that we distribute all of our available cash quarterly.
Our distributions declared and paid with respect to our common units were as follows:
Quarter EndedRecord DatePayment DateRate
December 31, 2018February 8, 2019February 19, 2019$0.3050 
March 31, 2019May 7, 2019May 20, 20190.3050 
June 30, 2019August 6, 2019August 19, 20190.3050 
September 30, 2019November 5, 2019November 19, 20190.3050 
December 31, 2019February 7, 2020February 19, 20200.3050 
March 31, 2020May 7, 2020May 19, 20200.3050 
June 30, 2020August 7, 2020August 19, 20200.3050 
September 30, 2020November 6, 2020November 19, 20200.1525 
December 31, 2020February 8, 2021February 19, 20210.1525 
March 31, 2021May 11, 2021May 19, 20210.1525 
June 30, 2021August 6, 2021August 19, 20210.1525 
September 30, 2021November 5, 2021November 19, 20210.1525 
December 31, 2021February 8, 2022February 18, 20220.1750 
Energy Transfer Preferred Unit Distributions
Distributions on Energy Transfer’s Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series H preferred units declared and/or paid by Energy Transfer were as follows:
Period EndedRecord DatePayment Date
Series A (1)
Series B (1)
Series CSeries DSeries E
Series F (1)
Series G (1)
Series H (1)
March 31, 2021May 3, 2021May 17, 2021$—$—$0.4609$0.4766$0.4750$33.7500$35.63$—
June 30, 2021August 2, 2021August 16, 202131.2533.130.46090.47660.4750——— 
September 30, 2021November 1, 2021November 15, 2021——0.46090.47660.475033.750035.6327.08 *
December 31, 2021February 1, 2022February 15, 202231.2533.130.46090.47660.4750——— 
*    Represents prorated initial distribution.
(1)    Series A, Series B, Series F, Series G and Series H distributions are paid on a semi-annual basis.
Sunoco LP Cash Distributions
The following table illustrates the percentage allocations of available cash from operating surplus between Sunoco LP’s common unitholders and the holder of its IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the
percentage interests of the IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders and IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
Marginal Percentage Interest in Distributions
Total Quarterly Distribution Target AmountCommon UnitholdersHolder of IDRs
Minimum Quarterly Distribution $0.4375100%—%
First Target Distribution$0.4375 to $0.503125100%—%
Second Target Distribution$0.503125 to $0.54687585%15%
Third Target Distribution$0.546875 to $0.65625075%25%
ThereafterAbove $0.65625050%50%
Distributions on Sunoco LP’s units declared and/or paid by Sunoco LP were as follows:
Quarter EndedRecord DatePayment DateRate
December 31, 2018February 6, 2019February 14, 2019$0.8255 
March 31, 2019May 7, 2019May 15, 20190.8255 
June 30, 2019August 6, 2019August 14, 20190.8255 
September 30, 2019November 5, 2019November 19, 20190.8255 
December 31, 2019February 7, 2020February 19, 20200.8255 
March 31, 2020May 7, 2020May 19, 20200.8255 
June 30, 2020August 7, 2020August 19, 20200.8255 
September 30, 2020November 6, 2020November 19, 20200.8255 
December 31, 2020February 8, 2021February 19, 20210.8255 
March 31, 2021May 11, 2021May 19, 20210.8255 
June 30, 2021August 6, 2021August 19, 20210.8255 
September 30, 2021November 5, 2021November 19, 20210.8255 
December 31, 2021February 8, 2022February 18, 20220.8255 
USAC Cash Distributions
Energy Transfer owns approximately 46.1 million USAC common units. As of December 31, 2021, USAC had approximately 97.3 million common units outstanding. USAC currently has a non-economic general partner interest and no outstanding IDRs.
Distributions on USAC’s units declared and/or paid by USAC subsequent to the USAC transaction on April 2, 2018 were as follows:
Quarter EndedRecord DatePayment DateRate
December 31, 2018January 28, 2019February 8, 2019$0.5250 
March 31, 2019April 29, 2019May 10, 20190.5250 
June 30, 2019July 29, 2019August 9, 20190.5250 
September 30, 2019October 28, 2019November 8, 20190.5250 
December 31, 2019January 27, 2020February 7, 20200.5250 
March 31, 2020April 27, 2020May 8, 20200.5250 
June 30, 2020July 31, 2020August 10, 20200.5250 
September 30, 2020October 26, 2020November 6, 20200.5250 
December 31, 2020January 25, 2021February 5, 20210.5250 
March 31, 2021April 26, 2021May 7, 20210.5250 
June 30, 2021July 26, 2021August 6, 20210.5250 
September 30, 2021October 25, 2021November 5, 20210.5250 
December 31, 2021January 24, 2022February 4, 20220.5250 
Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
 December 31,
 20212020
Available-for-sale securities$19 $18 
Foreign currency translation adjustment13 7 
Actuarial gain (loss) related to pensions and other postretirement benefits5 (7)
Investments in unconsolidated affiliates, net(11)(14)
Total AOCI, net of tax26 4 
Amounts attributable to noncontrolling interests(3)2 
Total AOCI included in partners’ capital, net of tax$23 $6 
The table below sets forth the tax amounts included in the respective components of other comprehensive income:
 December 31,
 20212020
Available-for-sale securities$(1)$(1)
Foreign currency translation adjustment6 8 
Actuarial loss relating to pension and other postretirement benefits1 3 
Total$6 $10