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Debt Obligations
 12 Months Ended
Dec. 31, 2024
Debt Obligations [Abstract]  
Debt Disclosure [Text Block] DEBT OBLIGATIONS:
Our debt obligations consist of the following:
December 31,
20242023
Energy Transfer Indebtedness
5.875% Senior Notes due January 15, 2024(1)
$— $23 
5.875% Senior Notes due January 15, 2024(1)
— 1,127 
7.60% Senior Notes due February 1, 2024(1)
— 82 
4.90% Senior Notes due February 1, 2024(1)
— 350 
4.25% Senior Notes due April 1, 2024(1)
— 500 
4.50% Senior Notes due April 15, 2024(1)
— 750 
3.90% Senior Notes due May 15, 2024(1)
— 600 
9.00% Debentures due November 1, 2024(1)
— 65 
4.05% Senior Notes due March 15, 2025(2)
1,000 1,000 
5.75% Senior Notes due April 1, 2025(1)
— 500 
2.90% Senior Notes due May 15, 2025(2)
1,000 1,000 
5.95% Senior Notes due December 1, 2025(2)
400 400 
4.75% Senior Notes due January 15, 20261,000 1,000 
3.90% Senior Notes due July 15, 2026550 550 
6.05% Senior Notes due December 1, 20261,000 1,000 
4.40% Senior Notes due March 15, 2027700 700 
4.20% Senior Notes due April 15, 2027600 600 
6.05% Senior Notes due May 1, 2027600 600 
5.50% Senior Notes due June 1, 202744 44 
5.50% Senior Notes due June 1, 2027956 956 
4.00% Senior Notes due October 1, 2027750 750 
5.55% Senior Notes due February 15, 20281,000 1,000 
4.95% Senior Notes due May 15, 2028800 800 
4.95% Senior Notes due June 15, 20281,000 1,000 
6.10% Senior Notes due December 1, 2028500 500 
6.00% Senior Notes due February 1, 2029700 700 
8.00% Senior Notes due April 1, 2029(1)
— 450 
5.25% Senior Notes due April 15, 20291,500 1,500 
5.25% Senior Notes due July 1, 20291,000 — 
7.00% Senior Notes due July 15, 202966 66 
4.15% Senior Notes due September 15, 2029547 547 
8.25% Senior Notes due November 15, 202933 33 
8.25% Senior Notes due November 15, 2029267 267 
3.75% Senior Note due May 15, 20301,500 1,500 
6.40% Senior Notes due December 1, 20301,000 1,000 
7.38% Senior Notes due April 1, 2031600 600 
5.75% Senior Notes due February 15, 20331,500 1,500 
4.05% Tax-Exempt Bonds due June 1, 2033225 225 
6.55% Senior Notes due December 1,20331,500 1,500 
5.55% Senior Notes due May 15, 20341,250 — 
5.60% Senior Notes due September 1, 20341,250 — 
4.90% Senior Notes due March 15, 2035500 500 
6.625% Senior Notes due October 15, 2036400 400 
5.80% Senior Notes due June 15, 2038500 500 
7.50% Senior Notes due July 1, 2038550 550 
6.85% Senior Notes due February 15, 2040250 250 
6.05% Senior Notes due June 1, 2041700 700 
6.50% Senior Notes due February 1, 2042 1,000 1,000 
6.10% Senior Notes due February 15, 2042300 300 
4.95% Senior Notes due January 15, 2043350 350 
5.15% Senior Notes due February 1, 2043450 450 
5.95% Senior Notes due October 1, 2043 450 450 
5.30% Senior Notes due April 1, 2044700 700 
5.00% Senior Notes due May 15, 2044531 531 
5.15% Senior Notes due March 15, 20451,000 1,000 
5.35% Senior Notes due May 15, 2045800 800 
6.125% Senior Notes due December 15, 20451,000 1,000 
5.30% Senior Notes due April 15, 2047900 900 
5.40% Senior Notes due October 1, 20471,500 1,500 
6.00% Senior Notes due June 15, 20481,000 1,000 
6.25% Senior Notes due April 15, 20491,750 1,750 
5.00% Senior Notes due May 15, 20502,000 2,000 
5.95% Senior Notes due May 15, 20541,750 — 
6.05% Senior Notes due September 1, 20541,250 — 
8.00% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due May 15, 2054800 — 
7.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due October 1, 2054400 — 
Floating Rate Junior Subordinated Notes due November 1, 2066600 600 
Five-Year Credit Facility due April 11, 20292,759 1,412 
Unamortized premiums, discounts and fair value adjustments, net62 128 
Deferred debt issuance costs(250)(197)
48,840 44,359 
Subsidiary Indebtedness
Transwestern Debt
5.66% Senior Notes due December 9, 2024(1)
— 175 
6.16% Senior Notes due May 24, 203775 75 
75 250 
Bakken Project Debt
3.90% Senior Notes due April 1, 2024(1)
— 1,000 
4.625% Senior Notes due April 1, 2029850 850 
Unamortized premiums, discounts and fair value adjustments, net— (1)
Deferred debt issuance costs(3)(4)
847 1,845 
Sunoco LP Debt
5.750% Senior Notes due October 1, 2025(2)(3)
600 — 
6.000% Senior Notes due June 1, 2026(3)
500 — 
6.000% Senior Notes due April 15, 2027600 600 
5.625% Senior Notes due April 28, 2027(3)
550 — 
5.875% Senior Notes due March 15, 2028400 400 
7.000% Senior Notes due September 25, 2028500 500 
7.000% Senior Notes due May 1, 2029750 — 
4.500% Senior Notes due May 15, 2029800 800 
4.500% Senior Notes due April 30, 2030800 800 
6.375% Senior Notes due October 1, 2030(3)
600 — 
7.250% Senior Notes due May 1, 2032750 — 
GoZone Bonds(2)(3)
322 — 
Sunoco LP Credit Facility due May 3, 2029203 411 
Lease-related obligations132 94 
Unamortized premiums, discounts and fair value adjustments, net15 — 
Deferred debt issuance costs(37)(25)
7,485 3,580 
USAC Debt
6.875% Senior Notes due April 1, 2026(1)
— 725 
6.875% Senior Notes due September 1, 2027750 750 
7.125% Senior Notes due March 15, 20291,000 — 
USAC Credit Facility due December 8, 2026772 872 
Deferred debt issuance costs(20)(11)
2,502 2,336 
Other long-term debt11 18 
Total debt59,760 52,388 
Less: Current maturities of long-term debt8 1,008 
Long-term debt, less current maturities$59,752 $51,380 
(1)These notes were redeemed in 2024.
(2)As of December 31, 2024, these obligations (including $75 million of Sunoco LP’s GoZone bonds) were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis.
(3)Sunoco LP assumed $2.57 billion aggregate principal amount of NuStar senior notes and bonds in connection with the closing of the NuStar acquisition in May 2024.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $233 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:
2025$3,082 
20263,826 
20275,554 
20284,203 
202910,476 
Thereafter32,852 
Total$59,993 
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
Senior Notes
The Energy Transfer senior notes are the Partnership’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 Energy Transfer senior notes are not guaranteed by any of its subsidiaries.
The covenants related to the Energy Transfer 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 Partnership’s assets.
Energy Transfer 2024 Senior Notes Redemptions
During the first quarter of 2024, the Partnership redeemed its $1.15 billion aggregate principal amount of 5.875% senior notes due January 2024, $350 million aggregate principal amount of 4.90% senior notes due February 2024 and $82 million aggregate principal amount of 7.60% senior notes due February 2024 using proceeds from its January 2024 notes issuance described below.
During the second quarter of 2024, the Partnership redeemed its $500 million aggregate principal amount of 4.25% senior notes due April 2024, $750 million aggregate principal amount of 4.50% senior notes due April 2024, $450 million aggregate principal amount of 8.00% senior notes due April 2029 and $600 million aggregate principal amount of 3.90% senior notes due May 2024 using cash on hand and proceeds from its Five-Year Credit Facility (defined below).
During the fourth quarter of 2024, the Partnership redeemed its $65 million aggregate principal amount of 9.00% debentures due November 2024, its Transwestern $175 million aggregate principal amount of 5.66% senior notes due December 2024 and its $500 million aggregate principal amount of 5.75% senior notes due April 2025 using cash on hand and proceeds from its Five-Year Credit Facility.
Bakken Project Debt Redemption
In April 2024, the Bakken Pipeline entities redeemed $1.00 billion aggregate principal amount of 3.90% senior notes due April 2024 using proceeds from member contributions, which included $637 million reflected as capital contributions from noncontrolling interests recorded in the Partnership’s consolidated financial statements.
Energy Transfer 2024 Notes Issuance
In January 2024, the Partnership issued $1.25 billion aggregate principal amount of 5.55% senior notes due 2034, $1.75 billion aggregate principal amount of 5.95% senior notes due 2054 and $800 million aggregate principal amount of 8.00% fixed-to-fixed reset rate junior subordinated notes due 2054. The Partnership used the net proceeds to refinance existing indebtedness, including borrowings under its Five-Year Credit Facility (defined below), to redeem its outstanding Series C Preferred Units and Series D Preferred Units and for general partnership purposes. The Partnership also used the proceeds to redeem its Series E Preferred Units in May 2024.
In June 2024, the Partnership issued $1.00 billion aggregate principal amount of 5.25% senior notes due 2029, $1.25 billion aggregate principal amount of 5.60% senior notes due 2034, $1.25 billion aggregate principal amount of 6.05% senior notes due 2054 and $400 million aggregate principal amount of 7.125% fixed-to-fixed reset rate junior subordinated notes due 2054. The Partnership used part of the net proceeds to redeem its outstanding Series A Preferred Units. It also used the net proceeds to fund a portion of its acquisition of WTG Midstream, refinance existing indebtedness, including borrowings under its Five-Year Credit Facility, and for general partnership purposes.
Sunoco LP April 2024 Notes Issuance
On April 30, 2024, the Sunoco LP issued $750 million aggregate principal amount of 7.000% senior notes due 2029 and $750 million aggregate principal amount of 7.250% senior notes due 2032 in a private offering. Sunoco LP used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Sunoco LP and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses.
NuStar Subordinated Note Redemption and Credit Facility Termination
During the second quarter of 2024, subsequent to the closing of the NuStar acquisition, Sunoco LP redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated NuStar's credit facility totaling $455 million. Upon the closing of the NuStar acquisition, the commitments under NuStar’s receivables financing agreement were reduced to zero during a suspension period, for which the period end has not been determined. As of December 31, 2024, this facility had zero outstanding borrowings.
USAC March 2024 Notes Issuance
In March 2024, USAC issued $1.00 billion aggregate principal amount of 7.125% senior notes due 2029. The net proceeds from this issuance were used to repay a portion of existing borrowings under USAC’s revolving credit facility, to redeem its $725 million aggregate principal amount of 6.875% senior notes due 2026, which constituted a legal defeasance under GAAP, and for general partnership purposes.
The Defeasance required a cash outlay in the net amount of $749 million, which was used to purchase U.S. government securities. These securities generated sufficient cash upon maturity to fund interest payments on the senior notes due 2026 occurring between the effective date of the Defeasance through April 4, 2024, when the senior notes due 2026 were redeemed at par, as well as fund the redemption of the senior notes due 2026 in full. As a result of the Defeasance, USAC recognized a loss on early extinguishment of debt of $5 million for the three months ended March 31, 2024.
GoZone Bonds
Sunoco LP’s obligations also include revenue bonds issued by the Parish of St. James, Louisiana pursuant to the Gulf Opportunity Zone Act of 2005 (the “GoZone Bonds”).
As reflected in the table below, the holders of the Series 2008, Series 2010B and Series 2011 GoZone Bonds are required to tender their bonds at the applicable mandatory purchase date in exchange for 100% of the principal plus accrued and unpaid interest, after which these bonds are expected to be remarketed with a new interest rate established. Each of the Series 2010 and Series 2010A GoZone Bonds is subject to redemption on or after June 1, 2030 by the Parish of St. James, at our option, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest. Interest on the GoZone Bonds is payable semi-annually on June 1 and December 1 of each year.
The following table summarizes the GoZone Bonds outstanding as of December 31, 2024:
SeriesDate IssuedAmount OutstandingInterest RateMandatory Purchase DateOriginal Redemption DateMaturity Date
Series 2008June 26, 2008566.10 %June 1, 2030n/aJune 1, 2038
Series 2010July 15, 20101006.35 %n/aJune 1, 2030July 1, 2040
Series 2010AOctober 7, 2010436.35 %n/aJune 1, 2030October 1, 2040
Series 2010BDecember 29, 2010486.10 %June 1, 2030n/aDecember 1, 2040
Series 2011August 9, 2011755.85 %June 1, 2025n/aAugust 1, 2041
Sunoco LP’s agreements with the Parish of St. James related to the GoZone Bonds contain: (i) customary restrictive covenants that limit the ability of Sunoco LP and its subsidiaries to, among other things, create liens, enter into certain sale leaseback transactions, and engage in certain consolidations, mergers or asset sales; and (ii) a repurchase provision which provides that if we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, then each holder may require the trustee, with funds provided by Sunoco LP, to repurchase all or a portion of that holder’s GoZone Bonds at a price equal to 101% of the aggregate principal amount repurchased, plus any accrued and unpaid interest.
Credit Facilities and Commercial Paper
Five-Year Credit Facility
The Partnership’s Five-Year Credit Facility allows for unsecured borrowings up to $5.00 billion until April 11, 2027, and, following the Partnership’s exercise of its option to extend the maturity date on December 18, 2024, up to $4.84 billion until April 11, 2029. The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions.
As of December 31, 2024, the Five-Year Credit Facility had $2.76 billion of outstanding borrowings, all of which consisted of commercial paper. The amount available for future borrowings was $2.21 billion, after accounting for outstanding letters of credit in the amount of $30 million. The weighted average interest rate on the total amount outstanding as of December 31, 2024 was 4.65%.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”). As of December 31, 2024, the Sunoco LP Credit Facility had $203 million of outstanding borrowings and $43 million in standby letters of credit and matures in May 2029. The amount available for future borrowings was $1.25 billion at December 31, 2024. The weighted average interest rate on the total amount outstanding as of December 31, 2024 was 6.57%.
USAC Credit Facility
USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”) which matures on December 8, 2026. As of December 31, 2024, USAC had $772 million of outstanding borrowings and $1 million in outstanding letters
of credit under the credit agreement. As of December 31, 2024, USAC had $827 million of remaining unused availability of which, due to restrictions related to compliance with the applicable financial covenants, $783 million was available to be drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2024 was 6.98%.
Covenants Related to Our Credit Agreements
The agreements relating to the 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 Five-Year Credit Facility contains 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 Five-Year Credit Facility) during certain Defaults (as defined in the Five-Year Credit Facility) and during any Event of Default (as defined in the Five-Year Credit Facility);
•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 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 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 Five-Year Credit Facility ranges from 0.125% to 0.300%. 
The Five-Year Credit Facility contains various covenants including limitations on the creation of indebtedness and liens and related to the operation and conduct of our business. The Five-Year Credit Facility also limits us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreement, of 5.00 to 1.00, which can generally be increased to 5.50 to 1.00 during a Specified Acquisition Period. Our Leverage Ratio was 3.12 to 1.00 at December 31, 2024, as calculated in accordance with the credit agreement.
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 Transwestern
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.
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 specified net leverage ratio and interest coverage ratio.
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;
•enter into transactions with affiliates;
•merge or consolidate;
•sell our assets; and
•make certain acquisitions.
The USAC Credit Facility is also subject to the following financial covenants, including covenants requiring USAC to maintain:
•a minimum EBITDA to interest coverage ratio;
•a ratio of total secured indebtedness to EBITDA within a specified range; and
•a maximum funded debt to EBITDA ratio.
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, 2024.