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Partners' Capital | 12 Months Ended
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Dec. 31, 2024
Partners' Capital [Abstract] |
Partners' Capital | Partners’ Capital As of December 31, 2024, Energy Transfer and its subsidiaries owned 28,463,967 common units, which constitutes a 18.6% limited partner interest in the Partnership. As of December 31, 2024, our wholly owned consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 107,764,568 common units. Common Units Common unit activity for the years ended December 31, 2024 and 2023 was as follows:
| Number of Units
Number of common units at December 31, 2022 | 84,054,765 |
Phantom unit vesting | 353,249 |
Number of common units at December 31, 2023 | 84,408,014 |
Phantom unit vesting | 277,421 |
NuStar acquisition | 51,543,100 |
Number of common units at December 31, 2024 | 136,228,535 |
Allocation of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to Energy Transfer. The calculation of net income allocated to common unitholders was as follows:
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Attributable to Common Units |  |  |  |  |
Distributions declared | $ | 478 |  |  | $ | 284 |  |  | $ | 277 |
Distributions (in excess of) less than net income | 238 |  |  | 27 |  |  | 120 |
Common unitholders’ interest in net income | $ | 716 |  |  | $ | 311 |  |  | $ | 397 |
Class C Units The Partnership has outstanding an aggregate of 16,410,780 Class C Units, all of which are held by wholly owned subsidiaries of the Partnership. Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from Sunoco Retail, the proceeds of any sale of the membership interests of Sunoco Retail, or any interest or principal payments received by the Partnership with respect to indebtedness of Sunoco Retail or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding; (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law; (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of Sunoco Retail, or the Partnership’s ownership of any indebtedness of Sunoco Retail or any of its subsidiaries (“Sunoco Retail Items”); (v) will be allocated gross income (other than from Sunoco Retail Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from Sunoco Retail Items). Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our 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 our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per common unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Energy Transfer currently owns our IDRs.
|  |  | Marginal percentage interest in distributions
| Total quarterly distribution per Common unit target amount |  | Common Unitholders |  | Holder of IDRs
Minimum Quarterly Distribution | $0.4375 |  | 100 | % |  | — |
First Target Distribution | Above $0.4375 up to $0.503125 |  | 100 | % |  | — |
Second Target Distribution | Above $0.503125 up to $0.546875 |  | 85 | % |  | 15 | %
Third Target Distribution | Above $0.546875 up to $0.656250 |  | 75 | % |  | 25 | %
Thereafter | Above $0.656250 |  | 50 | % |  | 50 | %
Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid or to be paid were as follows:
|  | Common Units |  |
Payment Date |  | Per Unit Distribution |  | Total Cash Distribution |  | Distribution to IDR Holders
February 18, 2022 |  | $ | 0.8255 |  |  | $ | 69 |  |  | $ | 18 |
May 19, 2022 |  | 0.8255 |  |  | 69 |  |  | 18 |
August 19, 2022 |  | 0.8255 |  |  | 69 |  |  | 18 |
November 18, 2022 |  | 0.8255 |  |  | 69 |  |  | 18 |
February 21, 2023 |  | 0.8255 |  |  | 69 |  |  | 18 |
May 22, 2023 |  | 0.8420 |  |  | 71 |  |  | 19 |
August 21, 2023 |  | 0.8420 |  |  | 71 |  |  | 19 |
November 20, 2023 |  | 0.8420 |  |  | 71 |  |  | 19 |
February 20, 2024 |  | 0.8420 |  |  | 71 |  |  | 19 |
May 20, 2024 |  | 0.8756 |  |  | 119 |  |  | 36 |
August 19, 2024 |  | 0.8756 |  |  | 119 |  |  | 36 |
November 19, 2024 |  | 0.8756 |  |  | 119 |  |  | 36 |
February 19, 2025 |  | 0.8865 |  |  | 121 |  |  | 37 |
Accumulated Other Comprehensive Income The following table presents the components of AOCI, net of tax:
| December 31, 2024 |  | December 31, 2023
Foreign currency translation adjustment | $ | (1) |  |  | $ | — |
Actuarial gains related to pensions and other postretirement benefits | 3 |  |  | — |
Total accumulated other comprehensive income included in partners’ capital, net of tax | $ | 2 |  |  | $ | — |

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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