DEBT OBLIGATIONS:Our debt obligations consist of the following:
| | | | | | | | | | | | |
| December 31, | |
| 2025 | | 2024 | |
| Energy Transfer Indebtedness | | | | |
4.05% senior notes due March 15, 2025(1) | — | | | 1,000 | | |
2.90% senior notes due May 15, 2025(1) | — | | | 1,000 | | |
5.95% senior notes due December 1, 2025(1) | — | | | 400 | | |
4.75% senior notes due January 15, 2026(2)(3) | 1,000 | | | 1,000 | | |
3.90% senior notes due July 15, 2026(2) | 550 | | | 550 | | |
6.05% senior notes due December 1, 2026(2) | 1,000 | | | 1,000 | | |
| 4.40% senior notes due March 15, 2027 | 700 | | | 700 | | |
| 4.20% senior notes due April 15, 2027 | 600 | | | 600 | | |
5.625% senior notes due May 1, 2027(3) | 600 | | | 600 | | |
| 5.50% senior notes due June 1, 2027 | 44 | | | 44 | | |
| 5.50% senior notes due June 1, 2027 | 956 | | | 956 | | |
| 4.00% senior notes due October 1, 2027 | 750 | | | 750 | | |
| 5.55% senior notes due February 15, 2028 | 1,000 | | | 1,000 | | |
| 4.95% senior notes due May 15, 2028 | 800 | | | 800 | | |
| 4.95% senior notes due June 15, 2028 | 1,000 | | | 1,000 | | |
| 6.10% senior notes due December 1, 2028 | 500 | | | 500 | | |
| 6.00% senior notes due February 1, 2029 | 700 | | | 700 | | |
| 5.25% senior notes due April 15, 2029 | 1,500 | | | 1,500 | | |
| 5.25% senior notes due July 1, 2029 | 1,000 | | | 1,000 | | |
| 7.00% senior notes due July 15, 2029 | 66 | | | 66 | | |
| 4.15% senior notes due September 15, 2029 | 547 | | | 547 | | |
| 8.25% senior notes due November 15, 2029 | 33 | | | 33 | | |
| 8.25% senior notes due November 15, 2029 | 267 | | | 267 | | |
| 5.20% senior notes due April 1, 2030 | 650 | | | — | | |
| 3.75% senior note due May 15, 2030 | 1,500 | | | 1,500 | | |
| 6.40% senior notes due December 1, 2030 | 1,000 | | | 1,000 | | |
| 7.375% senior notes due April 1, 2031 | 600 | | | 600 | | |
| 5.75% senior notes due February 15, 2033 | 1,500 | | | 1,500 | | |
| 4.05% tax-exempt bonds due June 1, 2033 | 225 | | | 225 | | |
| 6.55% senior notes due December 1,2033 | 1,500 | | | 1,500 | | |
| 5.55% senior notes due May 15, 2034 | 1,250 | | | 1,250 | | |
| 5.60% senior notes due September 1, 2034 | 1,250 | | | 1,250 | | |
| 4.90% senior notes due March 15, 2035 | 500 | | | 500 | | |
| 5.70% senior notes due April 1, 2035 | 1,250 | | | — | | |
| 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 | | |
| 5.00% senior notes due May 15, 2044 | 531 | | | 531 | | |
| 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 | | | 2,000 | | |
| 5.95% senior notes due May 15, 2054 | 1,750 | | | 1,750 | | |
| 6.05% senior notes due September 1, 2054 | 1,250 | | | 1,250 | | |
| 8.00% fixed-to-fixed reset rate junior subordinated notes due May 15, 2054 | 800 | | | 800 | | |
| 7.125% fixed-to-fixed reset rate junior subordinated notes due October 1, 2054 | 400 | | | 400 | | |
| 6.20% senior notes due April 1, 2055 | 1,100 | | | — | | |
| 6.50% Series 2025A junior subordinated notes due February 15, 2056 | 1,200 | | | — | | |
| 6.75% Series 2025B junior subordinated notes due February 15, 2056 | 800 | | | — | | |
| Floating rate junior subordinated notes due November 1, 2066 | 600 | | | 600 | | |
| Five-year credit facility due April 11, 2029 | 2,856 | | | 2,759 | | |
| Unamortized premiums, discounts and fair value adjustments, net | 30 | | | 62 | | |
| Deferred debt issuance costs | (277) | | | (250) | | |
| 51,478 | | | 48,840 | | |
| Subsidiary Indebtedness | | | | |
| Transwestern Debt | | | | |
| 6.16% senior notes due May 24, 2037 | 75 | | | 75 | | |
| 75 | | | 75 | | |
| Bakken Project Debt | | | | |
| 4.625% senior notes due April 1, 2029 | 850 | | | 850 | | |
| | | | |
| Deferred debt issuance costs | (2) | | | (3) | | |
| 848 | | | 847 | | |
| Sunoco LP Debt | | | | |
5.750% senior notes due 2025 (1) | — | | | 600 | | |
6.000% senior notes due 2026 (2) | 500 | | | 500 | | |
3.875% CAD senior notes due 2026 (2) (4) | 400 | | | — | | |
Parkland 3.875% CAD senior notes due 2026 (2)(5) | 37 | | | — | | |
| 6.000% senior notes due 2027 | 600 | | | 600 | | |
| 5.625% senior notes due 2027 | 550 | | | 550 | | |
5.875% senior notes due 2027 (4) | 499 | | | — | | |
Parkland 5.875% senior notes due 2027 (5) | 1 | | | — | | |
| 5.875% senior notes due 2028 | 400 | | | 400 | | |
| 7.000% senior notes due 2028 | 500 | | | 500 | | |
6.000% CAD senior notes due 2028 (4) | 277 | | | — | | |
Parkland 6.000% CAD senior notes due 2028 (5) | 14 | | | — | | |
| 4.500% senior notes due 2029 | 800 | | | 800 | | |
| 7.000% senior notes due 2029 | 750 | | | 750 | | |
4.375% CAD senior notes due 2029 (4) | 397 | | | — | | |
Parkland 4.375% CAD senior notes due 2029 (5) | 40 | | | — | | |
4.500% senior notes due 2029 (4) | 790 | | | — | | |
| | | | | | | | | | | | |
Parkland 4.500% senior notes due 2029 (5) | 10 | | | — | | |
| 4.500% senior notes due 2030 | 800 | | | 800 | | |
| 6.375% senior notes due 2030 | 600 | | | 600 | | |
4.625% senior notes due 2030 (4) | 798 | | | — | | |
Parkland 4.625% senior notes due 2030 (5) | 2 | | | — | | |
| 5.625% senior notes due 2031 | 1,000 | | | — | | |
| 7.250% senior notes due 2032 | 750 | | | 750 | | |
6.625% senior notes due 2032 (4) | 493 | | | — | | |
Parkland 6.625% senior notes due 2032 (5) | 7 | | | — | | |
| 6.250% senior notes due 2033 | 1,000 | | | — | | |
| 5.875% senior notes due 2034 | 900 | | | — | | |
| GoZone bonds | 322 | | | 322 | | |
| Sunoco LP credit facility due June 17, 2030 | — | | | 203 | | |
| Lease-related obligations and other Sunoco LP subsidiary debt | 233 | | | 132 | | |
| Unamortized premiums, discounts and fair value adjustments, net | 2 | | | 15 | | |
| Deferred debt issuance costs | (83) | | | (37) | | |
| 13,389 | | | 7,485 | | |
| USAC Debt | | | | |
6.875% senior notes due September 1, 2027(1) | — | | | 750 | | |
| 7.125% senior notes due March 15, 2029 | 1,000 | | | 1,000 | | |
| 6.250% senior notes due October 1, 2033 | 750 | | | — | | |
| USAC credit facility due August 27, 2030 | 795 | | | 772 | | |
| Deferred debt issuance costs | (21) | | | (20) | | |
| 2,524 | | | 2,502 | | |
| | | | |
| Other long-term debt | 19 | | | 11 | | |
| | | | |
| Total debt | 68,333 | | | 59,760 | | |
| Less: Current maturities of long-term debt | 25 | | | 8 | | |
| Long-term debt, less current maturities | $ | 68,308 | | | $ | 59,752 | | |
(1)These notes were redeemed in 2025.
(2)As of December 31, 2025, these obligations were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis.
(3)These notes were redeemed in 2026.
(4)These senior notes, totaling $3.65 billion as of December 31, 2025, were assumed by Sunoco LP in connection with the closing of the Parkland acquisition. For additional information, see “Sunoco LP Parkland Senior Note Exchange” below.
(5)These senior notes, totaling $111 million as of December 31, 2025, represent the aggregate principal amounts not tendered in the private exchange offers and remain outstanding obligations of Parkland. For additional information, see “Sunoco LP Parkland Senior Note Exchange” below.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $351 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:
| | | | | |
| 2026 | $ | 3,512 | |
| 2027 | 5,314 | |
| 2028 | 4,505 | |
| 2029 | 11,619 | |
| 2030 | 6,154 | |
| Thereafter | 37,581 | |
| Total | $ | 68,685 | |
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 Notes Issuances and Redemptions
In March 2025, the Partnership issued $650 million aggregate principal amount of 5.20% senior notes due April 2030, $1.25 billion aggregate principal amount of 5.70% senior notes due April 2035 and $1.10 billion aggregate principal amount of 6.20% senior notes due April 2055. The Partnership used the net proceeds to refinance existing indebtedness, including to repay commercial paper and borrowings under its Five-Year Credit Facility (described below), and for general partnership purposes.
In March 2025, the Partnership redeemed its $1.00 billion aggregate principal amount of 4.05% senior notes due March 2025 using cash on hand and commercial paper borrowings.
In May 2025, the Partnership redeemed its $1.00 billion aggregate principal amount of 2.90% senior notes due May 2025 using cash on hand and commercial paper borrowings.
In August 2025, the Partnership issued $1.20 billion aggregate principal amount of its Series 2025A junior subordinated notes due 2056 and $800 million aggregate principal amount of its Series 2025B junior subordinated notes due 2056. The Partnership used the net proceeds to repay borrowings under its Five-Year Credit Facility and for general partnership purposes.
In September 2025, the Partnership redeemed its $400 million aggregate principal amount of 5.95% senior notes due December 2025 using cash on hand and commercial paper borrowings.
In January 2026, the Partnership issued $1.00 billion aggregate principal amount of 4.55% senior notes due 2031, $1.00 billion aggregate principal amount of 5.35% senior notes due 2036 and $1.00 billion aggregate principal amount of 6.30% senior notes due 2056. The Partnership used the net proceeds to refinance existing indebtedness, including to repay commercial paper and borrowings under its Five-Year Credit Facility.
In January 2026, the Partnership redeemed its $1.00 billion aggregate principal amount of 4.75% senior notes due January 2026 using cash on hand and commercial paper borrowings.
In February 2026, the Partnership redeemed its $600 million aggregate principal amount of 5.625% senior notes due May 2027 using cash on hand and commercial paper borrowings.
Sunoco LP Senior Notes Issuances and Redemption
In March 2025, Sunoco LP issued $1.00 billion aggregate principal amount of 6.25% senior notes due 2033 in a private offering. These notes will mature on July 1, 2033 and interest is payable semi-annually on January 1 and July 1 of each year. Sunoco LP used the net proceeds from the private offering to repay its $600 million aggregate principal amount of
5.75% senior notes due 2025 and to repay a portion of the outstanding borrowings under Sunoco LP’s revolving credit facility.
In September 2025, Sunoco LP issued $1.00 billion aggregate principal amount of 5.625% senior notes due 2031 and $900 million aggregate principal amount of 5.875% senior notes due 2034 in a private offering. These notes will mature on March 15, 2031 and March 15, 2034, respectively, and interest is payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. Sunoco LP used the net proceeds from this private offering (i) on the closing date of the Parkland acquisition to fund a portion of the cash consideration for the Parkland acquisition and related transaction costs, with the remaining proceeds used for general corporate purposes, and (ii) prior to the closing date of the Parkland acquisition, to temporarily reduce the borrowings outstanding under its revolving credit facility and to pay interest and fees in connection therewith.
The 5.625% senior notes due 2031 and 5.875% senior notes due 2034 were originally subject to a special mandatory redemption requirement, which was eliminated upon closing of the Parkland acquisition.
Sunoco LP Parkland Senior Note Exchange
In October 2025, in connection with Sunoco LP’s Parkland acquisition, Sunoco LP commenced a private offering to exchange up to C$1.60 billion Canadian dollar denominated notes issued by Parkland (collectively, the “PKI CAD Notes”) and up to $2.60 billion U.S. dollar denominated notes issued by Parkland (collectively, the “PKI USD Notes”) for new notes issued by the Partnership. The exchange offer closed on November 7, 2025, with approximately C$1.47 billion of the PKI CAD Notes and approximately $2.58 billion of the PKI USD Notes being validly tendered and not validly withdrawn.
USAC Senior Notes Issuance and Redemption
In September 2025, USAC issued $750 million aggregate principal amount of 6.250% senior notes due 2033. USAC used the net proceeds from this issuance, together with borrowings under USAC’s credit facility, to redeem its $750 million aggregate principal amount of 6.875% senior notes due 2027 in October 2025.
Sunoco LP 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, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Series | | Date Issued | | Amount Outstanding | | Interest Rate | | Mandatory Purchase Date | | Original Redemption Date | | Maturity Date |
| Series 2008 | | June 26, 2008 | | 56 | | 6.10 | % | | June 1, 2030 | | n/a | | June 1, 2038 |
| Series 2010 | | July 15, 2010 | | 100 | | 6.35 | % | | n/a | | June 1, 2030 | | July 1, 2040 |
| Series 2010A | | October 7, 2010 | | 43 | | 6.35 | % | | n/a | | June 1, 2030 | | October 1, 2040 |
| Series 2010B | | December 29, 2010 | | 48 | | 6.10 | % | | June 1, 2030 | | n/a | | December 1, 2040 |
| Series 2011 | | October 1, 2025 | | 75 | | 3.70 | % | | June 1, 2030 | | n/a | | August 1, 2041 |
During 2025, the Sunoco LP completed the remarketing of $75 million principal amount of Series 2011 GoZone Bonds, which were previously repurchased on the mandatory purchase date of June 1, 2025 but were not remarketed at that time. The remarketed bonds were issued on October 1, 2025 and have a 3.70% interest rate, a mandatory purchase date of June 1, 2030, and a maturity of August 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 Sunoco LP undergoes 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, 2025, the Five-Year Credit Facility had $2.86 billion of outstanding borrowings, of which $2.57 billion consisted of commercial paper. The amount available for future borrowings was $2.12 billion, after accounting for outstanding letters of credit in the amount of $21 million. The weighted average interest rate on the total amount outstanding as of December 31, 2025 was 4.00%.
Sunoco LP Credit Facility
Sunoco LP maintains a $2.50 billion revolving credit facility, which matures on June 17, 2030 (the “Sunoco LP Credit Facility”), which date may be extended in accordance with the terms of Sunoco LP’s revolving credit facility. Sunoco LP’s revolving credit facility can be increased from time to time upon Sunoco LP’s written request, subject to certain conditions, up to an aggregate amount of $3.50 billion. As of December 31, 2025, the Sunoco LP Credit Facility had no outstanding borrowings and $26 million in standby letters of credit. The amount available for future borrowings was $2.47 billion at December 31, 2025. The weighted average interest rate on the total amount outstanding as of December 31, 2025 was 6.38%.
Sunoco LP Receivables Financing Agreement
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, 2025, this facility had no outstanding borrowings.
Sunoco LP Lease-Related Financing Obligations
Southside Oil, LLC, a subsidiary of Sunoco LP, is a party to a sale leaseback transaction that did not meet the criteria for sale leaseback accounting. This transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2058, require monthly interest and principal payments, and bear interest at 11.865%. As of December 31, 2025 and 2024, the balance of the sale leaseback financing obligation were $145 million and $85 million, respectively.
Lease-related financing obligations also include finance lease obligations of $87 million and $47 million as of December 31, 2025 and 2024, respectively.
USAC Credit Facility
USAC maintains a $1.75 billion revolving credit facility (the “USAC Credit Facility”) which matures on August 27, 2030, except that if more than $50 million principal amount of USAC’s existing 7.125% senior notes due 2029 are outstanding on December 14, 2028, its credit facility will mature on December 14, 2028. As of December 31, 2025, USAC had $795 million of outstanding borrowings and $1 million in outstanding letters of credit under the credit agreement. As of December 31, 2025, USAC had $954 million of remaining unused availability, all of which was available to be drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2025 was 5.74%.
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 3.21 to 1.00 at December 31, 2025, 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, 2025.