Annual report pursuant to Section 13 and 15(d)

Non-Controlling Interest and Variable Interest Entity

v3.22.0.1
Non-Controlling Interest and Variable Interest Entity
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest and Variable Interest Entity [Abstract]  
Non-Controlling Interest and Variable Interest Entity NON-CONTROLLING INTEREST AND VARIABLE INTEREST ENTITY
We own a 48.6% limited partner interest in CQP in the form of 239.9 million common units, with the remaining non-controlling limited partner interest held by Blackstone Inc., Brookfield Asset Management Inc. and the public. In July 2020, the board of directors of CQP’s general partner confirmed and approved that, following the distribution with respect to the three months ended June 30, 2020, the financial tests required for conversion of CQP’s subordinated units, all of which were held by us, were met under the terms of CQP’s partnership agreement. Accordingly, effective August 17, 2020, the first business day following the payment of the distribution, all of CQP’s subordinated units were automatically converted into common units on a one-for-one basis and the subordination period was terminated. We also own 100% of the general partner interest and the incentive distribution rights in CQP. CQP is accounted for as a consolidated VIE.

CQP is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG Terminal and related assets. Our subsidiary, Cheniere Partners GP, is the general partner of CQP. In 2012, CQP, Cheniere and Blackstone CQP Holdco LP (“Blackstone CQP Holdco”) entered into a unit purchase agreement whereby CQP sold 100.0 million Class B units to Blackstone CQP Holdco in a private placement. The board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone CQP Holdco, four directors appointed by us and four independent directors mutually agreed upon by Blackstone CQP Holdco and us and appointed by us. In addition, we provided Blackstone CQP Holdco with a right to maintain one board seat on our Board of Directors (our “Board”). A quorum of Cheniere Partners GP directors consists of a majority of all directors, including at least two directors appointed by Blackstone CQP Holdco, two directors appointed by us and two independent directors. Blackstone CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone CQP Holdco’s ownership in CQP is less than 20% of outstanding common units and subordinated units.

As a holder of common units of CQP, we are not obligated to fund losses of CQP. However, our capital account, which would be considered in allocating the net assets of CQP were it to be liquidated, continues to share in losses of CQP. We have determined that Cheniere Partners GP is a VIE and that we, as the holder of the equity at risk, do not have a controlling financial interest due to the rights held by Blackstone CQP Holdco. However, we continue to consolidate CQP as a result of Blackstone CQP Holdco’s right to maintain one board seat on our Board which creates a de facto agency relationship between Blackstone CQP Holdco and us. GAAP requires that when a de facto agency relationship exists, one of the members of the de facto agency relationship must consolidate the VIE based on certain criteria. As a result, we consolidate CQP in our Consolidated Financial Statements.
The following table presents the summarized assets and liabilities (in millions) of CQP, our consolidated VIE, which are included in our Consolidated Balance Sheets as of December 31, 2021 and 2020. The assets in the table below may only be used to settle obligations of CQP. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third party assets and liabilities of CQP only and exclude intercompany balances that eliminate in consolidation.
December 31,
2021 2020
ASSETS  
Current assets    
Cash and cash equivalents $ 876  $ 1,210 
Restricted cash and cash equivalents 98  97 
Accounts and other receivables, net of current expected credit losses 580  318 
Other current assets 285  182 
Total current assets 1,839  1,807 
Property, plant and equipment, net of accumulated depreciation 16,830  16,723 
Other non-current assets, net 316  287 
Total assets $ 18,985  $ 18,817 
LIABILITIES    
Current liabilities    
Accrued liabilities $ 1,077  $ 662 
Other current liabilities 200  167 
Total current liabilities 1,277  829 
Long-term debt, net of premium, discount and debt issuance costs 17,177  17,580 
Other non-current liabilities 100  126 
Total liabilities $ 18,554  $ 18,535