Annual report pursuant to Section 13 and 15(d)

Derivative Instruments

v3.22.4
Derivative Instruments
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments DERIVATIVE INSTRUMENTS
 
We have entered into the following derivative instruments:
•interest rate swaps (“CCH Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on CCH’s amended and restated term loan credit facility (the “CCH Credit Facility”), which expired in May 2022, and to hedge against changes in interest rates that could impact anticipated future issuances of debt by CCH (the “Interest Rate Forward Start Derivatives” and, collectively with the CCH Interest Rate Derivatives, the “Interest Rate Derivatives”), which were settled in August 2020;
•commodity derivatives consisting of natural gas and power supply contracts, including those under our IPM agreements, for the development, commissioning and operation of the Liquefaction Projects and associated economic hedges (collectively, “Liquefaction Supply Derivatives”);
•LNG derivatives in which we have contractual net settlement and economic hedges on the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (collectively, “LNG Trading Derivatives”); and
•foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with cash flows denominated in currencies other than United States dollar (“FX Derivatives”), associated with both LNG Trading Derivatives and operations in countries outside of the United States.

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow or fair value hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process, in which case such changes are capitalized.

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis (in millions):
Fair Value Measurements as of
December 31, 2022 December 31, 2021
Quoted Prices in Active Markets
(Level 1)		 Significant Other Observable Inputs
(Level 2)		 Significant Unobservable Inputs
(Level 3)		 Total Quoted Prices in Active Markets
(Level 1)		 Significant Other Observable Inputs
(Level 2)		 Significant Unobservable Inputs
(Level 3)		 Total
Interest Rate Derivatives liability $ —  $ —  $ —  $ —  $ —  $ (40) $ —  $ (40)
Liquefaction Supply Derivatives asset (liability) (66) (29) (9,924) (10,019) 7  (9) (4,036) (4,038)
LNG Trading Derivatives asset (liability) 1  (47) —  (46) (22) (378) —  (400)
FX Derivatives asset (liability) —  (28) —  (28) —  12  —  12 

We valued our Interest Rate Derivatives using an income-based approach utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our LNG Trading Derivatives and our Liquefaction Supply Derivatives using a market or option-based approach incorporating present
value techniques, as needed, using observable commodity price curves, when available, and other relevant data. We value our FX Derivatives with a market approach using observable FX rates and other relevant data.

The fair value of our Liquefaction Supply Derivatives and LNG Trading Derivatives are predominantly driven by observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including, but not limited to, evaluation of whether the respective market exists from the perspective of market participants as infrastructure is developed.

We include a significant portion of our Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity and volatility.

The Level 3 fair value measurements of our natural gas positions within our Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for our Level 3 Liquefaction Supply Derivatives as of December 31, 2022:
Net Fair Value Liability
(in millions)		 Valuation Approach Significant Unobservable Input Range of Significant Unobservable Inputs / Weighted Average (1)
Liquefaction Supply Derivatives $(9,924) Market approach incorporating present value techniques Henry Hub basis spread
$(1.775) - $0.660 / $(0.154)
Option pricing model International LNG pricing spread, relative to Henry Hub (2)
73% - 532% / 163%
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)Spread contemplates U.S. dollar-denominated pricing.

Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of our Liquefaction Supply Derivatives.

The following table shows the changes in the fair value of our Level 3 Liquefaction Supply Derivatives and LNG Trading Derivatives (in millions):
Year Ended December 31,
2022
2021 (1)
 2020
Balance, beginning of period $ (4,036) $ 241  $ 138 
Realized and change in fair value gains (losses) included in net income (2):
Included in cost of sales, existing deals (3) (5,120) (2,509) 156 
Included in cost of sales, new deals (4) (1,373) (1,796) — 
Purchases and settlements:
Purchases (5) —  (1) 5 
Settlements (6) 605  29  (65)
Transfers in and/or out of level 3
Transfers into level 3 (7) —  —  7 
Balance, end of period $ (9,924) $ (4,036) $ 241 
Favorable (unfavorable) changes in fair value relating to instruments still held at the end of the period
 $ (6,493) $ (4,305) $ 156 
(1)Includes amounts recorded related to natural gas supply contracts that CCL had with a related party. The agreement ceased to be considered a related party agreement during 2021, as discussed in Note 14—Related Party Transactions.
(2)Does not include the realized value associated with derivative instruments that settle through physical delivery, as settlement is equal to contractually fixed price from trade date multiplied by contractual volume.  See settlements line item in this table.
(3)Impact to earnings on deals that existed at the beginning of the period and continue to exist at the end of the period.
(4)Impact to earnings on deals that were entered into during the reporting period and continue to exist at the end of the period.
(5)Includes any day one gain (loss) recognized during the reporting period on deals that were entered into during the reporting period which continue to exist at the end of the period, in addition to any derivative contracts acquired from entities at a value other than zero on acquisition date, such as derivatives assigned or novated during the reporting period and continuing to exist at the end of the period.
(6)Roll-off in the current period of amounts recognized in our Consolidated Balance Sheets at the end of the previous period due to settlement of the underlying instruments in the current period.
(7)Transferred into level 3 as a result of unobservable market for the underlying natural gas purchase agreements.

All existing counterparty derivative contracts provide for the unconditional right of set-off in the event of default. We have elected to report derivative assets and liabilities arising from those derivative contracts with the same counterparty and the unconditional contractual right of set-off on a net basis. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments, in instances when our derivative instruments are in an asset position. Additionally, counterparties are at risk that we will be unable to meet our commitments in instances where our derivative instruments are in a liability position. We incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements depending on the position of the derivative. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees.
Interest Rate Derivatives

CCH previously entered into the following Interest Rate Derivatives to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the CCH Credit Facility, which expired in May 2022:
Notional Amounts
December 31, 2022 December 31, 2021 Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received
CCH Interest Rate Derivatives $— $4.5 billion 2.30% One-month LIBOR
The following table shows the effect and location of our Interest Rate Derivatives on our Consolidated Statements of Operations (in millions):
Gain (Loss) Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location Year Ended December 31,
2022 2021 2020
CCH Interest Rate Derivatives Interest rate derivative gain (loss), net $ 2  $ (1) $ (138)
CCH Interest Rate Forward Start Derivatives Interest rate derivative gain (loss), net —  —  (95)

Commodity Derivatives

SPL and CCL hold Liquefaction Supply Derivatives which are primarily indexed to the natural gas market and international LNG indices. The terms of the Liquefaction Supply Derivatives range up to approximately 15 years, some of which commence upon the satisfaction of certain events or states of affairs.

Cheniere Marketing has historically entered into, and may from time to time enter into LNG transactions that provide for contractual net settlement. Such transactions are accounted for as LNG Trading Derivatives along with financial commodity contracts in the form of swaps or futures. The terms of LNG Trading Derivatives range up to approximately two years.
The following table shows the notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”):
December 31, 2022 December 31, 2021
Liquefaction Supply Derivatives (1) LNG Trading Derivatives Liquefaction Supply Derivatives LNG Trading Derivatives
Notional amount, net (in TBtu) 14,504  50  11,238  33 
(1)Excludes notional amounts associated with extension options that were uncertain to be taken as of December 31, 2022.

The following table shows the effect and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations (in millions):
Gain (Loss) Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location (1) Year Ended December 31,
2022 2021 2020
LNG Trading Derivatives LNG revenues $ (387) $ (1,812) $ (26)
LNG Trading Derivatives Cost of sales (2) 91  (42)
Liquefaction Supply Derivatives (2) LNG revenues 2  3  (1)
Liquefaction Supply Derivatives (2) Cost of sales (3) (6,203) (4,303) 94 
(1)Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.
(2)Does not include the value associated with derivative instruments that settle through physical delivery.
(3)Includes amounts recorded related to natural gas supply contracts that CCL had with a related party. The agreement ceased to be considered a related party agreement during 2021, as discussed in Note 14—Related Party Transactions.
FX Derivatives

Cheniere Marketing holds FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions that are denominated in a currency other than the United States dollar. The terms of FX Derivatives range up to approximately one year.

The total notional amount of our FX Derivatives was $619 million and $762 million as of December 31, 2022 and 2021, respectively.

The following table shows the effect and location of our FX Derivatives recorded on our Consolidated Statements of Operations (in millions):
Gain Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location Year Ended December 31,
2022 2021 2020
FX Derivatives LNG revenues $ 57  $ 33  $ (3)
Fair Value and Location of Derivative Assets and Liabilities on the Consolidated Balance Sheets

The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions):
December 31, 2022
CCH Interest Rate Derivatives
Liquefaction Supply Derivatives (1)
LNG Trading Derivatives (2)
FX Derivatives
 Total
Consolidated Balance Sheets Location
Current derivative assets $ —  $ 36  $ 84  $ —  $ 120 
Derivative assets —  35  —  —  35 
Total derivative assets —  71  84  —  155 
Current derivative liabilities —  (2,143) (130) (28) (2,301)
Derivative liabilities —  (7,947) —  —  (7,947)
Total derivative liabilities —  (10,090) (130) (28) (10,248)
Derivative liability, net $ —  $ (10,019) $ (46) $ (28) $ (10,093)
December 31, 2021
CCH Interest Rate Derivatives
Liquefaction Supply Derivatives (1)
LNG Trading Derivatives (2)
FX Derivatives
 Total
Consolidated Balance Sheets Location
Current derivative assets $ —  $ 38  $ 2  $ 15  $ 55 
Derivative assets —  69  —  —  69 
Total derivative assets —  107  2  15  124 
Current derivative liabilities (40) (644) (402) (3) (1,089)
Derivative liabilities —  (3,501) —  —  (3,501)
Total derivative liabilities (40) (4,145) (402) (3) (4,590)
Derivative asset (liability), net $ (40) $ (4,038) $ (400) $ 12  $ (4,466)
(1)Does not include collateral posted with counterparties by us of $111 million and $20 million as of December 31, 2022 and 2021, respectively, which are included in margin deposits in our Consolidated Balance Sheets.
(2)Does not include collateral posted with counterparties by us of $23 million and $745 million, as of December 31, 2022 and 2021, respectively, which are included in margin deposits in our Consolidated Balance Sheets.
Consolidated Balance Sheets Presentation

The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions) for our derivative instruments that are presented on a net basis on our Consolidated Balance Sheets:
Liquefaction Supply Derivatives
LNG Trading Derivatives
FX Derivatives
As of December 31, 2022
Gross assets $ 76  $ 87  $ — 
Offsetting amounts (5) (3) — 
Net assets $ 71  $ 84  $ — 
Gross liabilities $ (10,436) $ (132) $ (29)
Offsetting amounts 346  2  1 
Net liabilities $ (10,090) $ (130) $ (28)
As of December 31, 2021
Gross assets $ 155  $ 10  $ 48 
Offsetting amounts (48) (8) (33)
Net assets $ 107  $ 2  $ 15 
Gross liabilities $ (4,382) $ (551) $ (10)
Offsetting amounts 237  149  7 
Net liabilities $ (4,145) $ (402) $ (3)