Cheniere Energy, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

Related Party Transactions

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

Below is a summary of our related party transactions as reported on our Consolidated Statements of Operations (in millions):


	Year Ended December 31,
		2022		2021		2020
LNG Revenues
Natural Gas Transportation and Storage Agreements (1)		$	—	$	1	$	—

Other revenues
Operation and Maintenance Services Agreements (2)		7		7		9

Cost of sales
Natural Gas Supply Agreements (a) (3)		—		162		114
Natural Gas Transportation and Storage Agreements (1)		—		1		—

Total cost of sales		—		163		114

Operating and maintenance expense
Natural Gas Transportation and Storage Agreements (1) (4)		81		55		19



(a) Included in cost of sales:
Liquefaction Supply Derivative gain (3)		—		13		(1)

(1)SPL is party to various natural gas transportation and storage agreements and CTPL is party to an operational balancing agreement with a related party in the ordinary course of business for the operation of the SPL Project. This related party is partially owned by Brookfield Asset Management, Inc., who indirectly acquired a portion of CQP’s limited partner interests in September 2020. We recorded accrued liabilities of $6 million and $4 million as of December 31, 2022 and 2021, respectively, with this related party.

(2)Cheniere LNG O&M Services, LLC (“O&M Services”), our wholly owned subsidiary, provides the development, construction, operation and maintenance services to Midship Pipeline pursuant to agreements in which O&M Services receives an agreed upon fee and reimbursement of costs incurred. O&M Services recorded $1 million and $2 million of other receivables as of December 31, 2022 and 2021, respectively, for services provided to Midship Pipeline under these agreements.

(3)Includes amounts recorded related to natural gas supply contracts that SPL and CCL had with related parties. These agreements ceased to be considered related party agreements during 2021, when the related party entity was acquired by a non-related party.

(4)CCL is party to natural gas transportation agreements with Midship Pipeline Company, LLC (“Midship Pipeline”) in the ordinary course of business for the operation of the CCL Project. We recorded accrued liabilities of $1 million as of both December 31, 2022 and 2021 with this related party.

Other Agreements

Natural Gas Transportation Agreement with ADCC Pipeline

CCL is party to a natural gas transportation agreement with ADCC Pipeline in the ordinary course of business for the operation of the CCL Project, with an initial term of 20 years with extension rights, which will commence upon the completion of the ADCC Pipeline Project. We have a 30% equity interest in ADCC Pipeline, as further described in Note 8—Other Non-current Assets, Net.

Share Purchase Agreement

In June 2022, we entered into a purchase agreement to purchase approximately $350 million of our common shares beneficially owned by Icahn Capital LP and certain affiliates of Icahn Capital LP (the “Icahn Group”) pursuant to which we purchased an aggregate of approximately 2.68 million shares of our common stock at a price per share of $130.52, the closing price on our common shares on the date of execution of the purchase agreement. Pursuant to the Nomination and Standstill Agreement entered into on August 21, 2015 by Cheniere and the Icahn Group, the Icahn Group’s remaining director designee to our Board, Andrew Teno, resigned from our Board and all committees of our Board effective June 21, 2022. Additionally, as of such date, the Icahn Group ceased to be considered a related party.