Annual report pursuant to Section 13 and 15(d)

Non-Controlling Interest and Variable Interest Entities

v3.25.0.1
Non-Controlling Interest and Variable Interest Entities
 12 Months Ended
Dec. 31, 2024
Noncontrolling Interest and Variable Interest Entity [Abstract]  
Non-Controlling Interest and Variable Interest Entities NON-CONTROLLING INTERESTS AND VARIABLE INTEREST ENTITIES
Substantially all of our consolidated VIEs’ assets and liabilities relate to CQP. We own a 48.6% limited partner interest in CQP, and we also own all of the 2% general partner interest and 100% of the incentive distribution rights in CQP. The remaining 49.4% non-controlling limited partner interest in CQP is held by affiliates of Blackstone Inc. and Brookfield Asset Management, Inc. (“Brookfield”) as well as the public.
CQP is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG Terminal and related assets. Our wholly-owned subsidiary, Cheniere Partners GP, is the general partner of CQP. In 2012, CQP, Cheniere and Blackstone CQP Holdco LP (which was subsequently renamed to CQP Holdco LP, or “CQP Holdco”) entered into a unit purchase agreement whereby CQP sold 100.0 million Class B units to CQP Holdco in a private placement. The board of directors of Cheniere Partners GP was modified to include three directors appointed by CQP Holdco, four directors appointed by us and four independent directors mutually agreed upon by CQP Holdco and us and appointed by us. In addition, we provided 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 CQP Holdco, two directors appointed by us and two independent directors. CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that 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 CQP Holdco. However, we continue to consolidate CQP as a result of CQP Holdco’s right to maintain one board seat on our Board which creates a de facto agency relationship between 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 consolidated assets and liabilities (in millions) of our consolidated VIEs, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of the respective VIEs. In addition, there is no recourse to us for the consolidated VIEs’ liabilities. The assets and liabilities in the table below exclude intercompany balances between the respective VIEs and Cheniere that eliminate in our Consolidated Financial Statements.
December 31,
2024 2023
ASSETS  
Current assets    
Cash and cash equivalents $ 270  $ 575 
Restricted cash and cash equivalents 125  56 
Trade and other receivables, net of current expected credit losses 381  373 
Inventory 154  142 
Current derivative assets 84  30 
Margin deposits 13  — 
Other current assets, net 54  43 
Total current assets 1,081  1,219 
Property, plant and equipment, net of accumulated depreciation 15,880  16,212 
Operating lease assets 80  81 
Derivative assets 98  40 
Other non-current assets, net 206  188 
Total assets $ 17,345  $ 17,740 
LIABILITIES    
Current liabilities    
Accounts payable $ 70  $ 69 
Accrued liabilities 881  811 
Current debt, net of unamortized discount and debt issuance costs 351  300 
Deferred revenue 120  114 
Current operating lease liabilities 4  10 
Current derivative liabilities 250  196 
Other current liabilities 16  8 
Total current liabilities 1,692  1,508 
Long-term debt, net of unamortized discount and debt issuance costs 14,761  15,606 
Operating lease liabilities 76  71 
Derivative liabilities 1,213  1,531 
Other non-current liabilities 176  89 
Total liabilities $ 17,918  $ 18,805