Annual report pursuant to Section 13 and 15(d)

Schedule I - Condensed Financial Information of Registrant

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Schedule I - Condensed Financial Information of Registrant
 12 Months Ended
Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]  
Schedule I - Condensed Financial Information of Registrant
CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS
(in millions) 
  Year Ended December 31,
  2021 2020 2019
General and administrative expense $ 17  $ 20  $ 17 
Depreciation expense 1  —  — 
Total operating costs and expenses 18  20  17 
Other income (expense)
Interest expense, net of capitalized interest (151) (155) (141)
Interest income —  —  1 
Loss on modification or extinguishment of debt (6) (50) — 
Equity in income (loss) of subsidiaries (2,584) 77  490 
Total other income (expense) (2,741) (128) 350 
Income (loss) before income taxes (2,759) (148) 333 
Less: income tax benefit (416) (63) (315)
Net income (loss) attributable to common stockholders $ (2,343) $ (85) $ 648 


































The accompanying notes are an integral part of these condensed financial statements.
CHENIERE ENERGY, INC.

CONDENSED BALANCE SHEETS
(in millions) 
  December 31,
  2021 2020
ASSETS    
Current assets
Cash and cash equivalents $ 17  $ — 
Restricted cash and cash equivalents —  1 
Other current assets 1  1 
Total current assets 18  2 
Property, plant and equipment, net of accumulated depreciation 35  30 
Operating lease assets 19  22 
Debt issuance and deferred financing costs, net of accumulated amortization 16  15 
Investments in subsidiaries —  2,324 
Deferred tax assets 797  381 
Total assets $ 885  $ 2,774 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current operating lease liabilities $ 6  $ 5 
Current debt —  103 
Other current liabilities 30  37 
Total current liabilities 36  145 
Long-term debt, net of discount and debt issuance costs 2,285  2,790 
Investments in subsidiaries 1,110  — 
Operating lease liabilities 24  30 
Other non-current liabilities 1  — 
Stockholders’ deficit (2,571) (191)
Total liabilities and stockholders’ deficit $ 885  $ 2,774 





















The accompanying notes are an integral part of these condensed financial statements.
CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS
(in millions) 
  Year Ended December 31,
  2021 2020 2019
Net cash provided by (used in) operating activities $ (232) $ (285) $ 74 
Cash flows from investing activities  
Property, plant and equipment (6) (13) (2)
Distribution from (investment in) subsidiaries 1,498  (481) 842 
Net cash provided by (used in) investing activities 1,492  (494) 840 
Cash flows from financing activities  
Proceeds from issuance of debt 1,579  4,778  — 
Redemptions and repayments of debt (2,022) (3,143) — 
Debt issuance and other financing costs (9) (57) — 
Debt modification or extinguishment costs (1) (29) — 
Cash dividends to shareholders (85) —  — 
Distributions to non-controlling interest (649) (626) (591)
Payments related to tax withholdings for share-based compensation (48) (43) (19)
Repurchase of common stock (9) (155) (249)
Net cash provided by (used in) financing activities (1,244) 725  (859)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 16  (54) 55 
Cash, cash equivalents and restricted cash and cash equivalents—beginning of period 1  55  — 
Cash, cash equivalents and restricted cash and cash equivalents—end of period $ 17  $ 1  $ 55 

Balances per Condensed Balance Sheets:
December 31,
2021 2020
Cash and cash equivalents $ 17  $ — 
Restricted cash and cash equivalents —  1 
Total cash, cash equivalents and restricted cash and cash equivalents $ 17  $ 1 



















The accompanying notes are an integral part of these condensed financial statements.
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Condensed Financial Statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere.
 
In the Condensed Financial Statements, Cheniere’s investments in affiliates are presented at the net amount attributable to Cheniere. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded on the Condensed Balance Sheets. The income from operations of the affiliates is reported on a net basis as investment in affiliates (equity in income of subsidiaries).
 
A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The Condensed Financial Statements should be read in conjunction with Cheniere’s Consolidated Financial Statements.

Recent Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing contracts expected to arise from the market transition from LIBOR to alternative reference rates. The transition period under this standard is effective March 12, 2020 and will apply through December 31, 2022.

We have a revolving credit facility indexed to LIBOR. To date, we have amended our revolving credit facility to incorporate a fallback replacement rate indexed to SOFR as a result of the expected LIBOR transition. We elected to apply the optional expedients as applicable to certain modified terms, however the impact of applying the optional expedients has not been material thus far. We will continue to elect to apply the optional expedients to qualifying contract modifications in the future.

NOTE 2—DEBT

As of December 31, 2021 and 2020, our debt consisted of the following (in millions): 
December 31,
2021 2020
4.625% Senior Secured Notes due 2028
 2,000  2,000 
4.875% Convertible Unsecured Notes due 2021 (1)
 —  476 
4.25% Convertible Senior Notes due 2045 (2)
 625  625 
Cheniere Revolving Credit Facility —  — 
Cheniere Term Loan Facility —  148 
Total debt 2,625  3,249 
Current portion of long-term debt
 —  (104)
Unamortized discount and debt issuance costs, net (340) (355)
Total long-term debt, net of discount and debt issuance costs $ 2,285  $ 2,790 
(1)A portion of the outstanding balance that is due within one year is classified as current portion of long-term debt.
(2)The redemption of these notes was financed with borrowings under the Cheniere Revolving Credit Facility, which is a long-term debt instrument. Therefore, the 4.25% Convertible Senior Notes due 2045 were classified as long-term debt as of December 31, 2021.
Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2021 (in millions): 
Years Ending December 31, Principal Payments
2022 (1) $ 625 
2023 — 
2024 — 
2025 — 
2026 — 
Thereafter 2,000 
Total $ 2,625 
(1)Includes $625 million aggregate principal amount outstanding of the 2045 Cheniere Convertible Senior Notes as we issued a notice of redemption on December 6, 2021 for all amounts outstanding. As discussed above, the balance is classified as long-term debt in our Balance Sheets as the redemption was financed with long-term borrowings subsequent to the balance sheet date.

NOTE 3—GUARANTEES
 
Cheniere has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees and stand-by letters of credit. Cheniere enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. As of December 31, 2021, outstanding guarantees and other assurances aggregated approximately $472 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2021.

NOTE 4—LEASES

Our leased assets consist primarily of office space and facilities, which are classified as operating leases.

The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Balance Sheets (in millions):
December 31,
Condensed Balance Sheet Location 2021 2020
Right-of-use assets—Operating Operating lease assets $ 19  $ 22 
Total right-of-use assets $ 19  $ 22 
Current operating lease liabilities Current operating lease liabilities $ 6  $ 5 
Non-current operating lease liabilities Operating lease liabilities 24  30 
Total lease liabilities $ 30  $ 35 

The following table shows the classification and location of our lease cost on our Condensed Statements of Operations (in millions):
Year Ended December 31,
Condensed Statements of Operations Location 2021 2020
Operating lease cost (1) General and administrative expense $ 9  $ 10 
(1)Includes $4 million of variable lease costs paid to the lessor during each of the years ended December 31, 2021 and 2020.
Future annual minimum lease payments for operating leases as of December 31, 2021 are as follows (in millions): 
Years Ending December 31, Operating Leases (1)
2022 $ 8 
2023 8 
2024 7 
2025 6 
2026 6 
Thereafter 1 
Total lease payments 36 
Less: Interest (6)
Present value of lease liabilities $ 30 

The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases:
December 31,
2021 2020
Weighted-average remaining lease term (in years) 4.8 5.7
Weighted-average discount rate 6.6% 6.6%

The following table includes other quantitative information for our operating leases (in millions):
Year Ended December 31,
2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 7  $ 7 
Right-of-use assets obtained in exchange for new operating lease liabilities —  5 

NOTE 5—STOCKHOLDERS’ EQUITY

On June 3, 2019, we announced that our Board authorized a three-year, $1.0 billion share repurchase program. On September 7, 2021, the Board authorized an increase in the share repurchase program to $1.0 billion, inclusive of any amounts remaining under the previous authorization as of December 31, 2021, for an additional three years beginning on October 1, 2021. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2021 and 2020 (in millions, except per share data):
Year Ended December 31,
2021 2020 2019
Aggregate common stock repurchased 0.1  2.9  4.0 
Weighted average price paid per share $ 87.32  $ 53.88  $ 62.27 
Total amount paid (in millions) $ 9  $ 155  $ 249 

As of December 31, 2021, we had up to $998 million of the share repurchase program available.

Dividends

During the year ended December 31, 2021, we declared and paid an inaugural quarterly dividend of $0.33 per common share. On January 25, 2022, we declared a quarterly dividend of $0.33 per common share that is payable on February 28, 2022 to shareholders of record as of February 7, 2022.
NOTE 6 —SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides supplemental disclosure of cash flow information (in millions): 
Year Ended December 31,
2021 2020 2019
Cash paid during the period for interest, net of amounts capitalized $ 130  $ 45  $ 36 
Non-cash investing and financing activities:
Non-cash capital distributions (1) —  79  490 
(1)Amounts represent undistributed equity income of affiliates.