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

Annual report pursuant to Section 13 and 15(d)

Schedule I - Condensed Financial Information of Registrant (Tables)

Schedule I - Condensed Financial Information of Registrant (Tables)

12 Months Ended

Dec. 31, 2022

Condensed Financial Statements, Captions [Line Items]

Debt consisted of the following (in millions):


	December 31,

	2022		2021
SPL:
Senior Secured Notes:

5.625% due 2023	$	—	$	1,500
5.75% due 2024	2,000		2,000
5.625% due 2025	2,000		2,000
5.875% due 2026	1,500		1,500
5.00% due 2027	1,500		1,500
4.200% due 2028	1,350		1,350
4.500% due 2030	2,000		2,000
4.746% weighted average rate due 2037	1,782		1,282
Total SPL Senior Secured Notes	12,132		13,132
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)	—		—
Total debt - SPL	12,132		13,132

CQP:
Senior Notes:


4.500% due 2029	1,500		1,500
4.000% due 2031	1,500		1,500
3.25% due 2032	1,200		1,200
Total CQP Senior Notes	4,200		4,200
Credit facilities (the “CQP Credit Facilities”)	—		—
Total debt - CQP	4,200		4,200

CCH:
Senior Secured Notes:
7.000% due 2024 (the “2024 CCH Senior Notes”) (1)	498		1,250
5.875% due 2025	1,491		1,500
5.125% due 2027 (2)	1,271		1,500
3.700% due 2029 (2)	1,361		1,500
3.751% weighted average rate due 2039 (2)	2,633		2,721
Total CCH Senior Secured Notes	7,254		8,471
CCH Credit Facility	—		1,728
Working capital facility (the “CCH Working Capital Facility”) (3)	—		250
Total debt - CCH	7,254		10,449

Cheniere:
4.625% Senior Secured Notes due 2028	1,500		2,000

2045 Cheniere Convertible Senior Notes (4)	—		625
Revolving credit facility (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	1,500		2,625

Cheniere Marketing: trade finance facilities and letter of credit facility (3)	—		—
Total debt	25,086		30,406

Current portion of long-term debt	(813)		(117)
Short-term debt	—		(250)
Unamortized premium, discount and debt issuance costs, net	(218)		(590)
Total long-term debt, net of premium, discount and debt issuance costs	$	24,055	$	29,449

(1)In January 2023, we redeemed the remaining outstanding principal balance of the 2024 CCH Senior Notes with cash that was on hand at December 31, 2022. Therefore, the outstanding principal balance redeemed was classified as current portion of long-term debt as of December 31, 2022, net of discount and debt issuance costs of $3 million.

(2)Subsequent to December 31, 2022 and through February 16, 2023, we executed bond repurchases totaling $322 million, inclusive of CCH’s Senior Secured Notes due 2027, 2029 and 2039 on the open market. These bonds

were repurchased with cash that was on hand at December 31, 2022; therefore, the amounts repurchased are classified as current portion of long-term debt as of December 31, 2022, net of discount and debt issuance costs of $4 million.

(3)These debt instruments are classified as short-term debt.

(4)The redemption of these notes was financed with borrowings under the Cheniere Revolving Credit Facility, which is a long-term debt instrument. Therefore, the 2045 Cheniere Convertible Senior Notes were classified as long-term debt as of December 31, 2021. See Convertible Notes section below for further discussion of the redemption.

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2022 (in millions):


Years Ending December 31,	Principal Payments
2023	$	498
2024	2,000
2025	3,542
2026	1,608
2027	2,966
Thereafter	14,472
Total	$	25,086

Schedule of Leases, Balance Sheet Location

The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in millions):


		December 31,

	Consolidated Balance Sheets Location	2022		2021
Right-of-use assets—Operating	Operating lease assets	$	2,625	$	2,102
Right-of-use assets—Financing	Property, plant and equipment, net of accumulated depreciation	511		50
Total right-of-use assets		$	3,136	$	2,152

Current operating lease liabilities	Current operating lease liabilities	$	616	$	535
Current finance lease liabilities	Other current liabilities	28		2
Non-current operating lease liabilities	Operating lease liabilities	1,971		1,541
Non-current finance lease liabilities	Finance lease liabilities	494		57
Total lease liabilities		$	3,109	$	2,135

Schedule of Lease Cost, Income Statement Location

The following table shows the classification and location of our lease costs on our Consolidated Statements of Operations (in millions):


	Consolidated Statements of Operations Location	Year Ended December 31,
			2022		2021		2020
Operating lease cost (a)	Operating costs and expenses (1)		$	828	$	621	$	432
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization expense		12		3		2
Interest on lease liabilities	Interest expense, net of capitalized interest		14		9		7

Total lease cost			$	854	$	633	$	441

(a) Included in operating lease cost:
Short-term lease costs			$	122	$	139	$	93
Variable lease costs			18		21		16

(1)Presented in cost of sales, operating and maintenance expense or selling, general and administrative expense consistent with the nature of the asset under lease.

Schedule of Maturity of Lease Liabilities

Future annual minimum lease payments for operating and finance leases as of December 31, 2022 are as follows (in millions):


Years Ending December 31,	Operating Leases		Finance Leases
2023	$	690	$	63
2024	644		66
2025	505		71
2026	372		75
2027	275		77
Thereafter	492		427
Total lease payments (1)	2,978		779
Less: Interest	(391)		(257)
Present value of lease liabilities	$	2,587	$	522

(1)Does not include approximately $3.3 billion of legally binding minimum payments primarily for vessel charters contracted for as of December 31, 2022, which will commence in future periods with fixed minimum lease terms of up to 15 years.

Lease, Other Quantitative Information

The following table shows the weighted-average remaining lease term and the weighted-average discount rate for our operating leases and finance leases:


	December 31, 2022		December 31, 2021
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	5.9	10.6	5.6	16.7
Weighted-average discount rate (1)	4.2%	7.8%	3.6%	16.2%

(1)The weighted average discount rate is impacted by certain finance leases that commenced prior to the adoption of the current leasing standard under GAAP. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets.

The following table includes other quantitative information for our operating and finance leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	713	$	483	$	309
Operating cash flows from finance leases	14		10		10

Right-of-use assets obtained in exchange for operating lease liabilities	1,220		1,736		615
Right-of-use assets obtained in exchange for finance lease liabilities (1)	473		—		—

(1)Includes $88 million reclassified from operating leases to finance leases during the year ended December 31, 2022, as a result of modifications of the underlying vessel charters.

Schedule of Share Repurchases Under the Share Repurchase Program

The following table presents information with respect to repurchases of common stock (in millions, except per share data):


	Year Ended December 31,
		2022		2021		2020
Aggregate common stock repurchased		9.35		0.10		2.88
Weighted average price paid per share		$	146.88	$	87.32	$	53.88
Total amount paid		$	1,373	$	9	$	155

Schedule of Cash Flow, Supplemental Disclosures

The following table provides supplemental disclosure of cash flow information (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid during the period for interest on debt, net of amounts capitalized	$	891	$	1,365	$	1,395
Cash paid for income taxes, net of refunds	30		4		2
Non-cash investing activity:


Transfers of property, plant and equipment in exchange for other non-current assets	17		—		—

Cheniere [Member]

Condensed Financial Statements, Captions [Line Items]

Condensed Statements of Operations

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in millions)


	Year Ended December 31,
	2022		2021		2020

General and administrative expense	$	(20)	$	(17)	$	(20)
Amortization of capitalized interest associated to investment in subsidiaries	(1)		(1)		—
Total operating costs and expenses	(21)		(18)		(20)

Other income (expense)
Interest expense, net of capitalized interest	(91)		(151)		(155)

Loss on modification or extinguishment of debt	(12)		(6)		(50)
Total other income (expense)	(103)		(157)		(205)

Loss before income taxes and equity in income (loss) of subsidiaries	(124)		(175)		(225)
Less: income tax expense (benefit) (1)	565		(416)		(63)
Add: equity in income (loss) of subsidiaries, net of income taxes	2,117		(2,584)		77

Net income (loss) attributable to common stockholders	$	1,428	$	(2,343)	$	(85)

(1)The income tax expense (benefit) reported by Cheniere includes tax expense (benefit) incurred by Cheniere as if Cheniere were a separate taxpayer rather than a member of Cheniere’s consolidated income tax group, and tax expense (benefit) from Cheniere’s subsidiaries who are disregarded for federal income tax purposes and whose taxable income or loss is included in the federal income tax return of Cheniere.

Condensed Balance Sheet

CHENIERE ENERGY, INC.

CONDENSED BALANCE SHEETS

(in millions)


	December 31,
	2022		2021
ASSETS
Current assets
Cash and cash equivalents	$	—	$	17

Other current assets	6		1
Total current assets	6		18

Capitalized interest associated to investment in subsidiaries, net of amortization	38		35
Operating lease assets	64		19
Debt issuance and deferred financing costs, net of accumulated amortization	12		16

Deferred tax assets	92		797

Total assets	$	212	$	885

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current operating lease liabilities	$	7	$	6

Other current liabilities	18		30
Total current liabilities	25		36

Long-term debt, net of debt issuance costs	1,477		2,285
Investments in subsidiaries	1,552		1,110
Operating lease liabilities	69		24
Other non-current liabilities	58		1

Stockholders’ deficit	(2,969)		(2,571)
Total liabilities and stockholders’ deficit	$	212	$	885

Condensed Statements of Cash Flows

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in millions)


	Year Ended December 31,
	2022		2021		2020
Net cash used in operating activities	$	(28)	$	(232)	$	(285)

Cash flows from investing activities
Capitalized interest associated to investment in subsidiaries	(4)		(6)		(13)
Payments to acquire debt instruments of subsidiaries	(1,223)		—		—
Distribution from (investment in) subsidiaries	4,970		1,498		(481)
Net cash provided by (used in) investing activities	3,743		1,492		(494)

Cash flows from financing activities
Proceeds from issuance of debt	575		1,579		4,778
Redemptions and repayments of debt	(1,575)		(2,022)		(3,143)
Debt issuance and other financing costs	—		(9)		(57)
Debt modification or extinguishment costs	—		(1)		(29)
Dividends to stockholders	(349)		(85)		—
Distributions to non-controlling interest	(947)		(649)		(626)

Payments related to tax withholdings for share-based compensation	(63)		(48)		(43)
Repurchase of common stock	(1,373)		(9)		(155)

Net cash provided by (used in) financing activities	(3,732)		(1,244)		725

Net increase (decrease) in cash and cash equivalents	(17)		16		(54)
Cash and cash equivalents—beginning of period	17		1		55
Cash and cash equivalents—end of period	$	—	$	17	$	1

Schedule of Debt

Our debt consisted of the following (in millions):


	December 31,
	2022		2021

4.625% Senior Secured Notes due 2028	$	1,500	$	2,000

4.25% Convertible Senior Notes due 2045	—		625
Revolving credit facility the “Cheniere Revolving Credit Facility”)	—		—
Cheniere Term Loan Facility	—		—
Total debt	1,500		2,625



Unamortized debt issuance costs, net	(23)		(340)
Total long-term debt, net of discount and debt issuance costs	$	1,477	$	2,285

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2022 (in millions):


Years Ending December 31,	Principal Payments
2023	$	—
2024	—
2025	—
2026	—
2027	—
Thereafter	1,500
Total	$	1,500

Schedule of Leases, Balance Sheet Location

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	2022		2021
Right-of-use assets—Operating	Operating lease assets	$	64	$	19
Total right-of-use assets		$	64	$	19

Current operating lease liabilities	Current operating lease liabilities	$	7	$	6
Non-current operating lease liabilities	Operating lease liabilities	69		24
Total lease liabilities		$	76	$	30

Schedule of Lease Cost, Income Statement Location

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	2022		2021		2020
Operating lease cost (1)	General and administrative expense	$	12	$	9	$	10

(1)Includes $4 million of variable lease costs paid to the lessor during each of the years ended December 31, 2022, 2021 and 2020.

Schedule of Maturity of Lease Liabilities

Future annual minimum lease payments (reimbursements) for operating leases as of December 31, 2022 are as follows (in millions):


Years Ending December 31,	Operating Leases
2023 (1)	$	(11)
2024	6
2025	8
2026	13
2027	8
Thereafter	105
Total lease payments	129
Less: Interest	(53)
Present value of lease liabilities	$	76

(1)Includes an expected reimbursement from our lessor of $18 million for construction of leasehold improvements.

Lease, Other Quantitative Information

The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases:


	December 31,
	2022	2021
Weighted-average remaining lease term (in years)	13.4	4.8
Weighted-average discount rate	5.6%	6.6%

The following table includes other quantitative information for our operating leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8	$	7	$	7
Right-of-use assets obtained in exchange for new operating lease liabilities	48		—		5

Schedule of Share Repurchases Under the Share Repurchase Program


	Year Ended December 31,
	2022		2021		2020
Aggregate common stock repurchased	9.35		0.10		2.88
Weighted average price paid per share	$	146.88	$	87.32	$	53.88
Total amount paid (in millions)	$	1,373	$	9	$	155

Schedule of Cash Flow, Supplemental Disclosures

The following table provides supplemental disclosure of cash flow information, excluding any contributions to the parent that were immediately contributed to the subsidiaries (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid during the period for interest, net of amounts capitalized	$	109	$	130	$	45
Cash paid for income taxes, net of refunds	11		—		—
Non-cash investing activities:
Contribution of purchased bonds to subsidiaries (1)	1,223		—		—

(1)Includes total cash paid by us for bond repurchases of our subsidiary, net of discount, premium and commission fees, of $1,193 million and associated interest of $30 million.