Related Party Transactions | RELATED PARTY TRANSACTIONS Below is a summary of our related party transactions as reported on our Consolidated Statements of Operations (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 LNG revenues—affiliate Cheniere Marketing Agreements $ 1,022 $ 500 $ 2,394 $ 1,079 Contracts for Sale and Purchase of Natural Gas and LNG 104 9 166 29 Total LNG revenues—affiliate 1,126 509 2,560 1,108 Cost of sales—affiliate Contracts for Sale and Purchase of Natural Gas and LNG 47 12 95 18 Cheniere Marketing Agreements — — — 31 Total cost of sales—affiliate 47 12 95 49 Cost of sales—related party Natural Gas Supply Agreement (1) — 53 — 124 Operating and maintenance expense—affiliate Services Agreements 28 24 86 76 Land Agreements — 1 — 1 Total operating and maintenance expense—affiliate 28 25 86 77 Operating and maintenance expense—related party Natural Gas Transportation Agreements 2 2 7 7 General and administrative expense—affiliate Services Agreements 11 8 27 20 (1) Includes amounts recorded related to natural gas supply contracts that we had with a related party. This agreement ceased to be considered a related party agreement during 2021, as discussed below. We had $35 million due to affiliates as of both September 30, 2022 and December 31, 2021, under agreements with affiliates, as described below. Cheniere Marketing Agreements Cheniere Marketing SPA CCL has an amended and restated fixed price SPA with Cheniere Marketing International LLP (“Cheniere Marketing”), a wholly owned subsidiary of Cheniere, (the “Cheniere Marketing Base SPA”) with a term of 20 years which allows Cheniere Marketing to purchase, at its option, (1) up to a cumulative total of 150 TBtu of LNG within the commissioning periods for Trains 1 through 3 and (2) any excess LNG produced by the Liquefaction Project that is not committed to customers under third party SPAs. Under the Cheniere Marketing Base SPA, Cheniere Marketing may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Additionally, CCL has: (1) a fixed price SPA with a term through 2043 with Cheniere Marketing which allows them to purchase volumes of approximately 15 TBtu per annum of LNG and (2) an SPA with Cheniere Marketing for approximately 44 TBtu of LNG with a maximum term up to 2026 associated with the integrated production marketing gas supply agreement between CCL and EOG Resources, Inc. As of September 30, 2022 and December 31, 2021, CCL had $593 million and $314 million of accounts receivable—affiliate, respectively, under these agreements with Cheniere Marketing. In association with an IPM agreement between CCL and ARC Resources U.S. Corp, CCL entered into an SPA in June 2022 with Cheniere Marketing to sell Cheniere Marketing approximately 44 TBtu per annum of LNG at a price linked to the Platts Japan Korea Marker (“JKM”), for a term of 15 years commencing with commercial operations of Train 7 of the Corpus Christi Stage 3 Project. Cheniere Marketing Letter Agreement CCL has a letter agreement with Cheniere Marketing for the sale of up to 48 cargoes scheduled to be delivered between 2023 and 2025 at a price equal to 115% of Henry Hub plus $1.97 per MMBtu. Facility Swap Agreement We have an arrangement with subsidiaries of Cheniere to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers in the event operational conditions impact operations at either the Sabine Pass or Corpus Christi liquefaction facilities. The purchase price for such cargoes would be (1) 115% of the applicable natural gas feedstock purchase price or (2) an FOB U.S. Gulf Coast LNG market price, whichever is greater. Services Agreements Gas and Power Supply Services Agreement (“G&P Agreement”) CCL has a G&P Agreement with Cheniere Energy Shared Services, Inc. (“Shared Services”), a wholly owned subsidiary of Cheniere, pursuant to which Shared Services will manage the gas and power procurement requirements of CCL. The services include, among other services, exercising the day-to-day management of CCL’s natural gas and power supply requirements, negotiating agreements on CCL’s behalf and providing other administrative services. Prior to the substantial completion of each Train of the Liquefaction Project, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Project, CCL will pay, in addition to the reimbursement of related expenses, a fixed monthly fee of $30,000 (indexed for inflation) per mtpa for services performed with respect to such Train. Operation and Maintenance Agreements (“O&M Agreements”) CCL has an O&M Agreement (“CCL O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), a wholly owned subsidiary of Cheniere, pursuant to which CCL receives all of the necessary services required to construct, operate and maintain the Liquefaction Project. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, administering various agreements, information technology services and other services required to operate and maintain the Liquefaction Project. Prior to the substantial completion of each Train of the Liquefaction Project, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Project, CCL will pay, in addition to the reimbursement of related expenses, a fixed monthly fee of $53,000 (indexed for inflation) per mtpa for services performed with respect to such Train. CCP has an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, information technology services and other services required to operate and maintain the Corpus Christi Pipeline. CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP. Management Services Agreements (“MSAs”) CCL has an MSA with Shared Services pursuant to which Shared Services manages the construction and operation of the Liquefaction Project, excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Project and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Project, no monthly fee payment is required except for reimbursement of expenses. After substantial completion of each Train, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee of $157,000 (adjusted for inflation) per mtpa for services performed with respect to such Train. CCP has an MSA with Shared Services pursuant to which Shared Services manages CCP’s operations and business, excluding those matters provided for under the CCP O&M Agreement. The services include, among other services, exercising the day-to-day management of CCP’s affairs and business, managing CCP’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Corpus Christi Pipeline and obtaining insurance. CCP is required to reimburse Shared Services for the aggregate of all costs and expenses incurred in the course of performing the services under the MSA. Natural Gas Supply Agreement CCL was party to a natural gas supply agreement with a related party in the ordinary course of business, to obtain a fixed minimum daily volume of feed gas for the operation of the Liquefaction Project. The related party entity was acquired by a non-related party on November 1, 2021, therefore, as of such date, this agreement ceased to be considered a related party agreement. Natural Gas Transportation Agreements Agreements with Related Party CCL is party to natural gas transportation agreements with a related party in the ordinary course of business for the operation of the Liquefaction Project, for a period of 10 years which began in May 2020. Cheniere accounts for its investment in this related party as an equity method investment. CCL recorded accrued liabilities—related party of $1 million as of both September 30, 2022 and December 31, 2021 with this related party. CCL is party to a natural gas transportation agreement with a related party in the ordinary course of business for the operation of the Liquefaction Project, with an initial term of 20 years with extension rights. Cheniere has an equity interest in this related party. Contracts for Sale and Purchase of Natural Gas and LNG CCL has an agreement with Sabine Pass Liquefaction, LLC that allows the parties to sell and purchase natural gas with each other. Natural gas purchased under this agreement is initially recorded as inventory and then to cost of sales—affiliate upon its sale, except for purchases related to commissioning activities which are capitalized as LNG terminal construction-in-process. Natural gas sold under this agreement is recorded as LNG revenues—affiliate. CCL also has an agreement with Midship Pipeline Company, LLC that allows them to sell and purchase natural gas with each other. Land Agreements Rental Agreements CCL has agreements with Cheniere Land Holdings, LLC (“CLH”), a wholly owned subsidiary of Cheniere, to rent the land owned by CLH for the Liquefaction Project. The total annual rental payment is $0.6 million with terms through 2031. Easement Agreements CCL has agreements with CLH which grant CCL easements on land owned by CLH for the Liquefaction Project. The total annual payment for easement agreements is $0.1 million, excluding any previously paid one-time payments, and the terms of the agreements range from three Master License Agreements CCL has agreements with CLH which grant CCL licenses to enter certain land owned by CLH for the Liquefaction Project. The aggregate annual payment for these agreements is $1 million, commencing January 2022 through completion of construction at the Liquefaction Project, subject to early termination. Dredge Material Disposal Agreement CCL has a dredge material disposal agreement with CLH that terminates in 2042 which grants CCL permission to use land owned by CLH for the deposit of dredge material from the construction and maintenance of the Liquefaction Project. Under the terms of the agreement, CCL will pay CLH $0.50 per cubic yard of dredge material deposits up to 5.0 million cubic yards and $4.62 per cubic yard for any quantities above that. Tug Hosting Agreement CCL has a tug hosting agreement with Corpus Christi Tug Services, LLC (“Tug Services”), a wholly owned subsidiary of Cheniere, to provide certain marine structures, support services and access necessary at the Liquefaction Project for Tug Services to provide its customers with tug boat and marine services. Tug Services is required to reimburse CCL for any third party costs incurred by CCL in connection with providing the goods and services. State Tax Sharing Agreements CCL and CCP each have a state tax sharing agreement with Cheniere. Under these agreements, Cheniere has agreed to prepare and file all state and local tax returns which each of the entities and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, each of the respective entities will pay to Cheniere an amount equal to the state and local tax that each of the entities would be required to pay if its state and local tax liability were calculated on a separate company basis. To date, there have been no state and local tax payments demanded by Cheniere under the tax sharing agreements. The agreements for both CCL and CCP were effective for tax returns due on or after May 2015. Equity Contribution Agreements We entered into equity contribution agreements with Cheniere and certain of its subsidiaries (the “Equity Contribution Agreements”) pursuant to which Cheniere agreed to contribute any of CCH’s Senior Secured Notes that Cheniere has repurchased to CCH. During the three and nine months ended September 30, 2022, Cheniere repurchased a total of $30 million of the outstanding principal amount of CCH’s Senior Secured Notes due 2029 and 2039 on the open market, which were immediately contributed under the Equity Contribution Agreements to us from Cheniere and cancelled by us. |