10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number 001-16383

CHENIERE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4352386
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Milam Street, Suite 1900

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $ 0.003 par value	LNG	NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒ 

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $12.1 billion as of June 30, 2020.

As of February 19, 2021, the issuer had 253,529,085 shares of Common Stock outstanding.

Documents incorporated by reference: The definitive proxy statement for the registrant’s Annual Meeting of Stockholders (to be filed within 120 days of the close of the registrant’s fiscal year) is incorporated by reference into Part III.

CHENIERE ENERGY, INC.

TABLE OF CONTENTS

PART I
Items 1. and 2. Business and Properties	5
Item 1A. Risk Factors	21
Item 1B. Unresolved Staff Comments	37
Item 3. Legal Proceedings	37
Item 4. Mine Safety Disclosure	38
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6. Selected Financial Data	42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	68
Item 8. Financial Statements and Supplementary Data	70
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	118
Item 9A. Controls and Procedures	118
Item 9B. Other Information	118
PART III
PART IV
Item 15. Exhibits and Financial Statement Schedules	119
Item 16. Form 10-K Summary	142
Signatures	143

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DEFINITIONS

As used in this annual report, the terms listed below have the following meanings: 

Common Industry and Other Terms

Bcf	billion cubic feet
Bcf/d	billion cubic feet per day
Bcf/yr	billion cubic feet per year
Bcfe	billion cubic feet equivalent
DOE	U.S. Department of Energy
EPC	engineering, procurement and construction
FERC	Federal Energy Regulatory Commission
FTA countries	countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
GAAP	generally accepted accounting principles in the United States
Henry Hub	the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
LIBOR	London Interbank Offered Rate
LNG	liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
MMBtu	million British thermal units, an energy unit
mtpa	million tonnes per annum
non-FTA countries	countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
SEC	U.S. Securities and Exchange Commission
SPA	LNG sale and purchase agreement
TBtu	trillion British thermal units, an energy unit
Train	an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
TUA	terminal use agreement

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Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of December 31, 2020, including our ownership of certain subsidiaries, and the references to these entities used in this annual report:

Unless the context requires otherwise, references to “Cheniere,” the “Company,” “we,” “us” and “our” refer to Cheniere Energy, Inc. and its consolidated subsidiaries, including our publicly traded subsidiary, Cheniere Partners.

Unless the context requires otherwise, references to the “CCH Group” refer to CCH HoldCo II, CCH HoldCo I, CCH, CCL and CCP, collectively.

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CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things: 

•statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;

•statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;

•statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;

•statements regarding the amount and timing of share repurchases;

•statements relating to the construction of our Trains and pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;

•statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;

•statements regarding counterparties to our commercial contracts, construction contracts and other contracts;

•statements regarding our planned development and construction of additional Trains or pipelines, including the financing of such Trains or pipelines;

•statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

•statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;

•statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;

•statements regarding our anticipated LNG and natural gas marketing activities;

•statements regarding the outbreak of COVID-19 and its impact on our business and operating results, including any customers not taking delivery of LNG cargoes, the ongoing credit worthiness of our contractual counterparties, any disruptions in our operations or construction of our Trains and the health and safety of our employees, and on our customers, the global economy and the demand for LNG;

•any other statements that relate to non-historical or future information; and

•other factors described in Item 1A. Risk Factors in this Annual Report on Form 10-K.

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this annual report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this annual report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this annual report and in the

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CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

other reports and other information that we file with the SEC. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

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PART I

ITEMS 1. AND 2.    BUSINESS AND PROPERTIES

General

Cheniere Energy, Inc. (“Cheniere”), a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (methane) in liquid form. The LNG we produce is shipped all over the world, turned back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking and other industrial uses. Natural gas is a cleaner-burning, abundant and affordable source of energy. When LNG is converted back to natural gas, it can be used instead of coal, which reduces the amount of pollution traditionally produced from burning fossil fuels, like sulfur dioxide and particulate matter that enters the air we breathe. Additionally, compared to coal, it produces significantly fewer carbon emissions. By liquefying natural gas, we are able to reduce its volume by 600 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquid form for efficient transport overseas.

We own and operate the Sabine Pass LNG terminal in Louisiana, one of the largest LNG production facilities in the world, through our ownership interest in and management agreements with Cheniere Energy Partners, L.P. (“Cheniere Partners”), which is a publicly traded limited partnership that we created in 2007. As of December 31, 2020, we owned 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners. We also own and operate the Corpus Christi LNG terminal in Texas, which is wholly owned by us.

The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners, through its subsidiary Sabine Pass Liquefaction, LLC (“SPL”), is currently operating five natural gas liquefaction Trains and is constructing one additional Train that is expected to be substantially completed in the second half of 2022, for a total production capacity of approximately 30 mtpa of LNG (the “SPL Project”) at the Sabine Pass LNG terminal. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ subsidiary, Sabine Pass LNG, L.P. (“SPLNG”), that include pre-existing infrastructure of five LNG storage tanks with aggregate capacity of approximately 17 Bcfe, two existing marine berths and one under construction that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4 Bcf/d. Cheniere Partners also owns a 94-mile pipeline through its subsidiary, Cheniere Creole Trail Pipeline, L.P. (“CTPL”), that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”).

We also own the Corpus Christi LNG terminal near Corpus Christi, Texas, and are currently operating two Trains and one additional Train is undergoing commissioning for a total production capacity of approximately 15 mtpa of LNG. Additionally, we are operating a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Trains, the “CCL Project”) through our subsidiaries Corpus Christi Liquefaction, LLC (“CCL”) and Cheniere Corpus Christi Pipeline, L.P. (“CCP”), respectively. The CCL Project, once fully constructed, will contain three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters.

We have contracted approximately 85% of the total production capacity from the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) on a term basis, with approximately 18 years of average remaining life as of December 31, 2020. This includes volumes contracted under SPAs in which the customers are required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, as well as volumes contracted under integrated production marketing (“IPM”) gas supply agreements.

Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project (“Corpus Christi Stage 3”) through our subsidiary Cheniere Corpus Christi Liquefaction Stage III,

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LLC (“CCL Stage III”) for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG. We received approval from FERC in November 2019 to site, construct and operate the expansion project.

We remain focused on operational excellence and customer satisfaction. Increasing demand of LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We hold significant land positions at both the Sabine Pass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we can make a final investment decision (“FID”).

Although results are consolidated for financial reporting, Cheniere, Cheniere Partners, SPL and the CCH Group operate with independent capital structures. The following diagram depicts our abbreviated capital structure as of December 31, 2020:

Our Business Strategy

Our primary business strategy is to be a full service LNG provider to worldwide end-use customers. We accomplish this objective by owning, constructing and operating LNG and natural gas infrastructure facilities to meet our long-term customers’ energy demands and: 

•safely, efficiently and reliably operating and maintaining our assets;

•procuring natural gas and pipeline transport capacity to our facilities;

•providing value to our customers through destination flexibility, options not to lift cargoes and diversity of price and geography;

•commencing commercial delivery for our long-term SPA and IPM customers, of which we have initiated for 17 of 20 long-term SPA and IPM customers as of December 31, 2020;

•safely, on-time and on-budget completing our expansion construction projects;

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•maximizing the production of LNG to serve our customers and generating steady and stable revenues and operating cash flows;

•maintaining a flexible capital structure to finance the acquisition, development, construction and operation of the energy assets needed to supply our customers; and

•strategically identifying actionable environmental solutions.

LNG Terminals and Marketing

We shipped our first LNG cargo in February 2016 and we shipped our 1,000th cargo in January 2020. Cheniere’s LNG has been shipped to 35 countries and regions around the world.

Sabine Pass LNG Terminal

Liquefaction Facilities

The SPL Project is one of the largest LNG production facilities in the world. Through Cheniere Partners, we are currently operating five Trains and two marine berths at the SPL Project, and are constructing one additional Train that is expected to be substantially completed in the second half of 2022, and a third marine berth. We have received authorization from the FERC to site, construct and operate Trains 1 through 6, as well as for the construction of the third marine berth. We have achieved substantial completion of the first five Trains of the SPL Project and commenced commercial operating activities for each Train at various times starting in May 2016. The following table summarizes the project completion and construction status of Train 6 of the SPL Project as of December 31, 2020:

	SPL Train 6
Overall project completion percentage	77.6%
Completion percentage of:
Engineering	99.0%
Procurement	99.9%
Subcontract work	54.9%
Construction	49.2%
Date of expected substantial completion	2H 2022

The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel from the Sabine Pass LNG terminal:

•Trains 1 through 4—FTA countries and non-FTA countries through December 31, 2050, in an amount up to a combined total of the equivalent of 16 mtpa (approximately 803 Bcf/yr of natural gas).

•Trains 1 through 4—FTA countries and non-FTA countries through December 31, 2050, in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas (approximately 4 mtpa).

•Trains 5 and 6—FTA countries and non-FTA countries through December 31, 2050 in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).

In December 2020, the DOE announced a new policy in which it would no longer issue short-term export authorizations separately from long-term authorizations. Accordingly, the DOE amended each of SPL’s long-term authorizations to include short-term export authority, and vacated the short-term orders.

An application was filed in September 2019 seeking authorization to make additional exports from the SPL Project to FTA countries for a 25-year term and to non-FTA countries for a 20-year term in an amount up to the equivalent of approximately 153 Bcf/yr of natural gas, for a total SPL Project export capacity of approximately 1,662 Bcf/yr. The terms of the authorizations are requested to commence on the date of first commercial export from the SPL Project of the volumes contemplated in the application. In April 2020, the DOE issued an order authorizing SPL to export to FTA countries related to this application, for which the term was subsequently extended through December 31, 2050, but has not yet issued an order authorizing SPL to export to non-FTA countries for the corresponding LNG volume. A corresponding application for authorization to increase the total LNG production capacity of the SPL Project from the currently authorized level to approximately 1,662 Bcf/yr was also submitted to the FERC and is currently pending.

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Customers

SPL has entered into fixed price long-term SPAs generally with terms of 20 years (plus extension rights) and with a weighted average remaining contract length of approximately 17 years (plus extension rights) with eight third parties for Trains 1 through 6 of the SPL Project. Under these SPAs, the customers will purchase LNG from SPL for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to approximately 115% of Henry Hub. The customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveries under the SPAs as the fixed fee component of the price under SPL’s SPAs. We refer to the fee component that is applicable only in connection with LNG cargo deliveries as the variable fee component of the price under SPL’s SPAs. The variable fees under SPL’s SPAs were generally sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

In aggregate, the annual fixed fee portion to be paid by the third-party SPA customers is approximately $2.9 billion for Trains 1 through 5. After giving effect to an SPA that Cheniere has committed to provide to SPL, the annual fixed fee portion to be paid by the third-party SPA customers would increase to at least $3.3 billion, which is expected to occur upon the date of first commercial delivery of Train 6.

In addition, Cheniere Marketing has an agreement with SPL to purchase at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers. See Marketing section for additional information regarding agreements entered into by Cheniere Marketing.

The annual contracted cash flows from fixed fees of each buyer of LNG under SPL’s third-party SPAs that constitute more than 10% of SPL’s aggregate fixed fees under all its SPAs are:

•approximately $720 million from BG Gulf Coast LNG, LLC (“BG”), which is guaranteed by BG Energy Holdings Limited;

•approximately $550 million from Korea Gas Corporation (“KOGAS”);

•approximately $550 million from GAIL;

•approximately $450 million from Naturgy LNG GOM, Limited (formerly known as Gas Natural Fenosa LNG GOM, Limited) (“Naturgy”), which is guaranteed by Naturgy Energy Group, S.A. (formerly known as Gas Natural SDG S.A.); and

•approximately $310 million from Total Gas & Power North America, Inc. (“Total”), which is guaranteed by Total S.A.

The annual aggregate fixed fees for all of SPL’s other SPAs with third-parties is approximately $490 million, prior to giving effect to an SPA that Cheniere has committed to provide to SPL.

Natural Gas Transportation, Storage and Supply

To ensure SPL is able to transport adequate natural gas feedstock to the Sabine Pass LNG terminal, it has entered into transportation precedent and other agreements to secure firm pipeline transportation capacity with CTPL and third-party pipeline companies. SPL has entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the SPL Project. SPL has also entered into enabling agreements and long-term natural gas supply contracts with third parties in order to secure natural gas feedstock for the SPL Project. As of December 31, 2020, SPL had secured up to approximately 4,950 TBtu of natural gas feedstock through long-term and short-term natural gas supply contracts with remaining terms that range up to 10 years, a portion of which is subject to conditions precedent.

Construction

SPL entered into lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Trains 1 through 6 of the SPL Project, under which Bechtel charges a lump sum for all work

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performed and generally bears project cost, schedule and performance risks unless certain specified events occur, in which case Bechtel may cause SPL to enter into a change order, or SPL agrees with Bechtel to a change order.

The total contract price of the EPC contract for Train 6 of the SPL Project is approximately $2.5 billion, including estimated costs for the third marine berth that is currently under construction. As of December 31, 2020, we have incurred $1.9 billion under this contract.

Regasification Facilities

The Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d and aggregate LNG storage capacity of approximately 17 Bcfe. Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term third-party TUAs, under which SPLNG’s customers are required to pay fixed monthly fees, whether or not they use the LNG terminal.  Each of Total and Chevron U.S.A. Inc. (“Chevron”) has reserved approximately 1 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually, prior to inflation adjustments, for 20 years that commenced in 2009. Total S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions, and Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.

The remaining approximately 2 Bcf/d of capacity has been reserved under a TUA by SPL. SPL is obligated to make monthly capacity payments to SPLNG aggregating approximately $250 million annually, prior to inflation adjustments, continuing until at least May 2036. SPL entered into a partial TUA assignment agreement with Total, whereby upon substantial completion of Train 5 of the SPL Project, SPL gained access to substantially all of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Train 6. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA. During the years ended December 31, 2020, 2019 and 2018, SPL recorded $129 million, $104 million and $30 million, respectively, as operating and maintenance expense under this partial TUA assignment agreement.

Under each of these TUAs, SPLNG is entitled to retain 2% of the LNG delivered to the Sabine Pass LNG terminal.

Corpus Christi LNG Terminal

Liquefaction Facilities

We are currently operating two Trains and two marine berths at the CCL Project and commissioning one additional Train that is expected to be substantially completed in the first quarter of 2021. We have received authorization from the FERC to site, construct and operate Trains 1 through 3 of the CCL Project. We completed construction of Trains 1 and 2 of the CCL Project and commenced commercial operating activities in February 2019 and August 2019, respectively. The following table summarizes the project completion and construction status of Train 3 of the CCL Project, including the related infrastructure, as of December 31, 2020:

	CCL Train 3
Overall project completion percentage	99.6%
Completion percentage of:
Engineering	100.0%
Procurement	100.0%
Subcontract work	99.9%
Construction	99.0%
Expected date of substantial completion	1Q 2021

Separate from the CCH Group, we are also developing Corpus Christi Stage 3 through our subsidiary CCL Stage III, adjacent to the CCL Project. We received approval from FERC in November 2019 to site, construct and operate seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG.

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The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel from the Corpus Christi LNG terminal:

•CCL Project—FTA countries and non-FTA countries through December 31, 2050, up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas.

•Corpus Christi Stage 3—FTA countries and non-FTA countries through December 31, 2050 in an amount equivalent to 582.14 Bcf/yr (approximately 11 mtpa) of natural gas.

In December 2020, the DOE announced a new policy in which it would no longer issue short-term export authorizations separately from long-term authorizations. Accordingly, the DOE amended each of CCL’s long-term authorizations to include short-term export authority, and vacated the short-term orders.

An application was filed in September 2019 to authorize additional exports from the CCL Project to FTA countries for a 25-year term and to non-FTA countries for a 20-year term in an amount up to the equivalent of approximately 108 Bcf/yr of natural gas, for a total CCL Project export of 875.16 Bcf/yr. The terms of the authorizations are requested to commence on the date of first commercial export from the CCL Project of the volumes contemplated in the application. In April 2020, the DOE issued an order authorizing CCL to export to FTA countries related to this application, for which the term was subsequently extended through December 31, 2050, but has not yet issued an order authorizing CCL to export to non-FTA countries for the corresponding LNG volume. A corresponding application for authorization to increase the total LNG production capacity of the CCL Project from the currently authorized level to approximately 875.16 Bcf/yr was also submitted to the FERC and is currently pending.

Customers

CCL has entered into fixed price long-term SPAs generally with terms of 20 years (plus extension rights) and with a weighted average remaining contract length of approximately 19 years (plus extension rights) with nine third parties for Trains 1 through 3 of the CCL Project. Under these SPAs, the customers will purchase LNG from CCL on a free on board (“FOB”) basis for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveries under the SPAs as the fixed fee component of the price under our SPAs. We refer to the fee component that is applicable only in connection with LNG cargo deliveries as the variable fee component of the price under our SPAs. The variable fee under CCL’s SPAs entered into in connection with the development of the CCL Project was sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery for the applicable Train, as specified in each SPA.

In aggregate, the minimum annual fixed fee portion to be paid by the third-party SPA customers is approximately $1.4 billion for Trains 1 and 2 and increasing to approximately $1.8 billion following the substantial completion of Train 3 of the CCL Project.

The annual contracted cash flows from fixed fees of each buyer of LNG under CCL’s third-party SPAs that constitute more than 10% of CCL’s aggregate fixed fees under all its SPAs for Trains 1 through 3 of the CCL Project are:

•approximately $410 million from Endesa S.A.;

•approximately $280 million from PT Pertamina (Persero); and

•approximately $270 million from Naturgy, which is guaranteed by Naturgy Energy Group, S.A.

The annual aggregate contracted cash flow from fixed fees for all of CCL’s other SPAs with third-parties is approximately $790 million.

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In addition, Cheniere Marketing has agreements with CCL to purchase: (1) approximately 15 TBtu per annum of LNG with an approximate term of 23 years, (2) any LNG produced by CCL in excess of that required for other customers at Cheniere Marketing’s option and (3) approximately 44 TBtu of LNG with a term of up to seven years associated with the IPM gas supply agreement between CCL and EOG Resources, Inc. See Marketing section for additional information regarding agreements entered into by Cheniere Marketing.

Natural Gas Transportation, Storage and Supply

To ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline companies. CCL has entered into a firm storage services agreement with a third party to assist in managing variability in natural gas needs for the CCL Project. CCL has also entered into enabling agreements and long-term natural gas supply contracts with third parties, and will continue to enter into such agreements, in order to secure natural gas feedstock for the CCL Project. As of December 31, 2020, CCL had secured up to approximately 2,938 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to 10 years, a portion of which is subject to the achievement of certain project milestones and other conditions precedent.

CCL Stage III has also entered into long-term natural gas supply contracts with third parties, and anticipates continuing to enter into such agreements, in order to secure natural gas feedstock for Corpus Christi Stage 3. As of December 31, 2020, CCL Stage III had secured up to approximately 2,361 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to approximately 15 years, which is subject to the achievement of certain project milestones and other conditions precedent.

A portion of the natural gas feedstock transactions for CCL and CCL Stage III are IPM transactions, in which the natural gas producers are paid based on a global gas market price less a fixed liquefaction fee and certain costs incurred by us.

Construction

CCL entered into separate lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Trains 1 through 3 of the CCL Project under which Bechtel charges a lump sum for all work performed and generally bears project cost, schedule and performance risks unless certain specified events occur, in which case Bechtel may cause CCL to enter into a change order, or CCL agrees with Bechtel to a change order.

The total contract price of the EPC contract for Train 3, which is currently undergoing commissioning, is approximately $2.4 billion, reflecting amounts incurred under change orders through December 31, 2020. As of December 31, 2020, we have incurred $2.4 billion under this contract.

Final Investment Decision for Corpus Christi Stage 3

FID for Corpus Christi Stage 3 will be subject to, among other things, entering into an EPC contract, obtaining additional commercial support for the project and securing the necessary financing arrangements.

Pipeline Facilities

In November 2019, the FERC authorized CCP to construct and operate the pipeline for Corpus Christi Stage 3. The pipeline will be designed to transport 1.5 Bcf/d of natural gas feedstock required by Corpus Christi Stage 3 from the existing regional natural gas pipeline grid.

Marketing

We market and sell LNG produced by the Liquefaction Projects that is not required for other customers through our integrated marketing function. We have, and continue to develop, a portfolio of long-, medium- and short-term SPAs to transport and unload commercial LNG cargoes to locations worldwide. These volumes are expected to be primarily sourced by LNG produced by the Liquefaction Projects but supplemented by volumes procured from other locations worldwide, as needed. As of December 31, 2020, we have sold or have options to sell approximately 4,995 TBtu of LNG to be delivered to customers between 2021 and 2045, including volume from an SPA Cheniere Marketing has committed to provide to SPL.  The cargoes

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have been sold either on a FOB basis (delivered to the customer at the Sabine Pass LNG terminal or the Corpus Christi LNG terminal, as applicable) or a delivered at terminal (“DAT”) basis (delivered to the customer at their specified LNG receiving terminal). We have chartered LNG vessels to be utilized for cargoes sold on a DAT basis.

Significant Customers

The following table shows customers with revenues of 10% or greater of total revenues from external customers:

	Percentage of Total Revenues from External Customers
	Year Ended December 31,
	2020	2019	2018
BG and its affiliates	14%	16%	18%
Naturgy	12%	10%	14%
KOGAS	10%	11%	19%
GAIL	10%	11%	13%

Competition

If and when SPL, CCL or our integrated marketing function need to replace any existing SPA or enter into new SPAs, they will compete on the basis of price per contracted volume of LNG with each other and other natural gas liquefaction projects throughout the world. Revenues associated with any incremental volumes, including those sold by our integrated marketing function discussed above, will also be subject to market-based price competition. Many of the companies with which we compete are major energy corporations with longer operating histories, more development experience, greater name recognition, greater financial, technical and marketing resources and greater access to markets than us. We have proximity to our customers, with offices located in Houston, London, Singapore, Beijing and Tokyo.

SPLNG currently does not experience competition for its terminal capacity because the entire approximately 4 Bcf/d of regasification capacity that is available at the Sabine Pass LNG terminal has been fully contracted. If and when SPLNG has to replace any TUAs, it will compete with other then-existing LNG terminals for customers.

Governmental Regulation

Our LNG terminals and pipelines are subject to extensive regulation under federal, state and local statutes, rules, regulations and laws. These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintain applicable permits and other authorizations. These regulatory requirements increase the cost of construction and operation, and failure to comply with such laws could result in substantial penalties and/or loss of necessary authorizations.

Federal Energy Regulatory Commission

The design, construction, operation, maintenance and expansion of our liquefaction facilities, the import or export of LNG and the purchase and transportation of natural gas in interstate commerce through our pipelines (including our Creole Trail Pipeline and Corpus Christi Pipeline) are highly regulated activities subject to the jurisdiction of the FERC pursuant to the Natural Gas Act of 1938, as amended (the “NGA”). Under the NGA, the FERC’s jurisdiction generally extends to the transportation of natural gas in interstate commerce, to the sale for resale of natural gas in interstate commerce, to natural gas companies engaged in such transportation or sale and to the construction, operation, maintenance and expansion of LNG terminals and interstate natural gas pipelines.

 The FERC’s authority to regulate interstate natural gas pipelines and the services that they provide generally includes regulation of:

•rates and charges, and terms and conditions for natural gas transportation, storage and related services;

•the certification and construction of new facilities and modification of existing facilities;

•the extension and abandonment of services and facilities;

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•the administration of accounting and financial reporting regulations, including the maintenance of accounts and records;

•the acquisition and disposition of facilities;

•the initiation and discontinuation of services; and

•various other matters.

Under the NGA, our pipelines are not permitted to unduly discriminate or grant undue preference as to rates or the terms and conditions of service to any shipper, including its own marketing affiliate. Those rates, terms and conditions must be public, and on file with the FERC. In contrast to pipeline regulation, the FERC does not require LNG terminal owners to provide open-access services at cost-based or regulated rates. Although the provisions that codified FERC’s policy in this area expired on January 1, 2015, we see no indication that the FERC intends to change its policy in this area.

We are permitted to make sales of natural gas for resale in interstate commerce pursuant to a blanket marketing certificate automatically granted by the FERC to our marketing affiliates. Our sales of natural gas will be affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation.

In order to site, construct and operate our LNG terminals, we received and are required to maintain authorizations from the FERC under Section 3 of the NGA as well as other material governmental and regulatory approvals and permits. The Energy Policy Act of 2005 (the “EPAct”) amended Section 3 of the NGA to establish or clarify the FERC’s exclusive authority to approve or deny an application for the siting, construction, expansion or operation of LNG terminals, unless specifically provided otherwise in the EPAct, amendments to the NGA. For example, nothing in the EPAct amendments to the NGA were intended to affect otherwise applicable law related to any other federal agency’s authorities or responsibilities related to LNG terminals or those of a state acting under federal law.

The FERC issued final orders in April and July 2012 approving our application for an order under Section 3 of the NGA authorizing the siting, construction and operation of Trains 1 through 4 of the SPL Project (and related facilities). Subsequently, the FERC issued written approval to commence site preparation work for Trains 1 through 4. In October 2012, we applied to amend the FERC approval to reflect certain modifications to the SPL Project, and in August 2013, the FERC issued an order approving the modifications. In October 2013, we applied to further amend the FERC approval, requesting authorization to increase the total permitted LNG production capacity of Trains 1 through 4 from the then authorized 803 Bcf/yr to 1,006 Bcf/yr so as to more accurately reflect the estimated maximum LNG production capacity of Trains 1 through 4. In February 2014, the FERC issued an order approving the October 2013 application (the “February 2014 Order”). A party to the proceeding requested a rehearing of the February 2014 Order, and in September 2014, the FERC issued an order denying the rehearing request (the “FERC Order Denying Rehearing”). The party petitioned the U.S. Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”) to review the February 2014 Order and the FERC Order Denying Rehearing. The court denied the petition in June 2016. In September 2013, we filed an application with the FERC for authorization to add Trains 5 and 6 to the SPL Project, which was granted by the FERC in an order issued in April 2015 and an order denying rehearing issued in June 2015. These orders are not subject to appellate court review. In October of 2018, SPL applied to the FERC for authorization to add a third marine berth to the Sabine Pass LNG terminal facilities, which FERC approved in February of 2020.

The Creole Trail Pipeline, which interconnects with the Sabine Pass LNG terminal, holds a certificate of public convenience and necessity from the FERC under Section 7 of the NGA. The FERC’s approval under Section 7 of the NGA, as well as several other material governmental and regulatory approvals and permits, may be required prior to making any modifications to the Creole Trail Pipeline as it is a regulated, interstate natural gas pipeline. In 2013, the FERC approved CTPL’s application for authorization to construct, own, operate and maintain certain new facilities in order to enable bi-directional natural gas flow on the Creole Trail Pipeline system to allow for the delivery of up to 1,530,000 Dekatherms per day of feed gas to the Sabine Pass LNG terminal. In November 2013, CTPL received approval from the Louisiana Department of Environmental Quality (“LDEQ”) for the proposed modifications and, with subsequent final FERC clearance, construction was completed in 2015. In September 2013, we filed an application with the FERC for authorization to construct and operate an extension and expansion of Creole Trail Pipeline and related facilities in order to deliver additional domestic natural gas supplies to the Sabine Pass LNG terminal, which was granted by the FERC in an order issued in April 2015 and an order denying rehearing issued in June 2015. These orders are not subject to appellate court review.

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In December 2014, the FERC issued an order granting CCL authorization under Section 3 of the NGA to site, construct and operate Trains 1 through 3 of the CCL Project and issued a certificate of public convenience and necessity under Section 7(c) of the NGA authorizing construction and operation of the Corpus Christi Pipeline (the “December 2014 Order”). A party to the proceeding requested a rehearing of the December 2014 Order, and in May 2015, the FERC denied rehearing (the “Order Denying Rehearing”). The party petitioned the relevant Court of Appeals to review the December 2014 Order and the Order Denying Rehearing; that petition was denied on November 4, 2016. In June of 2018, CCL Stage III, CCL and Corpus Christi Pipeline filed an application with the FERC for authorization under Section 3 of the NGA to site, construct and operate additional facilities for the liquefaction and export of domestically-produced natural gas (“Corpus Christi Stage 3”) at the existing CCL Project and pipeline locations. In November 2019, the FERC authorized Corpus Christi Stage 3. Corpus Christi Stage 3 consists of the addition of seven midscale Trains and related facilities. The order is not subject to appellate court review. In 2020, FERC authorized Corpus Christi Pipeline to construct and operate a portion of Corpus Christi Stage 3 (Sinton Compressor Station Unit No. 1) on an interim basis independently from the remaining Corpus Christi Stage 3 facilities, which received FERC approval for in-service in December 2020.

On September 27, 2019, CCL and SPL filed a request with the FERC pursuant to Section 3 of the NGA, requesting authorization to increase the total LNG production capacity of each terminal from currently authorized levels to an amount which reflects more accurately the capacity of each facility based on enhancements during the engineering, design and construction process, as well as operational experience to date. The requested authorizations do not involve construction of new facilities. Corresponding applications for authorization to export the incremental volumes were also submitted to the DOE.

The FERC’s Standards of Conduct apply to interstate pipelines that conduct transmission transactions with an affiliate that engages in natural gas marketing functions. The general principles of the FERC Standards of Conduct are: (1) independent functioning, which requires transmission function employees to function independently of marketing function employees; (2) no-conduit rule, which prohibits passing transmission function information to marketing function employees; and (3) transparency, which imposes posting requirements to detect undue preference due to the improper disclosure of non-public transmission function information. We have established the required policies, procedures and training to comply with the FERC’s Standards of Conduct.

All of our FERC construction, operation, reporting, accounting and other regulated activities are subject to audit by the FERC, which may conduct routine or special inspections and issue data requests designed to ensure compliance with FERC rules, regulations, policies and procedures. The FERC’s jurisdiction under the NGA allows it to impose civil and criminal penalties for any violations of the NGA and any rules, regulations or orders of the FERC up to approximately $1.3 million per day per violation, including any conduct that violates the NGA’s prohibition against market manipulation.

Several other material governmental and regulatory approvals and permits will be required throughout the life of our LNG terminals and our pipelines. In addition, our FERC orders require us to comply with certain ongoing conditions, reporting obligations and maintain other regulatory agency approvals throughout the life of our facilities. For example, throughout the life of our LNG terminals and our pipelines, we are subject to regular reporting requirements to the FERC, the Department of Transportation’s (“DOT”) Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and applicable federal and state regulatory agencies regarding the operation and maintenance of our facilities. To date, we have been able to obtain and maintain required approvals as needed, and the need for these approvals and reporting obligations have not materially affected our construction or operations.

DOE Export Licenses

The DOE has authorized the export of domestically produced LNG by vessel from the Sabine Pass LNG terminal as discussed in Sabine Pass LNG Terminal—Liquefaction Facilities and the Corpus Christi LNG terminal as discussed in Corpus Christi LNG Terminal—Liquefaction Facilities. Although it is not expected to occur, the loss of an export authorization could be a force majeure event under our SPAs.

Under Section 3 of the NGA applications for exports of natural gas to FTA countries, which allow for national treatment for trade in natural gas, are “deemed to be consistent with the public interest” and shall be granted by the DOE without “modification or delay.” FTA countries currently recognized by the DOE for exports of LNG include Australia, Bahrain, Canada, Chile, Colombia, Dominican Republic, El Salvador, Guatemala, Honduras, Jordan, Mexico, Morocco, Nicaragua, Oman, Panama, Peru, Republic of Korea and Singapore. FTAs with Israel and Costa Rica do not require national treatment for trade in natural gas. Applications for export of LNG to non-FTA countries are considered by the DOE in a notice and comment

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proceeding whereby the public and other interveners are provided the opportunity to comment and may assert that such authorization would not be consistent with the public interest.

Pipeline and Hazardous Materials Safety Administration

Our LNG terminals as well as the Creole Trail Pipeline and the Corpus Christi Pipeline are subject to regulation by PHMSA. PHMSA is authorized by the applicable pipeline safety laws to establish minimum safety standards for certain pipelines and LNG facilities. The regulatory standards PHMSA has established are applicable to the design, installation, testing, construction, operation, maintenance and management of natural gas and hazardous liquid pipeline facilities and LNG facilities that affect interstate or foreign commerce. PHMSA has also established training, worker qualification and reporting requirements.

In October 2019, PHMSA published final rules revising its regulations governing the safety of certain gas transmission pipelines (effective July 1, 2020) and established new enforcement procedures for the issuance of temporary emergency orders (effective December 2, 2019).

PHMSA performs inspections of pipeline and LNG facilities and has authority to undertake enforcement actions, including issuance of civil penalties up to approximately $218,000 per day per violation, with a maximum administrative civil penalty of approximately $2 million for any related series of violations.

Other Governmental Permits, Approvals and Authorizations

Construction and operation of the Sabine Pass LNG terminal and the CCL Project require additional permits, orders, approvals and consultations to be issued by various federal and state agencies, including the DOT, U.S. Army Corps of Engineers (“USACE”), U.S. Department of Commerce, National Marine Fisheries Service, U.S. Department of the Interior, U.S. Fish and Wildlife Service (“FWS”), the U.S. Environmental Protection Agency (the “EPA”), U.S. Department of Homeland Security, the LDEQ, the Texas Commission on Environmental Quality (“TCEQ”) and the Railroad Commission of Texas (“RRC”).

The USACE issues its permits under the authority of the Clean Water Act (“CWA”) (Section 404) and the Rivers and Harbors Act (Section 10) (the “Section 10/404 Permit”). The EPA administers the Clean Air Act, and has delegated authority to the TCEQ and LDEQ to issue the Title V Operating Permit (the “Title V Permit”) and the Prevention of Significant Deterioration Permit (the “PSD Permit”). These two permits are issued by the LDEQ for the Sabine Pass LNG terminal and CTPL and by the TCEQ for the CCL Project.

Commodity Futures Trading Commission (“CFTC”)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended the Commodity Exchange Act to provide for federal regulation of the over-the-counter derivatives market and entities, such as us, that participate in those markets. Most of the regulations are already in effect, while other rules and regulations, including the new rules on speculative position limits that were finalized by the CFTC on October 15, 2020, are in the process of being phased in. The full impact of the CFTC’s position limits rules is not yet known and these rules could have significant impact on our business.

As required by provisions of the Dodd-Frank Act, the CFTC and federal banking regulators have adopted rules to require Swap Dealers (as defined in the Dodd-Frank Act), including those that are regulated financial institutions, to collect initial and/or variation margin with respect to uncleared swaps from their counterparties that are financial end users, registered swap dealers or major swap participants. These rules do not require collection of margin from non-financial-entity end users who qualify for the end user exception from the mandatory clearing requirement or from non-financial end users or certain other counterparties in certain instances. We qualify as a non-financial-entity end user with respect to the swaps that we enter into to hedge our commercial risks.

Pursuant to the Dodd-Frank Act, the CFTC has adopted additional anti-manipulation and anti-disruptive trading practices regulations that prohibit, among other things, manipulative, deceptive or fraudulent schemes or material misrepresentation in the futures, options, swaps and cash markets. In addition, separate from the Dodd-Frank Act, our use of futures and options on commodities is subject to the Commodity Exchange Act and CFTC regulations, as well as the rules of futures exchanges on

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which any of these instruments are executed. Should we violate any of these laws and regulations, we could be subject to a CFTC or an exchange enforcement action and material penalties, possibly resulting in changes in the rates we can charge.

United Kingdom /European Regulations

Our European Union (“EU”) trading activities, which are primarily established in the United Kingdom (“UK”), are subject to a number of EU-wide and UK specific laws and regulations, including but not limited to the European Market Infrastructure Regulation (“EMIR”), the Regulation on Wholesale Energy Market Integrity and Transparency (“REMIT”), the Markets in Financial Instruments Directive and Regulation (“MiFID II”), the Market Abuse Regulation (“MAR”), the UK’s Financial Services and Markets Act 2000 (“FSMA”) and Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (“RAO”). Each of these laws and regulations are and will be subject to changes arising as a result of Brexit. Further details of these are set out in the Brexit section below.

EMIR is an EU regulation (with text that is relevant across the European Economic Area (“EEA”)) designed to increase the transparency and stability of the EEA derivatives markets. REMIT is an EU regulation (with EEA relevance) that prohibits market manipulation and insider trading in European wholesale energy markets and imposes various transparency and other obligations on participants active in these markets. MiFID II consists of an EU directive, a regulation and a number of delegated acts, rules and guidance, that replaced the original 2004 Markets in Financial Instruments Directive. MiFID II (with relevance throughout the EEA), sets forth an EEA-wide financial services framework, including rules for firms engaging in investment services and activities in connection with certain financial instruments in the EEA. Firms engaging in such activities must be authorized unless an exemption applies.

We are eligible to trade on our own account in commodity derivatives as a result of the “ancillary activity” exemption under MiFID II. MAR was implemented to create an enhanced EU market abuse framework and applies to all financial instruments listed or traded on EU trading venues as well as other over-the-counter (“OTC”) financial instruments priced on, or impacting, the trading venue contract. FSMA governs the regulation of financial services and markets in the UK, and the RAO contains a definitive list of the specified kinds of activities and investments and products that are regulated. We currently qualify for exclusions/exemptions under both FSMA/RAO.

Any violation of the foregoing laws and regulations could result in investigations, possible fines and penalties, and in some scenarios, criminal offenses, as well as reputational damage.

Brexit

The UK withdrew from the EU (“Brexit”) on January 31, 2020, with the transition period ending as of January 1, 2021. A trade deal (the “Deal”) was agreed and ratified by both sides, avoiding a “no deal” Brexit. One area notably absent from the Deal was financial services. The UK and EU will work towards agreeing a memorandum of understanding (the “MoU”) on access to financial services by March 2021, although such an MoU would be less far-reaching than a legal text like an international treaty.

The issue of whether the UK's financial system will be granted “equivalence” by the EU (the scenario that would result in the least disruption and would treat compliance with UK rules as being equivalent to compliance with the corresponding EU rules) remains to be resolved. It should be noted that the UK will also have the right to declare whether EU financial services rules are “equivalent” to its own rules, and each sides' equivalence decision will be made unilaterally, and could be withdrawn unilaterally as well. In contrast, the EU has taken a more limited approach. This includes, in the context of EMIR, granting a finite equivalence decision for the UK's legal regime for central counterparties (“CCPs”) established in the UK until June 30, 2022. Furthermore, the EU has recognized the CCPs ICE Clear Europe Limited, LCH Limited and LME Clear Limited as third country CCPs, with the effect that they may continue to offer their services in the EU.

Additionally, there is no guarantee that any equivalence decision, if granted, will be comprehensive across all financial services. In the meantime, UK firms must comply with the UK's “onshored” versions of the core EU financial services rules, including MiFID II and EMIR.

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Environmental Regulation

Our LNG terminals are subject to various federal, state and local laws and regulations relating to the protection of the environment and natural resources. These environmental laws and regulations require significant expenditures for compliance, can affect the cost and output of operations and may impose substantial penalties for non-compliance and substantial liabilities for pollution. Many of these laws and regulations, such as those noted below, restrict or prohibit impacts to the environment or the types, quantities and concentration of substances that can be released into the environment and can lead to substantial administrative, civil and criminal fines and penalties for non-compliance.

Clean Air Act (“CAA”)

Our LNG terminals are subject to the federal CAA and comparable state and local laws. We may be required to incur certain capital expenditures over the next several years for air pollution control equipment in connection with maintaining or obtaining permits and approvals addressing air emission-related issues. We do not believe, however, that our operations, or the construction and operations of our liquefaction facilities, will be materially and adversely affected by any such requirements.

In 2009, the EPA promulgated and finalized the Mandatory Greenhouse Gas Reporting Rule requiring annual reporting of greenhouse gas (“GHG”) emissions from stationary sources in a variety of industries. In 2010, the EPA expanded the rule to include reporting obligations for LNG terminals. In addition, the EPA has defined GHG emissions thresholds that would subject GHG emissions from new and modified industrial sources to regulation if the source is subject to PSD Permit requirements due to its emissions of non-GHG criteria pollutants. While the EPA subsequently took a number of additional actions primarily relating to GHG emissions from the electric power generation and the oil and gas exploration and production industries, those rules were largely stayed or repealed during the Trump Administration including by amendments adopted by the EPA on February 23, 2018 and additional amendments to new source performance standards for the oil and gas industry on September 14 and 15, 2020. On January 20, 2021, President Biden issued an executive order directing the EPA to consider publishing for notice and comment a proposed rule suspending, revising, or rescinding the September 2020 rule, which could result in more stringent GHG emissions rulemaking. We are supportive of regulations reducing GHG emissions over time.

From time to time, Congress has considered proposed legislation directed at reducing GHG emissions. In addition, many states have already taken regulatory action to monitor and/or reduce emissions of GHGs, primarily through the development of GHG emission inventories or regional GHG cap and trade programs. It is not possible at this time to predict how future regulations or legislation may address GHG emissions and impact our business. However, future regulations and laws could result in increased compliance costs or additional operating restrictions and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Coastal Zone Management Act (“CZMA”)

The siting and construction of our LNG terminals within the coastal zone is subject to the requirements of the CZMA. The CZMA is administered by the states (in Louisiana, by the Department of Natural Resources, and in Texas, by the General Land Office). This program is implemented to ensure that impacts to coastal areas are consistent with the intent of the CZMA to manage the coastal areas.

Clean Water Act

Our LNG terminals are subject to the federal CWA and analogous state and local laws. The CWA imposes strict controls on the discharge of pollutants into the navigable waters of the United States, including discharges of wastewater and storm water runoff and fill/discharges into waters of the United States. Permits must be obtained prior to discharging pollutants into state and federal waters. The CWA is administered by the EPA, the USACE and by the states (in Louisiana, by the LDEQ, and in Texas, by the TCEQ).

Resource Conservation and Recovery Act (“RCRA”)

The federal RCRA and comparable state statutes govern the generation, handling and disposal of solid and hazardous wastes and require corrective action for releases into the environment. When such wastes are generated in connection with the operations of our facilities, we are subject to regulatory requirements affecting the handling, transportation, treatment, storage and disposal of such wastes.

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Protection of Species, Habitats and Wetlands

Various federal and state statutes, such as the Endangered Species Act (the “ESA”), the Migratory Bird Treaty Act (“MBTA”), the CWA and the Oil Pollution Act, prohibit certain activities that may adversely affect endangered or threatened animal, fish and plant species and/or their designated habitats, wetlands, or other natural resources. If one of our LNG terminals or pipelines adversely affects a protected species or its habitat, we may be required to develop and follow a plan to avoid those impacts. In that case, siting, construction or operation may be delayed or restricted and cause us to incur increased costs.

In August 2019, the FWS announced a series of changes to the rules implementing the ESA, including revisions to the regulations governing interagency cooperation, listing species and delisting critical habitat, and prohibitions related to threatened wildlife and plants, and in August and September 2020, the FWS proposed additional changes to its regulations for designating critical habitat. The revisions are intended to streamline these processes and create more flexibility for the FWS when making ESA-related decisions.

In addition, in January 2021, the FWS issued a final rule defining the scope of the MBTA to cover only actions intentionally directed at migratory birds, their nests or their eggs.

On January 20, 2021, President Biden issued an executive order directing the heads of all agencies to immediately review all regulatory actions taken between January 20, 2017 and January 20, 2021, including FWS regulations implementing the ESA and the MBTA and EPA regulations implementing the CWA and the Oil Pollution Act, which could result in stricter requirements with respect to endangered or threatened animal, fish and plant species and/or their designated habitats, migratory birds, wetlands or other natural resources.

It is not possible at this time to predict how future regulations or legislation may address protection of species, habitats and wetlands and impact our business. However, we do not believe that our operations, or the construction and operations of our liquefaction facilities, will be materially and adversely affected by such regulatory actions.

Market Factors

Our ability to enter into additional long-term SPAs to underpin the development of additional Trains, sale of LNG by Cheniere Marketing, or development of new projects is subject to market factors. These factors include changes in worldwide supply and demand for natural gas, LNG and substitute products, the relative prices for natural gas, crude oil and substitute products in North America and international markets, the rate of fuel switching for power generation from coal, nuclear or oil to natural gas and economic growth in developing countries. In addition, our ability to obtain additional funding to execute our business strategy is subject to the investment community’s appetite for investment in LNG and natural gas infrastructure and our ability to access capital markets.

We expect that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to oil and coal.  Players around the globe have shown commitments to environmental goals consistent with many policy initiatives that we believe are constructive for LNG demand and infrastructure growth. Currently, hundreds of billions of dollars are being invested across Europe and Asia in natural gas projects under construction, and if we included planned commitments, the total would exceed $1 trillion. Some examples include India’s commitment to invest over $60 billion to drive its gas-based economy, Europe’s commitment of well over $100 billion in gas-fired power, import terminals and pipelines, and China’s hundreds of billions all along the natural gas value chain. We highlight regasification capacity, which will not only expand existing import capacities in rapidly growing markets like China and India, but also add new import markets all over the globe, raising the total to approximately 60 by 2030 from 43 today and just 15 markets as recently as 2005.

As a result of these dynamics, global demand for natural gas is projected by the International Energy Agency to grow by approximately 21 trillion cubic feet (“Tcf”) between 2019 and 2030 and 42 Tcf between 2019 and 2040. LNG’s share is seen growing from about 12% in 2019 to about 16% of the global gas market in 2030 and 19% in 2040.  Wood Mackenzie Limited (“WoodMac”) forecasts that global demand for LNG will increase by approximately 56%, from approximately 347 mtpa, or 16.6 Tcf, in 2019, to approximately 541 mtpa, or 26.0 Tcf, in 2030 and to 723 mtpa or 34.7 Tcf in 2040. WoodMac also forecasts LNG production from existing operational facilities and new facilities already under construction will be able to supply the market with approximately 476 mtpa in 2030, declining to 381 mtpa in 2040. This will result in a market need for

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construction of an additional approximately 65 mtpa of LNG production by 2030 and about 343 mtpa by 2040.  As a cleaner burning fuel with far lower emissions than coal or liquid fuels in power generation, we expect gas and LNG to play a central role in balancing grids and contributing to a low carbon energy system globally. We believe the capital and operating costs of the uncommitted capacity of our Liquefaction Projects and Corpus Christi Stage 3 are competitive with new proposed projects globally and we are well-positioned to capture a portion of this incremental market need.

We have limited exposure to the decline in oil prices as we have contracted a significant portion of our LNG production capacity under long-term sale and purchase agreements. These agreements contain fixed fees that are required to be paid even if the customers elect to cancel or suspend delivery of LNG cargoes.  We have contracted approximately 85% of the total production capacity from the Liquefaction Projects on a term basis, with approximately 18 years of average remaining life as of December 31, 2020, which includes volumes contracted under SPAs in which the customers are required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, as well as volumes contracted under IPM gas supply agreements. As of January 31, 2021, U.S. natural gas prices indicate that LNG exported from the U.S. continues to be competitively priced, supporting the opportunity for U.S. LNG to fill uncontracted future demand through the execution of long-term and medium-term contracting of LNG from our terminals.

Subsidiaries

Our assets are generally held by our subsidiaries. We conduct most of our business through these subsidiaries, including the development, construction and operation of our LNG terminal business and the development and operation of our LNG and natural gas marketing business.

Human Capital Resources

We are in a unique position as the first U.S. LNG company in the lower 48. As the first mover, ensuring that we have an adequate supply of skilled employees has been a crucial part of our ability to grow and succeed. As a result, attracting, developing and retaining talent is key, especially as new competitors enter the industry in the coming years in need of the same talent we have recruited and developed.

Our strength lies within the collective expertise of our diverse workforce, living our core values of teamwork, respect, accountability, integrity, nimble and safety. Our employees help drive our success, build our reputation, establish our legacy and deliver on our commitments to our customers. Attracting the best and most diverse talent is a priority. To engage them, we offer fulfilling career opportunities. To keep them engaged, we continually listen to, train, develop and reward them. Our voluntary turnover was less than 4% for 2020.

As of January 31, 2021, we had 1,519 full-time employees with approximately 1,439 located in the U.S. and 80 located outside of the U.S (primarily in the UK).

Our Chief Human Resources Officer, along with senior leadership, are tasked with managing employment-related matters and initiatives including talent attraction and retention, rewards and remuneration, employee relations, employee engagement, diversity and inclusion, and training and development. We communicate progress on our human capital programs to our Board quarterly.  

Talent Attraction, Engagement and Retention

Talent Attraction

Through our recruitment efforts, we seek top diverse talent who will continue to drive our strong performance. We have a competitive offering that provides us with a solid pipeline of candidates. Internally and externally, we post openings to attract individuals with a range of backgrounds, skills and experience, offering employee bonuses for referring highly qualified candidates. In addition, we actively recruit at colleges and conduct information sessions at select universities including Historically Black Colleges and Universities (HBCUs) and Hispanic-Serving Institutions (HSIs).

We manage and measure organizational health with a view to gaining insight into employees’ experiences, levels of workplace satisfaction and feelings of engagement and inclusion with the company through biannual engagement surveys.

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Insights from the biannual survey are used to develop both company-wide and business unit level organizational and talent development plans and training programs.

We provide robust compensation and benefits programs to our employees. In addition to salaries, these programs (which vary by country) include annual bonuses, stock awards, a 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, employee assistance programs and tuition assistance.

Diversity and Inclusion

We are committed to providing a diverse culture where all employees can thrive and feel welcomed and valued. To create this environment, we are committed to equal employment opportunity and to compliance with all federal, state and local laws that prohibit workplace discrimination, harassment and unlawful retaliation. Both our discrimination and harassment and equal employment opportunity policies demonstrate our commitment to building an inclusive workplace, regardless of race, beliefs, nationality, gender and sexual orientation or any other status protected by our policy. Through our targeted recruitment efforts, we attract a variety of candidates with a diversity of backgrounds, skills, experience and expertise.

We encourage our employees to leverage their unique backgrounds through involvement in various employee resource groups. Groups such as WILS (Women Inspiring Leadership Success), EPN (Emerging Professional Network) and Cultural Champions Teams (CCTs) help build a culture of inclusion.

Development and Training

As the first exporter of LNG in the lower 48 of the US, we faced the unique challenge of developing our own LNG talent. Our apprenticeship program prepares local students for careers in LNG. This program combines classroom education with training and on-site learning experiences at our facilities.

We strive to provide our people with all of the tools and support necessary for them to succeed. We actively encourage our employees to take ownership of their careers and offer a number of resources to do so. Employees undergo annual performance reviews to ensure the ongoing development of their skills and expertise. To ensure safe, reliable and efficient operations in a highly regulated environment, we offer online and site-specific learning opportunities.

Employee Safety, Health and Wellness

The safety of our employees, contractors and communities is one of our core values. Our Cheniere Integrated Management System defines our required safety programs and details safety and health related procedures. Safety efforts are led by our Executive Safety Committee, which includes the CEO, senior leaders from across the company, and representatives from each of our operating assets. We focus our efforts on continuously improving our performance. For the year ended December 31, 2020, we achieved zero employee recordable injuries, and our total recordable incident rate (employees and contractors combined) was 0.17.

To support the well-being of our employees, we provide a wellness program that offers employees incentives to maintain an active lifestyle and set personal wellness goals. Incentives include online education related to health and nutrition as well as subsidies for fitness devices and gym memberships. We also offer mammography screenings, rooms for nursing mothers and biometric screenings on site.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes having employees work from home where possible, while implementing additional safety measures for employees continuing essential on-site work. We kept employees informed and connected through weekly messaging, mental health recorded seminars, manager toolkits and the launch of an internal campaign to ensure we are all listening and taking care of each other. We also provided the same level of resources, aid and support for weather-related disasters.

Available Information

Our common stock has been publicly traded since March 24, 2003 and is traded on the NYSE American under the symbol “LNG.” Our principal executive offices are located at 700 Milam Street, Suite 1900, Houston, Texas 77002, and our

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telephone number is (713) 375-5000. Our internet address is www.cheniere.com. We provide public access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC under the Exchange Act. These reports may be accessed free of charge through our internet website. We make our website content available for informational purposes only. The website should not be relied upon for investment purposes and is not incorporated by reference into this Form 10-K.

We will also make available to any stockholder, without charge, copies of our annual report on Form 10-K as filed with the SEC. For copies of this, or any other filing, please contact: Cheniere Energy, Inc., Investor Relations Department, 700 Milam Street Suite 1900, Houston, Texas 77002 or call (713) 375-5000. The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers.

Additionally, we encourage you to review our Corporate Responsibility Report (located on our internet site at www.cheniere.com), for more detailed information regarding our Human Capital programs and initiatives, as well as our response to environmental, social and governance (ESG) issues. Nothing on our website, including our Corporate Responsibility Report or sections thereof, shall be deemed incorporated by reference into this Annual Report.

ITEM 1A.    RISK FACTORS

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospects.

Risk Factor Summary

Each of the risk factors outlined below are discussed more fully following this summary:

Risks Relating to Our Financial Matters

Our operating results, cash flows and/or liquidity could be adversely affected by the following factors:

•Our existing level of cash resources and significant debt

•History of net losses and negative operating cash flow

•Dilution of our proportionate indirect interests in our assets, business operations and proposed projects from sale of equity or equity-related securities

•Stockholder dilution upon the conversion of our convertible notes

•Failure to perform by our customers under their long-term contracts with us

•Termination of our customer contracts under certain circumstances

•Restrictions in distributions under certain circumstances by our subsidiaries

•Restrictions in agreements governing us and our subsidiaries’ indebtedness

•Use of hedging arrangements

•Certain rules and regulations could adversely affect our ability to hedge risks

Risks Relating to Our LNG Terminal Operations and Commercialization

The operations of our LNG terminals, construction of the remaining or additional Trains and the commercialization of the LNG produced could be adversely affected by the following factors:

•Cost overruns and delays in construction, as well as difficulties in obtaining sufficient financing to pay for such costs and delays

•Our ability to obtain additional funding for additional Trains

•Hurricanes or other disasters

•Failure to obtain and maintain approvals and permits from governmental and regulatory agencies

•Delays in construction leading to reduced revenues or termination of one or more of the SPAs by our customers

•Dependency on Bechtel and other contractors

•Unavailability of third-party pipelines and other facilities interconnected to our pipelines and facilities to transport natural gas

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•Inability to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs

•Subjectivity to FERC regulation

•Pipeline safety integrity programs and repairs

•Reduction in the capacity of, or the allocations to, interconnecting third-party pipelines

•Loss of our right to situate our pipelines on property owned by third parties

•Inaccurate estimates for the future capacity ratings and performance capabilities of the Liquefaction Projects

•Failure by any significant customer to perform under agreements

•Inability to contract with customers to sell LNG produced in excess of quantities committed under third-party SPAs

Risks Relating to Our LNG Business in General

The operation or growth of our LNG business, including our customers, could be adversely affected by the following factors:

•Not constructing or operating all of our proposed or additional LNG facilities or Trains beyond those currently planned

•Cyclical or other changes in the demand for and price of LNG and natural gas

•Failure of imported or exported LNG to be a competitive source of energy for the United States or international markets

•Various economic and political factors

•Impediments to the transport of LNG, such as shortages of LNG vessels, or operational impacts on LNG shipping

•Security of firm pipeline transportation capacity on economic terms that is sufficient to meet our feed gas transportation requirements

•Competition based upon the international market price for LNG

•Terrorist attacks, cyber incidents or military campaigns

Risks Relating to Our Business in General

Our operations and business results could also be adversely affected by the following factors:

•COVID-19 global pandemic and volatility in the energy markets

•Outbreaks of infectious diseases, such as the outbreak of COVID-19, at one or more of our facilities

•Significant construction and operating hazards and uninsured risks

•Existing and future environmental and similar laws and governmental regulations

•Major health and safety incident relating to our business

•Increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel, including changes in our senior management or other key personnel

•Lack of diversification

•Impairments to goodwill or long-lived assets

•Success of our share repurchase program

•Fluctuation in the market price of our common stock

Risks Relating to Our Financial Matters

Our existing level of cash resources and significant debt could cause us to have inadequate liquidity and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

As of December 31, 2020, we had $1.6 billion of cash and cash equivalents, $449 million of current restricted cash, $1,126 million of available commitments under the $1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”), $372 million of available commitments under the $2.62 billion delayed draw term loan credit agreement (the “Cheniere Term Loan Facility”), $767 million of available commitments under the $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”), $750 million of available commitments under Cheniere Partners’ credit facilities, $787 million of available commitments under the $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”), and $31.5 billion of total debt outstanding on a consolidated basis (before unamortized premium, discount and debt issuance costs), excluding $0.8 billion aggregate outstanding letters of credit and noting that borrowings under certain of our credit facilities may be restricted. We incur, and will incur, significant interest expense relating to the assets at the Sabine Pass and Corpus Christi LNG terminals, and we anticipate needing to incur additional debt to finance the construction of Corpus Christi Stage 3. Our ability to fund our capital expenditures and refinance our indebtedness will depend on our ability to access additional project financing as well as the debt and equity capital markets. A variety of factors beyond our control could impact the availability or cost of capital, including domestic or international economic conditions, increases in

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key benchmark interest rates and/or credit spreads, the adoption of new or amended banking or capital market laws or regulations and the repricing of market risks and volatility in capital and financial markets. Our financing costs could increase or future borrowings or equity offerings may be unavailable to us or unsuccessful, which could cause us to be unable to pay or refinance our indebtedness or to fund our other liquidity needs. We also rely on borrowings under our credit facilities to fund our capital expenditures. If any of the lenders in the syndicates backing these facilities was unable to perform on its commitments, we may need to seek replacement financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms.

We have not always been profitable historically. We may not be able to achieve sustained profitability or generate positive operating cash flow in the future.

We had a net loss attributable to common stockholders of $85 million for the year ended December 31, 2020, as well as net losses attributable to common stockholders in prior years. In the future, we may incur operating losses and experience negative operating cash flow. We may not be able to reduce costs, increase revenues or reduce our debt service obligations sufficiently to maintain our cash resources, which could cause us to have inadequate liquidity to continue our business.

We will continue to incur significant capital and operating expenditures while we develop and construct the Liquefaction Projects, Corpus Christi Stage 3 and other projects. Any delays beyond the expected development period for these projects could cause operating losses and negative operating cash flows. Our future liquidity may also be affected by the timing of construction financing availability in relation to the incurrence of construction costs and other outflows and by the timing of receipt of cash flows under third-party agreements in relation to the incurrence of project and operating expenses. Moreover, many factors (including factors beyond our control) could result in a disparity between liquidity sources and cash needs, including factors such as construction delays and breaches of agreements. Our ability to generate any significant positive operating cash flow and achieve profitability in the future is dependent on our ability to successfully and timely complete and operate the applicable project.

We may sell equity or equity-related securities or assets, including equity interests in Cheniere Partners. Such sales could dilute our proportionate interests in our assets, business operations and proposed projects of Cheniere Partners or other subsidiaries, and could adversely affect the market price of our common stock.

We have historically pursued a number of alternatives in order to finance the construction of our Trains, including potential issuances and sales of additional equity or equity-related securities by our subsidiaries. Such sales, in one or more transactions, could dilute our proportionate indirect interests in our assets, business operations and proposed projects of Cheniere Partners, including the SPL Project, or in other subsidiaries or projects, including the CCL Project. In addition, such sales, or the anticipation of such sales, could adversely affect the market price of our common stock.

Our stockholders may experience dilution upon the conversion of our convertible notes.

In March 2015, we issued $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to certain investors through a registered direct offering. We have the option to satisfy the 2045 Cheniere Convertible Senior Notes conversion obligation with cash, common stock or a combination thereof. Prior to December 15, 2044, the 2045 Cheniere Convertible Senior Notes will be convertible upon the occurrence of certain conditions, and on and after such date they will become freely convertible. The 2045 Cheniere Convertible Senior Notes will become convertible into the common stock of Cheniere at an initial conversion price of $138.38 per share.

The conversion of some or all of the 2045 Cheniere Convertible Senior Notes into shares of our common stock will dilute the ownership percentages and voting power of our existing stockholders. Based on the initial conversion price, if we elect to satisfy the entire conversion obligation of the 2045 Cheniere Convertible Senior Notes with common stock, approximately 4.5 million shares of our common stock would be issued upon the conversion, assuming the notes are converted at maturity. Any sales in the public market of the shares issuable upon conversion of the 2045 Cheniere Convertible Senior Notes could adversely affect the prevailing market prices of our common stock. In addition, the existence of the 2045 Cheniere Convertible Senior Notes may encourage short selling by market participants because the conversion of the 2045 Cheniere Convertible Senior Notes could be used to satisfy short positions, or the anticipated conversion of the 2045 Cheniere Convertible Senior Notes into shares of our common stock could depress the price of our common stock.

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Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that we have entered into, and we could be materially and adversely affected if any significant customer fails to perform its contractual obligations for any reason.

Our future results and liquidity are substantially dependent upon performance by our customers to make payments under long-term contracts. As of December 31, 2020, SPL had SPAs with eight third-party customers, CCL had SPAs with nine third-party customers and our integrated marketing function had a limited number of SPAs with third-party customers. In addition, SPLNG had TUAs with two third-party customers. We are dependent on each customer’s continued willingness and ability to perform its obligations under its SPA or TUA. We are exposed to the credit risk of any guarantor of these customers’ obligations under their respective agreements in the event that we must seek recourse under a guaranty. As a result of the disruptions caused by the COVID-19 pandemic and the volatility in the energy markets, we believe we are exposed to heightened credit and performance risk of our customers. Additionally, some customers have indicated to us that COVID-19 has impacted their operations and/or may impact their operations in the future. Some of our SPA customers’ primary countries of business have experienced a significant number of COVID-19 cases and/or have been subject to government imposed lockdown or quarantine measures. Although we believe that impacts of the COVID-19 pandemic on LNG regasification facilities, downstream markets and broader energy demand do not constitute valid force majeure claims under our FOB LNG SPAs, if any significant customer fails to perform its obligations under its SPA or TUA, our business, contracts, financial condition, operating results, cash flow, liquidity and prospects could be materially and adversely affected, even if we were ultimately successful in seeking damages from that customer or its guarantor, if any, for a breach of the agreement.

Each of our customer contracts is subject to termination under certain circumstances.

Each of the SPAs contains various termination rights allowing our customers to terminate their SPAs, including, without limitation: (1) upon the occurrence of certain events of force majeure; (2) if we fail to make available specified scheduled cargo quantities; and (3) delays in the commencement of commercial operations. We may not be able to replace these SPAs on desirable terms, or at all, if they are terminated.

Each of SPLNG’s long-term TUAs contains various termination rights. For example, each customer may terminate its TUA if the Sabine Pass LNG terminal experiences a force majeure delay for longer than 18 months, fails to redeliver a specified amount of natural gas in accordance with the customer’s redelivery nominations or fails to accept and unload a specified number of the customer’s proposed LNG cargoes. SPLNG may not be able to replace these TUAs on desirable terms, or at all, if they are terminated.

Our subsidiaries may be restricted under the terms of their indebtedness from making distributions under certain circumstances, which may limit Cheniere Partners’ ability to pay or increase distributions to us or inhibit our access to cash flows from the CCL Project and could materially and adversely affect us.

The agreements governing our subsidiaries’ indebtedness restrict payments that our subsidiaries can make to Cheniere Partners or us in certain events and limit the indebtedness that our subsidiaries can incur. For example, SPL is restricted from making distributions under agreements governing its indebtedness generally until, among other requirements, deposits are made into debt service reserve accounts and a debt service coverage ratio of 1.25:1.00 is satisfied.

CCH is generally restricted from making distributions under agreements governing its indebtedness until, among other requirements, the completion of the construction of Trains 1 through 3 of the CCL Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25:1.00.

Our subsidiaries’ inability to pay distributions to Cheniere Partners or us or to incur additional indebtedness as a result of the foregoing restrictions in the agreements governing their indebtedness may inhibit Cheniere Partners’ ability to pay or increase distributions to us and its other unitholders or inhibit our access to cash flows from the CCL Project, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

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Restrictions in agreements governing us and our subsidiaries’ indebtedness may prevent us and our subsidiaries from engaging in certain beneficial transactions.

In addition to restrictions on the ability of us, Cheniere Partners, SPL and CCH to make distributions or incur additional indebtedness, the agreements governing our indebtedness also contain various other covenants that may prevent us from engaging in beneficial transactions, including limitations on our ability to:

•make certain investments;

•purchase, redeem or retire equity interests;

•issue preferred stock;

•sell or transfer assets;

•incur liens;

•enter into transactions with affiliates;

•consolidate, merge, sell or lease all or substantially all of our assets; and

•enter into sale and leaseback transactions.

Our use of hedging arrangements may adversely affect our future operating results or liquidity.

To reduce our exposure to fluctuations in (1) changing interest rates, (2) commodity-related marketing and price risks and (3) foreign exchange volatility, we enter into derivative financial instruments, including futures, swaps and option contracts. To the extent we hedge our exposure to commodity price, interest rate or foreign currency exchange rate exposures, we forego the benefits we would otherwise experience if commodity prices, interest rates or foreign currency exchange rates were to change favorably to our hedged position. Hedging arrangements could also expose us to risk of financial loss in some circumstances, including when:

•expected supply is less than the amount hedged or is otherwise imperfect;

•the counterparty to the hedging contract defaults on its contractual obligations; or

•there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received.

Our use of derivative financial instruments are recorded at fair value on our Consolidated Balance Sheets with changes in the fair value resulting from fluctuations in the underlying commodity prices or hedged item recognized in earnings, unless they satisfy criteria for, and we elect, the normal purchases and sales exception or hedge accounting treatment. All of our derivative financial instruments do not qualify for these exceptions from fair value reporting through earnings. As a result, our quarterly and annual results are subject to significant fluctuations caused by changes in fair value, including circumstances in which there is no underlying economic impact yet realized.

The use of derivatives also may require the posting of cash collateral with counterparties, which can impact working capital when commodity prices, interest rates or foreign currency exchange rates change.

The regulatory and other provisions of the Dodd-Frank Act and the rules adopted thereunder and other regulations, including EMIR and REMIT, could adversely affect our ability to hedge risks associated with our business and our operating results and cash flows.

The provisions of the Dodd-Frank Act and the rules adopted by the CFTC, the SEC and other federal regulators establishing federal regulation of the OTC derivatives market and entities like us that participate in that market may adversely affect our ability to manage certain of our risks on a cost effective basis. Such laws and regulations may also adversely affect our ability to execute our strategies with respect to hedging our exposure to variability in expected future cash flows attributable to the future sale of our LNG inventory and to price risk attributable to future purchases of natural gas to be utilized as fuel to operate our LNG terminals and to secure natural gas feedstock for our liquefaction facilities.

As required by the Dodd-Frank Act, the CFTC and federal banking regulators have adopted rules to require certain market participants to collect and post initial and/or variation margin with respect to uncleared swaps from their counterparties

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that are financial end users and certain registered swap dealers and major swap participants. Although we believe we will not be required to post margin with respect to any uncleared swaps we enter into in the future, were we required to post margin as to our uncleared swaps in the future, our cost of entering into and maintaining swaps would be increased. Our counterparties that are subject to the regulations imposing the Basel III capital requirements on them may increase the cost to us of entering into swaps with them or, although not required to collect margin from us under the margin rules, contractually require us to post collateral with them in connection with such swaps in order to offset their increased capital costs or to reduce their capital costs to maintain those swaps on their balance sheets.

European and UK-specific regulations, including but not limited to EMIR, MiFID II, REMIT, MAR, FSMA and RAO, govern our trading activities and our compliance with such laws may result in increased costs and risks to the business similar to the impacts stated above with respect to the Dodd-Frank Act. The increased costs may also have an adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. Further, any violation of the foregoing laws and regulations could result in investigations, and possible fines and penalties, and in some scenarios, criminal offenses.

Further, although a trade deal (the "Deal") has been reached between the UK and EU following Brexit, with the terms of this deal applying as on January 1, 2021, uncertainties remain. While the UK has implemented its own versions of many key EU rules mentioned above (known as 'onshoring'), the Deal was largely focused on goods, not services. Financial services will be negotiated separately, with an initial deadline for agreement set for March 2021. Depending on the terms of this agreement, and the extent to which the UK chooses to diverge from existing EU rules, mutual equivalence decisions could be granted by each side with the effect that compliance with either financial services regime is equivalent to compliance with the corresponding regime in the eyes of each jurisdictions' regulators. Until these issues are clarified, both sides have implemented temporary measures to avoid major disruption in areas like derivatives trading and clearing.

Risks Relating to Our LNG Terminal Operations and Commercialization

Cost overruns and delays in the completion of one or more Trains, as well as difficulties in obtaining sufficient financing to pay for such costs and delays, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

The actual construction costs of the Trains may be significantly higher than our current estimates as a result of many factors, including change orders under existing or future EPC contracts resulting from the occurrence of certain specified events that may give our EPC contractor the right to cause us to enter into change orders or resulting from changes with which we otherwise agree. We have already experienced increased costs due to change orders. As construction progresses, we may decide or be forced to submit change orders to our contractor that could result in longer construction periods, higher construction costs or both, including change orders to comply with existing or future environmental or other regulations.

The COVID-19 pandemic and the resulting actions taken by governmental and regulatory authorities to prevent the spread of COVID-19 may cause a slow-down in the construction of one or more Trains. Our EPC contractor has advised us of voluntary proactive measures it is taking to protect employees and to mitigate risks associated with COVID-19, however, it has not indicated that there will be any changes to the project cost or schedule and is still performing its obligations under its EPC contracts. While the construction of Trains is continuing, if there were a major outbreak of COVID-19 at any construction site or the implementation of restrictions by the government that prevented construction for an extended period, we could experience significant delays in the construction of one or more Trains.

Delays in the construction of one or more Trains beyond the estimated development periods, as well as change orders to our existing EPC contracts or any future EPC contract related to additional Trains, could increase the cost of completion beyond the amounts that we estimate, which could require us to obtain additional sources of financing to fund our operations until the applicable liquefaction project is fully constructed (which could cause further delays). Our ability to obtain financing that may be needed to provide additional funding to cover increased costs will depend, in part, on factors beyond our control. Accordingly, we may not be able to obtain financing on terms that are acceptable to us, or at all. Even if we are able to obtain financing, we may have to accept terms that are disadvantageous to us or that may have a material adverse effect on our current or future business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

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Our ability to complete development of additional Trains will be contingent on our ability to obtain additional funding. If we are unable to obtain sufficient funding, we may be unable to fully execute our business strategy.

We will require significant additional funding to be able to commence construction of additional Trains, which we may not be able to obtain at a cost that results in positive economics, or at all. The inability to achieve acceptable funding may cause a delay in the development of additional Trains, and we may not be able to complete our business plan. Even if we are able to obtain funding, the funding may be inadequate to cover any increases in costs or delays in completion of additional Trains, which may cause a delay in the receipt of revenues projected therefrom or cause a loss of one or more future customers in the event of significant delays. As a result, any significant construction delay, whatever the cause, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Hurricanes or other disasters could result in an interruption of our operations, a delay in the completion of our Liquefaction Projects, damage to our Liquefaction Projects and increased insurance costs, all of which could adversely affect us.

Hurricanes Katrina and Rita in 2005, Hurricane Ike in 2008, Hurricane Harvey in 2017 and Hurricanes Laura and Delta in 2020 caused temporary suspension in construction or operation of our Liquefaction Projects or caused minor damage to our Liquefaction Projects. In August 2020, SPL and CCL entered into an arrangement to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers from the other facility in the event operational conditions impact operations at either the Sabine Pass LNG terminal or the Corpus Christi terminal. During the year ended December 31, 2020, 17 TBtu was loaded at affiliate facilities pursuant to this agreement. Future storms and related storm activity and collateral effects, or other disasters such as explosions, fires, floods or accidents, could result in damage to, or interruption of operations at, the Sabine Pass LNG terminal, the Corpus Christi terminal or related infrastructure, as well as delays or cost increases in the construction and the development of the Liquefaction Projects, Corpus Christi Stage 3 or our other facilities and increase our insurance premiums. The U.S. Global Change Research Program has reported that the U.S.’s energy and transportation systems are expected to be increasingly disrupted by climate change and extreme weather events. An increase in frequency and severity of extreme weather events such as storms, floods, fires and rising sea levels could have an adverse effect on our operations.

Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities, the development and operation of our pipelines and the export of LNG could impede operations and construction and could have a material adverse effect on us.

The design, construction and operation of interstate natural gas pipelines, LNG terminals, including the Liquefaction Projects, Corpus Christi Stage 3 and other facilities, and the import and export of LNG and the purchase and transportation of natural gas, are highly regulated activities. Approvals of the FERC and DOE under Section 3 and Section 7 of the NGA, as well as several other material governmental and regulatory approvals and permits, including several under the CAA and the CWA, are required in order to construct and operate an LNG facility and an interstate natural gas pipeline and export LNG. Although the FERC has issued orders under Section 3 of the NGA authorizing the siting, construction and operation of the six Trains and related facilities of the SPL Project, the three Trains and related facilities of the CCL Project and the seven midscale Trains and related facilities for Corpus Christi Stage 3, as well as orders under Section 7 of the NGA authorizing the construction and operation of the Creole Trail Pipeline, the Corpus Christi Pipeline and the pipeline for Corpus Christi Stage 3, the FERC orders require us to comply with certain ongoing conditions and obtain certain additional approvals in conjunction with ongoing construction and operations of our liquefaction and pipeline facilities. We will be required to obtain similar approvals and permits with respect to any expansion or modification of our liquefaction and pipeline facilities. We cannot control the outcome of the regulatory review and approval processes. Certain of these governmental permits, approvals and authorizations are or may be subject to rehearing requests, appeals and other challenges.

Authorizations obtained from the FERC, DOE and other federal and state regulatory agencies also contain ongoing conditions, and additional approval and permit requirements may be imposed. We do not know whether or when any such approvals or permits can be obtained, or whether any existing or potential interventions or other actions by third parties will interfere with our ability to obtain and maintain such permits or approvals. If we are unable to obtain and maintain the necessary approvals and permits, including as a result of untimely notices or filings, we may not be able to recover our investment in our projects. Additionally, government disruptions, such as a U.S. government shutdown, may delay or halt our ability to obtain and maintain necessary approvals and permits. There is no assurance that we will obtain and maintain these governmental permits, approvals and authorizations, or that we will be able to obtain them on a timely basis, and failure to

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obtain and maintain any of these permits, approvals or authorizations could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Delays in the completion of one or more Trains could lead to reduced revenues or termination of one or more of the SPAs by our customers.

Any delay in completion of a Train could cause a delay in the receipt of revenues projected therefrom or cause a loss of one or more customers in the event of significant delays. In particular, each of our SPAs provides that the customer may terminate that SPA if the relevant Train does not timely commence commercial operations. As a result, any significant construction delay, whatever the cause, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We are dependent on Bechtel and other contractors for the successful completion of the Liquefaction Projects.

Timely and cost-effective completion of the Liquefaction Projects in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of Bechtel and our other contractors under their agreements. The ability of Bechtel and our other contractors to perform successfully under their agreements is dependent on a number of factors, including their ability to:

•design and engineer each Train to operate in accordance with specifications;

•engage and retain third-party subcontractors and procure equipment and supplies;

•respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;

•attract, develop and retain skilled personnel, including engineers;

•post required construction bonds and comply with the terms thereof;

•manage the construction process generally, including coordinating with other contractors and regulatory agencies; and

•maintain their own financial condition, including adequate working capital.

Although some agreements may provide for liquidated damages if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of the Liquefaction Projects, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment. The obligations of Bechtel and our other contractors to pay liquidated damages under their agreements are subject to caps on liability, as set forth therein.

Furthermore, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the cost of the Liquefaction Projects or result in a contractor’s unwillingness to perform further work on the Liquefaction Projects. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement for any reason or terminates its agreement, we would be required to engage a substitute contractor. This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

If third-party pipelines and other facilities interconnected to our pipelines and facilities are or become unavailable to transport natural gas, this could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We depend upon third-party pipelines and other facilities that provide gas delivery options to our liquefaction facilities and pipelines. If the construction of new or modified pipeline connections is not completed on schedule or any pipeline connection were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, our ability to meet our SPA obligations and continue shipping natural gas from producing regions or to end markets could be restricted, thereby reducing our revenues which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

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We may not be able to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs, which could have a material adverse effect on us.

Under the SPAs with our customers, we are required to make available to them a specified amount of LNG at specified times. However, we may not be able to purchase or receive physical delivery of sufficient quantities of natural gas to satisfy those obligations, which may provide affected SPA customers with the right to terminate their SPAs. Our failure to purchase or receive physical delivery of sufficient quantities of natural gas could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation.

Our interstate natural gas pipelines are subject to regulation by the FERC under the NGA and the Natural Gas Policy Act of 1978 (the “NGPA”). The FERC regulates the purchase and transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities. Under the NGA, the rates charged by our interstate natural gas pipelines must be just and reasonable, and we are prohibited from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service. If we fail to comply with all applicable statutes, rules, regulations and orders, our interstate pipelines could be subject to substantial penalties and fines.

In addition, as a natural gas market participant, should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines. Under the EPAct, the FERC has civil penalty authority under the NGA and the NGPA to impose penalties for current violations of up to $1.3 million per day for each violation.

Pipeline safety integrity programs and repairs may impose significant costs and liabilities on us.

The PHMSA requires pipeline operators to develop integrity management programs to comprehensively evaluate certain areas along their pipelines and to take additional measures to protect pipeline segments located in “high consequence areas” where a leak or rupture could potentially do the most harm. As an operator, we are required to:

•perform ongoing assessments of pipeline integrity;

•identify and characterize applicable threats to pipeline segments that could impact a “high consequence area”;

•improve data collection, integration and analysis;

•repair and remediate the pipeline as necessary; and

•implement preventative and mitigating actions.

We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures. Should we fail to comply with applicable statutes and the Office of Pipeline Safety’s rules and related regulations and orders, we could be subject to significant penalties and fines.

Any reduction in the capacity of, or the allocations to, interconnecting, third-party pipelines could cause a reduction of volumes transported in our pipelines, which would adversely affect our revenues and cash flow.

We are dependent upon third-party pipelines and other facilities to provide delivery options to and from our pipelines. If any pipeline connection were to become unavailable for volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, our ability to continue shipping natural gas to end markets could be restricted, thereby reducing our revenues. Any permanent interruption at any key pipeline interconnect which causes a material reduction in volumes transported on our pipelines could have a material adverse effect on our business, financial condition, operating results, cash flow, liquidity and prospects.

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Our business could be materially and adversely affected if we lose the right to situate our pipelines on property owned by third parties.

We do not own the land on which our pipelines are situated, and we are subject to the possibility of increased costs to retain necessary land use rights. If we were to lose these rights or be required to relocate our pipelines, our business could be materially and adversely affected.

We are relying on estimates for the future capacity ratings and performance capabilities of the Liquefaction Projects, and these estimates may prove to be inaccurate.

We are relying on third parties, principally Bechtel, for the design and engineering services underlying our estimates of the future capacity ratings and performance capabilities of the Liquefaction Projects. If any Train, when actually constructed, fails to have the capacity ratings and performance capabilities that we intend, our estimates may not be accurate. Failure of any of our Trains to achieve our intended capacity ratings and performance capabilities could prevent us from achieving the commercial start dates under our SPAs and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Any failure to perform by our counterparties under agreements may adversely affect our operating results, liquidity and access to financing.

Our integrated marketing function involves our entering into various purchase and sale, hedging and other transactions with numerous third parties (commonly referred to as “counterparties”). In such arrangements, we are exposed to the performance and credit risks of our counterparties, including the risk that one or more counterparties fails to perform its obligation to make deliveries of commodities and/or to make payments. These risks may increase during periods of commodity price volatility. Defaults by suppliers and other counterparties may adversely affect our operating results, liquidity and access to financing.

We may not be able to contract with customers to sell LNG produced in excess of the aggregate annual contract quantities committed to SPL’s and CCL’s third-party SPAs.

We expect to sell any LNG produced in excess of the aggregate annual contract quantity committed to SPL’s and CCL’s third-party SPAs through our integrated marketing function. We have, and continue to develop, a portfolio of long-, medium- and short-term SPAs to transport and unload commercial LNG cargoes to locations worldwide, which is primarily sourced by LNG produced by the Liquefaction Projects in excess of the contract quantities committed to SPL’s and CCL’s third party SPAs, supplemented by volume procured from other locations worldwide, as needed. Excess LNG from the Liquefaction Projects competes with other sources of LNG that are priced to indices other than Henry Hub, and any collapse in the spread between global LNG prices and the Henry Hub index could impact the ability of our integrated marketing function to profitably sell any such excess LNG. Failure to secure buyers for a sufficient amount of LNG could materially and adversely affect our operating results, cash flows and liquidity.

Risks Relating to Our LNG Business in General

We may not construct or operate all of our proposed LNG facilities or Trains or any additional LNG facilities or Trains beyond those currently planned, which could limit our growth prospects.

We may not construct some of our proposed LNG facilities or Trains, whether due to lack of commercial interest or inability to obtain financing or otherwise. Our ability to develop additional liquefaction facilities will also depend on the availability and pricing of LNG and natural gas in North America and other places around the world. Competitors may have longer operating histories, more development experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources and access to sources of natural gas and LNG than we do. If we are unable or unwilling to construct and operate additional LNG facilities, our prospects for growth will be limited.

Our cost estimates for Trains are subject to change as a result of cost overruns, change orders under existing or future construction contracts, changes in commodity prices (particularly nickel and steel), escalating labor costs and the potential need for additional funds to be expended to maintain construction schedules. In the event we experience cost overruns, delays or

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both, the amount of funding needed to complete a Train could exceed our available funds and result in our failure to complete such Train and thereby negatively impact our business and limit our growth prospects.

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our LNG business and the performance of our customers and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and prospects.

Our LNG business and the development of domestic LNG facilities and projects generally is based on assumptions about the future availability and price of natural gas and LNG, and the prospects for international natural gas and LNG markets. Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors:

•additions to competitive regasification capacity in North America, Europe, Asia and other markets, which could divert LNG from the Sabine Pass LNG terminal and the Corpus Christi LNG terminal;

•competitive liquefaction capacity in North America;

•insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide;

•insufficient LNG tanker capacity;

•weather conditions, including extreme weather events and temperature volatility resulting from climate change;

•reduced demand and lower prices for natural gas;

•increased natural gas production deliverable by pipelines, which could suppress demand for LNG;

•decreased oil and natural gas exploration activities which may decrease the production of natural gas, including as a result of any potential ban on production of natural gas through hydraulic fracturing;

•cost improvements that allow competitors to offer LNG regasification services or provide natural gas liquefaction capabilities at reduced prices;

•changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;

•changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;

•political conditions in natural gas producing regions;

•sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events;

•adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and

•cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.

Adverse trends or developments affecting any of these factors could result in decreases in the price of LNG and/or natural gas, which could materially and adversely affect the performance of our customers, and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and prospects.

Failure of imported or exported LNG to be a competitive source of energy for the United States or international markets could adversely affect our customers and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Operations of the Liquefaction Projects are dependent upon the ability of our SPA customers to deliver LNG supplies from the United States, which is primarily dependent upon LNG being a competitive source of energy internationally. The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from North America and delivered to international markets at a lower cost than the cost of alternative energy sources. Through the use of improved exploration technologies, additional sources of natural gas may be discovered

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outside the United States, which could increase the available supply of natural gas outside the United States and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets.

Although SPL has entered into arrangements to utilize up to approximately three-quarters of the regasification capacity at the Sabine Pass LNG terminal in connection with operations of the SPL Project, operations at the Sabine Pass LNG terminal are dependent, in part, upon the ability of our TUA customers to import LNG supplies into the United States, which is primarily dependent upon LNG being a competitive source of energy in North America. In North America, due mainly to a historically abundant supply of natural gas and discoveries of substantial quantities of unconventional, or shale, natural gas, imported LNG has not developed into a significant energy source. The success of the regasification services component of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be produced internationally and delivered to North America at a lower cost than the cost to produce some domestic supplies of natural gas, or other alternative energy sources. Through the use of improved exploration technologies, additional sources of natural gas have recently been and may continue to be discovered in North America, which could further increase the available supply of natural gas and could result in natural gas being available at a lower cost than imported LNG.

Political instability in foreign countries that import or export natural gas, or strained relations between such countries and the United States, may also impede the willingness or ability of LNG purchasers or suppliers and merchants in such countries to import or export LNG from or to the United States. Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction or regasification facilities in the United States.

In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. LNG from the Liquefaction Projects also competes with other sources of LNG, including LNG that is priced to indices other than Henry Hub. Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Projects in certain markets. The cost of LNG supplies from the United States, including the Liquefaction Projects, may also be impacted by an increase in natural gas prices in the United States.

As a result of these and other factors, LNG may not be a competitive source of energy in the United States or internationally. The failure of LNG to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our customers could adversely affect the ability of our customers to deliver LNG from the United States or to the United States on a commercial basis. Any significant impediment to the ability to deliver LNG to or from the United States generally, or to the Sabine Pass LNG terminal or the Corpus Christi LNG terminal or from the Liquefaction Projects specifically, could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Various economic and political factors could negatively affect the development, construction and operation of LNG facilities, including the Liquefaction Projects and expansion projects, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Commercial development of an LNG facility takes a number of years, requires a substantial capital investment and may be delayed by factors such as:

•increased construction costs;

•economic downturns, increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;

•decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;

•the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;

•political unrest or local community resistance to the siting of LNG facilities due to safety, environmental or security concerns; and

•any significant explosion, spill or similar incident involving an LNG facility or LNG vessel.

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There may be impediments to the transport of LNG, such as shortages of LNG vessels worldwide or operational impacts on LNG shipping, including maritime transportation routes, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

The construction and delivery of LNG vessels require significant capital and long construction lead times. Additionally, the availability of LNG vessels and transportation costs could be impacted to the detriment of our business and our customers because of:

•an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards;

•shortages of or delays in the receipt of necessary construction materials;

•political or economic disturbances;

•changes in governmental regulations or maritime self-regulatory organizations;

•work stoppages or other labor disturbances;

•bankruptcy or other financial crisis of shipbuilders or shipowners;

•quality or engineering problems;

•disruptions to maritime transportation routes; and

•weather interference or a catastrophic event, such as a major earthquake, tsunami or fire.

We may not be able to secure firm pipeline transportation capacity on economic terms that is sufficient to meet our feed gas transportation requirements, which could have a material adverse effect on us.

We have contracted for firm capacity for our natural gas feedstock transportation requirements for the Liquefaction Projects and for Corpus Christi Stage 3.  If and when we need to replace one or more of our existing agreements with these interconnecting pipelines, we may not be able to do so on commercially reasonable terms or at all, which could impair our ability to fulfill our obligations under certain of our SPAs and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We face competition based upon the international market price for LNG.

Our Liquefaction Projects are subject to the risk of LNG price competition at times when we need to replace any existing SPA, whether due to natural expiration, default or otherwise, or enter into new SPAs. Factors relating to competition may prevent us from entering into a new or replacement SPA on economically comparable terms as existing SPAs, or at all. Such an event could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. Factors which may negatively affect potential demand for LNG from our Liquefaction Projects are diverse and include, among others:

•increases in worldwide LNG production capacity and availability of LNG for market supply;

•increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply;

•increases in the cost to supply natural gas feedstock to our Liquefaction Projects;

•decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel;

•decreases in the price of non-U.S. LNG, including decreases in price as a result of contracts indexed to lower oil prices;

•increases in capacity and utilization of nuclear power and related facilities; and

•displacement of LNG by pipeline natural gas or alternate fuels in locations where access to these energy sources is not currently available.

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Terrorist attacks, cyber incidents or military campaigns may adversely impact our business.

A terrorist attack, cyber incident or military incident involving an LNG facility, our infrastructure or an LNG vessel may result in delays in, or cancellation of, construction of new LNG facilities, including one or more of the Trains, which would increase our costs and decrease our cash flows. A terrorist incident or cyber incident may also result in temporary or permanent closure of our existing facilities, which could increase our costs and decrease our cash flows, depending on the duration and timing of the closure. Our operations could also become subject to increased governmental scrutiny that may result in additional security measures at a significant incremental cost to us. In addition, the threat of terrorism and the impact of military campaigns may lead to continued volatility in prices for natural gas that could adversely affect our business and our customers, including their ability to satisfy their obligations to us under our commercial agreements. Instability in the financial markets as a result of terrorism, cyber incidents or war could also materially adversely affect our ability to raise capital. The continuation of these developments may subject our construction and our operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Risks Relating to Our Business in General

The COVID-19 global pandemic and volatility in the energy markets may materially and adversely affect our business, financial condition, operating results, cash flow, liquidity and prospects.

The COVID-19 global pandemic has resulted in significant disruption globally. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 have restricted travel, business operations, and the overall level of individual movement and in-person interaction across the globe. Additionally, recent disputes over production levels between members of the Organization of Petroleum Exporting Countries and other oil producing countries have resulted in increased volatility in oil and natural gas prices.

The extent, duration and magnitude of the COVID-19 pandemic’s effects will depend on future developments, all of which are highly uncertain and difficult to predict, including the impact of the pandemic on global and regional economies, travel, and economic activity, as well as actions taken by governments, businesses and individuals in response to the pandemic or any future resurgence. These developments include the impact of the COVID-19 pandemic on unemployment rates, the demand for oil and natural gas, levels of consumer confidence and the post-pandemic pace of recovery.

Many uncertainties remain with respect to the COVID-19 pandemic, and we continue to monitor the rapidly evolving situation. The COVID-19 pandemic alone or coupled with continued volatility in the energy markets may materially and adversely affect our business, financial condition, operating results, cash flow, liquidity and prospects or have the effect of heightening many of the other risks described herein. The extent to which our business, contracts, financial condition, operating results, cash flow, liquidity and prospects are affected by the COVID-19 global pandemic or volatility in the energy markets will depend on various factors beyond our control and are highly uncertain, including the duration and scope of the outbreak, decreased demand for LNG and the resulting economic effects of the COVID-19 global pandemic.

Outbreaks of infectious diseases, such as the outbreak of COVID-19, at one or more of our facilities could adversely affect our operations.

Federal, state and local governments have enacted various measures to try to contain the outbreak of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. Our facilities at the Sabine Pass LNG terminal and Corpus Christi LNG terminal are critical infrastructure and have continued to operate during the outbreak, which means that we must keep our employees who operate our facilities safe and minimize unnecessary risk of exposure to the virus. In response, we have taken extra precautionary measures to protect the continued safety and welfare of our employees who continue to work at our facilities and have modified certain business and workforce practices, such as implementing work from home policies where appropriate, but there can be no assurances that these measures will prevent any outbreak. Furthermore, the measures taken to prevent an outbreak at our facilities have resulted in increased costs and it is unclear how long such increased costs will continue to be incurred. If a large number of our employees in those critical facilities were to contract COVID-19 at the same time, our operations could be adversely affected.

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We are subject to significant construction and operating hazards and uninsured risks, one or more of which may create significant liabilities and losses for us.

The construction and operation of our LNG terminals and our pipelines are, and will be, subject to the inherent risks associated with these types of operations, including explosions, breakdowns or failures of equipment, operational errors by vessel or tug operators, pollution, release of toxic substances, fires, hurricanes and adverse weather conditions and other hazards, each of which could result in significant delays in commencement or interruptions of operations and/or in damage to or destruction of our facilities or damage to persons and property. In addition, our operations and the facilities and vessels of third parties on which our operations are dependent face possible risks associated with acts of aggression or terrorism.

We do not, nor do we intend to, maintain insurance against all of these risks and losses. We may not be able to maintain desired or required insurance in the future at rates that we consider reasonable. The occurrence of a significant event not fully insured or indemnified against could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Existing and future environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Our business is and will be subject to extensive federal, state and local laws, rules and regulations applicable to our construction and operation activities relating to, among other things, air quality, water quality, waste management, natural resources and health and safety. Many of these laws and regulations, such as the CAA, the Oil Pollution Act, the CWA and the RCRA, and analogous state laws and regulations, restrict or prohibit the types, quantities and concentration of substances that can be released into the environment in connection with the construction and operation of our facilities, and require us to maintain permits and provide governmental authorities with access to our facilities for inspection and reports related to our compliance. In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminals and pipelines, including FERC and PHMSA, to issue compliance orders, which may restrict or limit operations or increase compliance or operating costs. Violation of these laws and regulations could lead to substantial liabilities, compliance orders, fines and penalties or to capital expenditures that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. Federal and state laws impose liability, without regard to fault or the lawfulness of the original conduct, for the release of certain types or quantities of hazardous substances into the environment. As the owner and operator of our facilities, we could be liable for the costs of cleaning up hazardous substances released into the environment at or from our facilities and for resulting damage to natural resources.

In 2009, the EPA promulgated and finalized the Mandatory Greenhouse Gas Reporting Rule requiring annual reporting of GHG emissions from stationary sources in a variety of industries. In 2010, the EPA expanded the rule to include reporting obligations for LNG terminals. In addition, the EPA has defined GHG emissions thresholds that would subject GHG emissions from new and modified industrial sources to regulation if the source is subject to PSD Permit requirements due to its emissions of non-GHG criteria pollutants. While the EPA subsequently took a number of additional actions primarily relating to GHG emissions from the electric power generation and the oil and gas exploration and production industries, those rules were largely stayed or repealed during the Trump Administration including by amendments adopted by the EPA on February 23, 2018 and additional amendments to new source performance standards for the oil and gas industry on September 14 and 15, 2020. On January 20, 2021, President Biden issued an executive order directing the EPA to consider publishing for notice and comment a proposed rule suspending, revising, or rescinding the September 2020 rule, which could result in more stringent GHG emissions rulemaking. In addition, other federal and state initiatives may be considered in the future to address GHG emissions through, for example, United States treaty commitments, direct regulation, market-based regulations such as a carbon emissions tax or cap-and-trade programs or clean energy standards. Such initiatives could affect the demand for or cost of natural gas, which we consume at our terminals, or could increase compliance costs for our operations. We are supportive of regulations reducing GHG emissions over time.

Other future legislation and regulations, such as those relating to the transportation and security of LNG imported to or exported from our terminals or climate policies of destination countries in relation to their obligations under the Paris Agreement or other national climate change-related policies, could cause additional expenditures, restrictions and delays in our business and to our proposed construction activities, the extent of which cannot be predicted and which may require us to limit substantially, delay or cease operations in some circumstances. Revised, reinterpreted or additional laws and regulations that

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result in increased compliance costs or additional operating or construction costs and restrictions could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damages.

Health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in personal harm or injury, penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a significant health and safety incident is likely to be costly in terms of potential liabilities. Such a failure could generate public concern and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies and local communities, which in turn could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We may experience increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel could adversely affect us. In addition, changes in our senior management or other key personnel could affect our business results.

We are dependent upon the available labor pool of skilled employees. We compete with other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our facilities and pipelines and to provide our customers with the highest quality service. Our affiliates who hire personnel on our behalf are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions. A shortage in the labor pool of skilled workers or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for us to attract and retain qualified personnel and could require an increase in the wage and benefits packages that we offer, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We depend on our executive officers for various activities. We do not maintain key person life insurance policies on any of our personnel. Although we have arrangements relating to compensation and benefits with certain of our executive officers, we do not have any employment contracts or other agreements with key personnel other than our employment agreement with our President and Chief Executive Officer binding them to provide services for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business.

Our lack of diversification could have an adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Substantially all of our anticipated revenue in 2021 will be dependent upon our two facilities, the Sabine Pass LNG terminal located in southern Louisiana and the Corpus Christi LNG terminal in Texas. Due to our lack of asset and geographic diversification, an adverse development at the Sabine Pass LNG terminal or the Corpus Christi LNG terminal, including the related pipelines, or in the LNG industry, would have a significantly greater impact on our financial condition and operating results than if we maintained more diverse assets and operating areas.

We may incur impairments to goodwill or long-lived assets.

We test our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We test goodwill for impairment annually during the fourth quarter, or more frequently as circumstances dictate. Significant negative industry or economic trends, including a significant decline in the market price of our common stock, reduced estimates of future cash flows for our business or disruptions to our business could lead to an impairment charge of our long-lived assets, including goodwill. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely heavily on projections of future operating performance. Projections of future operating results and cash flows may vary significantly from results. In addition, if our analysis results in an impairment to our goodwill or long-lived assets, we may be required to record a charge to earnings in our Consolidated Financial Statements during a period in which such impairment is determined to exist, which may negatively impact our operating results.

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We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.

In June 2019, our Board authorized a three-year, $1 billion share repurchase program and as of December 31, 2020, up to $596 million remains available for repurchase. Our share repurchase program does not obligate us to acquire any particular amount of common stock. Our share repurchase program may be modified, suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate in the future. Our stockholders could lose all or part of their investment.

The market price of our common stock has historically experienced and may continue to experience volatility. For example, during the three-year period ended December 31, 2020, the market price of our common stock ranged between $27.06 and $71.03. Such fluctuations may continue as a result of a variety of factors, some of which are beyond our control, including:

•domestic and worldwide supply of and demand for natural gas and corresponding fluctuations in the price of natural gas;

•fluctuations in our quarterly or annual financial results or those of other companies in our industry;

•issuance of additional equity securities which causes further dilution to stockholders;

•sales of a high volume of shares of our common stock by our stockholders;

•operating and stock price performance of companies that investors deem comparable to us;

•events affecting other companies that the market deems comparable to us;

•changes in government regulation or proposals applicable to us;

•actual or potential non-performance by any customer or a counterparty under any agreement;

•announcements made by us or our competitors of significant contracts;

•changes in accounting standards, policies, guidance, interpretations or principles;

•general conditions in the industries in which we operate;

•general economic conditions;

•the failure of securities analysts to cover our common stock or changes in financial or other estimates by analysts;

•changes in investor sentiment regarding the energy industry and fossil fuels; and

•other factors described in these “Risk Factors.”

In addition, the United States securities markets have experienced significant price and volume fluctuations. These fluctuations have often been unrelated to the operating performance of companies in these markets. Market fluctuations and broad market, economic and industry factors may negatively affect the price of our common stock, regardless of our operating performance. If we were to be the object of securities class litigation as a result of volatility in our common stock price or for other reasons, it could result in substantial diversion of our management’s attention and resources, which could negatively affect our financial results.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 3. LEGAL PROCEEDINGS

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters.

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LDEQ Matter

Certain of our subsidiaries are in discussions with the LDEQ to resolve self-reported deviations arising from operation of the Sabine Pass LNG terminal and the commissioning of the SPL Project, and relating to certain requirements under its Title V Permit. The matter involves deviations self-reported to LDEQ pursuant to the Title V Permit and covering the time period from January 1, 2012 through March 25, 2016. On April 11, 2016, certain of our subsidiaries received a Consolidated Compliance Order and Notice of Potential Penalty (the “Compliance Order”) from LDEQ covering deviations self-reported during that time period. Certain of our subsidiaries continue to work with LDEQ to resolve the matters identified in the Compliance Order. We do not expect that any ultimate sanction will have a material adverse impact on our financial results.

PHMSA Matter

In February 2018, the PHMSA issued a Corrective Action Order (the “CAO”) to SPL in connection with a minor LNG leak from one tank and minor vapor release from a second tank at the Sabine Pass LNG terminal. These two tanks have been taken out of operational service while we conduct analysis, repair and remediation. On April 20, 2018, SPL and PHMSA executed a Consent Agreement and Order (the “Consent Order”) that replaces and supersedes the CAO. On July 9, 2019, PHMSA and FERC issued a joint letter setting out operating conditions required to be met prior to SPL returning the tanks to service. We continue to coordinate with PHMSA and FERC to address the matters relating to the February 2018 leak, including repair approach and related analysis. We do not expect that the Consent Order and related analysis, repair and remediation will have a material adverse impact on our financial results or operations.

ITEM 4.    MINE SAFETY DISCLOSURE

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information, Holders and Dividends

Our common stock has traded on the NYSE American under the symbol “LNG” since March 24, 2003. As of February 19, 2021, we had 254 million shares of common stock outstanding held by 91 record owners.

We have never paid a cash dividend on our common stock. Any future change in our dividend policy will be made at the discretion of our Board of Directors (our “Board”) in light of our financial condition, capital requirements, earnings, prospects and any restrictions under any financing agreements, as well as other factors our Board deems relevant.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes stock repurchases for the three months ended December 31, 2020:

Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as a Part of Publicly Announced Plans	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans (3)
October 1 - 31, 2020	4,726	$48.20	—	$595,952,809
November 1 - 30, 2020	1,925	$49.16	—	$595,952,809
December 1 - 31, 2020	1,891	$56.74	—	$595,952,809
Total	8,542	$50.31	—

(1)Includes issued shares surrendered to us by participants in our share-based compensation plans for payment of applicable tax withholdings on the vesting of share-based compensation awards. Associated shares surrendered by participants are repurchased pursuant to terms of the plan and award agreements and not as part of the publicly announced share repurchase plan.

(2)The price paid per share was based on the average trading price of our common stock on the dates on which we repurchased the shares.

(3)On June 3, 2019, we announced that our Board authorized a 3-year, $1 billion share repurchase program. For additional information, see Note 19—Share Repurchase Program.

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Total Stockholder Return

The following is a customized peer group consisting of 17 companies (the “New Peer Group”) that were selected because they are publicly traded companies that have: (1) comparable Global Industries Classification Standards, (2) similar market capitalization, (3) similar enterprise values and (4) similar operating characteristics and capital intensity:

New Peer Group
Air Products and Chemicals, Inc. (APD)	Marathon Petroleum Corporation (MPC)
Baker Hughes Company (BKR)	Occidental Petroleum Corporation (OXY)
ConocoPhillips (COP)	ONEOK, Inc. (OKE)
Enterprise Products Partners L.P. (EPD)	Phillips 66 (PSX)
EOG Resources, Inc. (EOG)	Suncor Energy Inc. (SU)
Halliburton Company (HAL)	Targa Resources Corp. (TRGP)
Hess Corporation (HES)	Valero Energy Corporation (VLO)
Kinder Morgan, Inc. (KMI)	The Williams Companies, Inc. (WMB)
LyondellBasell Industries N.V. (LYB)

The New Peer Group companies were revised during 2020 to (1) focus on companies of more comparable size based on relative enterprise value and assets, (2) distribute more evenly the sub-industry representation across oil and gas sectors (i.e., fewer upstream companies) and (3) remove companies that were acquired, left the industry or that did not offer adequate business comparisons for us. Our previous peer group consisted of 27 companies (the “Old Peer Group”), which included, in addition to the 17 companies in the New Peer Group, the following companies: Apache Corporation (APA), Concho Resources Inc. (CXO), Continental Resources, Inc. (CLR), Devon Energy Corporation (DVN), Diamondback Energy, Inc. (FANG), Freeport-McMoRan Inc. (FCX), Marathon Oil Corporation (MRO), Noble Energy, Inc. (NBL), Pioneer Natural Resources Company (PXD) and Schlumberger Limited (SLB).

The following graph compares the five-year total return on our common stock, the S&P 500 Index, the New Peer Group and the Old Peer Group. The graph was constructed on the assumption that $100 was invested in our common stock, the S&P 500 Index, the New Peer Group and the Old Peer Group on December 31, 2015 and that any dividends were fully reinvested.

Company / Index	2015		2016		2017		2018		2019		2020
Cheniere Energy, Inc.	$	100.00	$	111.22	$	144.54	$	158.90	$	163.95	$	161.15
S&P 500 Index	100.00		111.95		136.38		130.39		171.44		202.96
New Peer Group	100.00		137.20		146.83		126.67		154.65		114.12
Old Peer Group	100.00		142.95		149.23		118.31		138.48		102.62

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ITEM 6.    SELECTED FINANCIAL DATA

Selected financial data set forth below are derived from our audited Consolidated Financial Statements for the periods indicated (in millions, except per share data). The financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the accompanying notes thereto included elsewhere in this report.

	Year Ended December 31,
	2020		2019		2018		2017		2016
Consolidated Statement of Operations Data:
Revenues	$	9,358	$	9,730	$	7,987	$	5,601	$	1,283
Income (loss) from operations	2,631		2,361		2,024		1,388		(30)
Interest expense, net of capitalized interest	(1,525)		(1,432)		(875)		(747)		(488)
Net income (loss)	501		1,232		1,200		563		(665)
Net income (loss) attributable to common stockholders	(85)		648		471		(393)		(610)
Common Stock Data:
Net income (loss) per share attributable to common stockholders—basic	$	(0.34)	$	2.53	$	1.92	$	(1.68)	$	(2.67)
Net income (loss) per share attributable to common stockholders—diluted	$	(0.34)	$	2.51	$	1.90	$	(1.68)	$	(2.67)
Weighted average number of common shares outstanding—basic	252.4		256.2		245.6		233.1		228.8
Weighted average number of common shares outstanding—diluted	252.4		258.1		248.0		233.1		228.8

	December 31,
	2020		2019		2018		2017		2016
Consolidated Balance Sheet Data:
Property, plant and equipment, net	$	30,421	$	29,673	$	27,245	$	23,978	$	20,635
Total assets	35,697		35,492		31,987		27,906		23,703
Current debt, net	372		—		239		—		247
Long-term debt, net	30,471		30,774		28,179		25,336		21,688

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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. Our discussion and analysis includes the following subjects: 

•Overview of Business 

•Overview of Significant Events 

•Impact of COVID-19 and Market Environment

•Results of Operations 

•Liquidity and Capital Resources

•Contractual Obligations

•Off-Balance Sheet Arrangements  

•Summary of Critical Accounting Estimates 

•Recent Accounting Standards

Overview of Business

Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers. We own and operate the Sabine Pass LNG terminal in Louisiana, one of the largest LNG production facilities in the world, through our ownership interest in and management agreements with Cheniere Partners, which is a publicly traded limited partnership that we created in 2007. As of December 31, 2020, we owned 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners. We also own and operate the Corpus Christi LNG terminal in Texas, which is wholly owned by us.

The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners, through its subsidiary SPL, is currently operating five natural gas liquefaction Trains and is constructing one additional Train that is expected to be substantially completed in the second half of 2022, for a total production capacity of approximately 30 mtpa of LNG (the “SPL Project”) at the Sabine Pass LNG terminal. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ subsidiary, SPLNG, that include pre-existing infrastructure of five LNG storage tanks with aggregate capacity of approximately 17 Bcfe, two existing marine berths and one under construction that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4 Bcf/d. Cheniere Partners also owns a 94-mile pipeline through its subsidiary, CTPL, that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines.

We also own the Corpus Christi LNG terminal near Corpus Christi, Texas, and are currently operating two Trains and one additional Train is undergoing commissioning for a total production capacity of approximately 15 mtpa of LNG. Additionally, we are operating a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Trains, the “CCL Project”) through our subsidiaries CCL and CCP, respectively. The CCL Project, once fully constructed, will contain three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters.

We have contracted approximately 85% of the total production capacity from the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) on a term basis, with approximately 18 years of average remaining life as of December 31, 2020. This includes volumes contracted under SPAs in which the customers are required to pay a fixed fee with

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respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, as well as volumes contracted under integrated production marketing (“IPM”) gas supply agreements.

Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project (“Corpus Christi Stage 3”) through our subsidiary CCL Stage III for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG. We received approval from FERC in November 2019 to site, construct and operate the expansion project.

We remain focused on operational excellence and customer satisfaction. Increasing demand of LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We hold significant land positions at both the Sabine Pass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we can make a final investment decision (“FID”).

Overview of Significant Events

Our significant events since January 1, 2020 and through the filing date of this Form 10-K include the following:

Operational

•As of February 19, 2021, approximately 1,425 cumulative LNG cargoes totaling over 95 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.

•In December 2020, CCL commenced shipment of LNG commissioning cargoes from Train 3 of the CCL Project.

Financial

•We completed the following financing transactions:

◦In February 2021, SPL entered into a note purchase agreement for the sale of approximately $147 million aggregate principal amount of 2.95% Senior Secured Notes due 2037 (the “2.95% SPL 2037 Senior Secured Notes”) on a private placement basis. The 2.95% SPL 2037 Senior Secured Notes are expected to be issued in December 2021, and the net proceeds are expected to be used to refinance a portion of SPL’s outstanding Senior Secured Notes due 2022. The 2.95% SPL 2037 Senior Secured Notes will be fully amortizing, with a weighted average life of over 10 years.

◦In September 2020, we issued an aggregate principal amount of $2.0 billion of 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”). The net proceeds were used to prepay approximately $2.0 billion of outstanding indebtedness of the Cheniere Term Loan Facility.

◦In August 2020, CCH issued an aggregate principal amount of approximately $769 million of 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”). The net proceeds of these notes were used to repay a portion of the outstanding borrowings under CCH’s amended and restated credit facility (“CCH Credit Facility”), pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions.

◦In June 2020, we entered into the Cheniere Term Loan Facility with original commitments of $2.62 billion, which in July 2020 was subsequently increased to $2.695 billion. In July 2020, borrowings under the Cheniere Term Loan Facility were used to (1) redeem the remaining outstanding principal amount of the 11% Convertible Senior Secured Notes due 2025 (the “2025 CCH HoldCo II Convertible Senior Notes”), subsequent to the $300 million redemption in March 2020, pursuant to the amended and restated note purchase agreement for the 2025 CCH HoldCo II Convertible Senior Notes which allowed CCH HoldCo II to redeem the outstanding notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 4.875% Convertible Unsecured Notes due 2021 (the “2021 Cheniere Convertible Unsecured Notes”) at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The remaining available commitments under the Cheniere Term Loan Facility of $372 million are expected to be used to repay and/or repurchase a portion of

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the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses.

◦In May 2020, SPL issued an aggregate principal amount of $2.0 billion of 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”). Net proceeds of the offering, along with available cash, were used to redeem all of SPL’s outstanding 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”).

◦In March 2020, SPL entered into a $1.2 billion Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “2020 SPL Working Capital Facility”), which refinanced its previous working capital facility, reduced the interest rate and extended the maturity date to March 2025.

•During the year ended December 31, 2020, in line with our previously announced capital allocation priorities, with available cash, we: (1) prepaid $200 million of the borrowings made during the year under the $2.695 billion delayed draw term loan credit agreement (the “Cheniere Term Loan Facility”) and (2) redeemed $300 million of the 2025 CCH HoldCo II Convertible Senior Notes.

•In December 2020, we loaded and shipped the first two LNG cargoes under the 25-year SPA with CPC Corporation, Taiwan, which were delivered in January 2021.

•In May 2020, the date of first commercial delivery was reached under the 20-year SPAs with PT Pertamina (Persero), Naturgy LNG GOM, Limited, Woodside Energy Trading Singapore Pte Ltd, Iberdrola Generación España, S.A.U. (assigned by Iberdrola, S.A.) and Électricité de France, S.A. relating to Train 2 of the CCL Project.

•In February 2021, Fitch Ratings upgraded the outlook of SPL’s senior secured notes rating to positive from stable.

Impact of COVID-19 and Market Environment

The LNG business environment in 2020 was impacted by the coronavirus pandemic and its economic ramifications. Lockdown measures across the globe reduced economic activity and resulted in lower energy needs throughout most of the year. However, LNG demand proved relatively resilient as compared to other hydrocarbons, showing an annual gain of approximately 1.4%, or 5 MT, to 364 MT in 2020. While the economic recovery in Asia, and particularly in China, lifted LNG demand in the second half of the year, uncertainty about the pandemic’s track remains the primary near-term risk to LNG trade. A slow return towards normal is expected to occur in the coming months, depending on the speed of vaccine rollout within regions, vaccine effectiveness against mutations and the speed and shape of economic recovery across the LNG importing nations. The continued improvements in global economic indicators seen in the fourth quarter is encouraging especially in China, which represents one of the key countries for LNG demand growth.

In the fourth quarter of 2020, natural gas and LNG spot prices significantly increased in line with the increase in economic activity and with seasonal norms. After falling to all-time lows in the second quarter, global LNG price benchmarks have made an impressive climb and exited the year at the highest levels since March 2019. As an example, the Dutch Title Transfer Facility (“TTF”), a virtual trading point for natural gas in the Netherlands, settled December at $5.08/MMBtu, $3.94/MMBtu higher than its June 2020 settlement. Similarly, the Japan Korea Marker (“JKM”), an LNG benchmark price assessment for spot physical cargoes delivered ex-ship into certain key markets in Asia, settled December at $6.90/MMBtu, which is $4.84/MMBtu higher than its all-time low July 2020 settlement. Record-low winter temperatures, supply outages and transportation bottlenecks contributed to drive JKM prices up to all-time highs by mid-January 2021. In a projection published in July 2020, IHS Markit estimated LNG demand to reach 383 MT in 2021, implying a return to higher growth in 2021.

We have limited exposure to the fluctuations in oil and LNG spot prices as we have contracted a significant portion of our LNG production capacity under long-term sale and purchase agreements linked to a Henry Hub price. For this reason, we do not expect price fluctuations to have a material impact on our forecasted financial results for 2021.

The number of LNG cargoes for which customers notified us that they would not take delivery has reduced from this summer, a sign that the market is continuing to adjust and rebalance toward equilibrium. We do not expect these events to have a material adverse impact on our forecasted financial results for 2021, due to the highly contracted nature of our business and the fact that customers continue to be obligated to pay fixed fees for cargoes with respect to which they have exercised their contractual right to cancel. As such, during the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the

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customers. We experienced decreased revenues during the year ended December 31, 2020 associated with LNG cargoes that were scheduled for delivery for which customers notified us that they would not take delivery of such cargoes.

In addition, in response to the COVID-19 pandemic, we have modified certain business and workforce practices to protect the safety and welfare of our employees who continue to work at our facilities and offices worldwide, as well as implemented certain mitigation efforts to ensure business continuity. In March 2020, we began consulting with a medical advisor, and implemented social distancing through revised shift schedules, work from home policies and designated remote work locations where appropriate, restricted non-essential business travel and began requiring self-screening for employees and contractors. In April 2020, we began providing temporary housing for our workforce for our facilities, implemented temperature testing, incorporated medical and social workers to support employees, implemented prior self-isolation and screening for temporary housing and implemented marine operations with zero contact during loading activities. These measures have resulted in increased costs. While response measures continue to evolve and in most cases have moderated or ceased, we expect to incur incremental operating costs associated with business continuity and protection of our workforce until the risks associated with the pandemic diminish. We have incurred approximately $69 million of such costs during the year ended December 31, 2020.

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Results of Operations

The following charts summarize the number of Trains that were in operation during the years ended December 31, 2020, 2019 and 2018 and total revenues and total LNG volumes loaded from our Liquefaction Projects (including both operational and commissioning volumes) for the respective periods:

The following table summarizes the volumes of operational and commissioning LNG cargoes that were loaded from the Liquefaction Projects, which were recognized on our Consolidated Financial Statements during the year ended December 31, 2020:

	Year Ended December 31, 2020
(in TBtu)	Operational	Commissioning
Volumes loaded during the current period	1,378	6
Volumes loaded during the prior period but recognized during the current period	33	—
Less: volumes loaded during the current period and in transit at the end of the period	(26)	(3)
Total volumes recognized in the current period	1,385	3

Our consolidated net loss attributable to common stockholders was $85 million, or $0.34 per share (basic and diluted), for the year ended December 31, 2020, compared to net income attributable to common stockholders of $648 million, or $2.53 per share—basic and $2.51 per share—diluted, in the year ended December 31, 2019. This $733 million decrease in net income attributable to common stockholders in 2020 was primarily attributable to increases in: (1) losses from commodity derivatives

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to secure natural gas feedstock for the Liquefaction Projects, (2) income tax provision, (3) losses on modification or extinguishment of debt, (4) operating and maintenance expense, (5) depreciation and amortization expense, (6) interest rate derivative losses and (7) interest expense, net of capitalized interest. This loss was partially offset by increased gross margins primarily due to additional LNG volume available to be sold from additional Trains that have reached substantial completion between the periods, a portion of which the customers elected not to take delivery but were required to pay a fixed fee with respect to the contracted volumes.

Our consolidated net income attributable to common stockholders was $471 million, or $1.92 per share—basic and $1.90 per share—diluted, in the year ended December 31, 2018. This $177 million increase in net income in 2019 compared to 2018 was primarily attributable to (1) increased gross margins due to increased volume of LNG sold partially offset by decreased pricing on LNG, (2) increased tax benefit from the release of a significant portion of the valuation allowance previously recorded against our deferred tax assets, (3) increased LNG revenues as a result of derivative gains on commodity derivatives and (4) decreased net income attributable to non-controlling interest, which were partially offset by an increase in (1) interest expense, net of amounts capitalized, (2) operating and maintenance expense, (3) derivative losses, net, associated with our interest rate derivatives, (4) depreciation and amortization expense and (5) losses on equity method investments.

We enter into derivative instruments to manage our exposure to (1) changing interest rates, (2) commodity-related marketing and price risks and (3) foreign exchange volatility. Derivative instruments are reported at fair value on our Consolidated Financial Statements. In some cases, the underlying transactions economically hedged receive accrual accounting treatment, whereby revenues and expenses are recognized only upon delivery, receipt or realization of the underlying transaction. Because the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, use of derivative instruments may increase the volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors.

Revenues

	Year Ended December 31,
(in millions)	2020		2019		Change		2018		Change
LNG revenues	$	8,924	$	9,246	$	(322)	$	7,572	$	1,674
Regasification revenues	269		266		3		261		5
Other revenues	165		218		(53)		154		64
Total revenues	$	9,358	$	9,730	$	(372)	$	7,987	$	1,743

2020 vs. 2019 and 2019 vs. 2018

Total revenues decreased during the year ended December 31, 2020 from the comparable period in 2019, primarily as a result of decreased revenues recognized by our integrated marketing function due to the recent downturn in the energy market and the absence of variable fees for cargoes in which customers notified us they would not take delivery. During the year ended December 31, 2020, we recognized $969 million in revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. The increase in revenue attributable to LNG volume sold during the year ended December 31, 2019 from the comparable period in 2018 was due to increased volume of LNG sold following the achievement of substantial completion of Trains between the years, partially offset by decreased LNG revenues per MMBtu, which was primarily affected by market prices realized for volumes sold by our integrated marketing function. We expect our LNG revenues to increase in the future upon Train 3 of the CCL Project and Train 6 of the SPL Project becoming operational.

Prior to substantial completion of a Train, amounts received from the sale of commissioning cargoes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train. During the years ended years ended December 31, 2020, 2019 and 2018, we realized offsets to LNG terminal costs of $19 million, $301 million and $140 million, corresponding to 3 TBtu, 51 TBtu and 17 TBtu, respectively, that were related to the sale of commissioning cargoes from the Liquefaction Projects.

Also included in LNG revenues are sale of unutilized natural gas procured for the liquefaction process, gains and losses from derivative instruments, which include the realized value associated with a portion of derivative instruments that settle through physical delivery, and revenues from arrangements in which we financially settled previously-scheduled LNG cargo

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sales without physical delivery. We recognized revenues of $436 million, $693 million and $163 million during the years ended December 31, 2020, 2019 and 2018, respectively, related to these transactions.

The following table presents the components of LNG revenues and the corresponding LNG volumes sold:

	Year Ended December 31,
	2020		2019		2018
LNG revenues (in millions):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)	$	6,303	$	6,342	$	4,762
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements	802		1,943		1,902
LNG procured from third parties	414		268		745
LNG revenues associated with cargoes not delivered per customer notification (2)	969		—		—
Other revenues and derivative gains	436		693		163
Total LNG revenues	$	8,924	$	9,246	$	7,572
Volumes delivered as LNG revenues (in TBtu):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)	1,158		1,090		761
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements	227		368		212
LNG procured from third parties	103		40		84
Total volumes delivered as LNG revenues	1,488		1,498		1,057

(1)     Long-term agreements include agreements with an initial tenure of 12 months or more.

(2)    LNG revenues include revenues with no corresponding volumes due to revenues attributable to LNG cargoes for which customers notified us that they would not take delivery.

Operating costs and expenses

	Year Ended December 31,
(in millions)	2020		2019		Change		2018		Change
Cost of sales	$	4,161	$	5,079	$	(918)	$	4,597	$	482
Operating and maintenance expense	1,320		1,154		166		613		541
Development expense	6		9		(3)		7		2
Selling, general and administrative expense	302		310		(8)		289		21
Depreciation and amortization expense	932		794		138		449		345
Impairment expense and loss on disposal of assets	6		23		(17)		8		15
Total operating costs and expenses	$	6,727	$	7,369	$	(642)	$	5,963	$	1,406

2020 vs. 2019 and 2019 vs. 2018

Our total operating costs and expenses decreased during the year ended December 31, 2020 from the year ended December 31, 2019, primarily as a result of decreased cost of sales, partially offset by increased operating and maintenance expense and depreciation and amortization expense from additional operating Trains between the periods. Our total operating costs and expenses increased during the year ended December 31, 2019 from the year ended December 31, 2018 primarily as a result of the increase in operating Trains between each of the periods, and further due to increased third-party service and maintenance costs from turnaround and related activities at the SPL Project.

Cost of sales includes costs incurred directly for the production and delivery of LNG from the Liquefaction Projects, to the extent those costs are not utilized for the commissioning process. Cost of sales decreased during the year ended December 31, 2020 from the comparable 2019 period, primarily due to decreased pricing of natural gas feedstock between the periods and decreased vessel charter costs. Partially offsetting this decrease was decreased fair value of commodity derivatives to secure natural gas feedstock for the Liquefaction Projects due to unfavorable shifts in long-term forward prices relative to our hedged position and increases in costs associated with sale of unutilized natural gas procured for the liquefaction process and a portion of derivative instruments that settle through physical delivery. Cost of sales increased during the year ended December 31, 2019 from the year ended December 31, 2018 due to increased volume of natural gas feedstock partially offset by decreased

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pricing and increased vessel charter costs. Partially offsetting this increase was increased derivative gains from an increase in fair value of the derivatives associated with economic hedges to secure natural gas feedstock for the Liquefaction Projects, primarily due to a favorable shift in long-term forward prices. Cost of sales also includes port and canal fees, variable transportation and storage costs and the sale of natural gas procured for the liquefaction process and other costs to convert natural gas into LNG.

Operating and maintenance expense primarily includes costs associated with operating and maintaining the Liquefaction Projects. During the year ended December 31, 2020, operating and maintenance expense also included costs incurred in response to the COVID-19 pandemic, as further described above in Impact of COVID-19 and Market Environment. Excluding the costs incurred in response to the COVID-19 pandemic, operating and maintenance expense (including affiliates) increased during the year ended December 31, 2020 from the comparable period in 2019, primarily due to increased natural gas transportation and storage capacity demand charges, increased TUA reservation charges due to Total Gas & Power North America, Inc. (“Total”) under the partial TUA assignment agreement and increased payroll and benefit costs from increased headcount from additional Trains operating at the Liquefaction Projects between the periods. The increase during the year ended December 31, 2019 from the comparable period in 2018 was primarily related to: (1) increased natural gas transportation and storage capacity demand charges from operating Train 5 of the SPL Project and Trains 1 and 2 of the CCL Project following the respective substantial completions, (2) increased cost of turnaround and related activities at the SPL Project, (3) increased TUA reservation charges paid to Total from payments under the partial TUA assignment agreement and (4) increased payroll and benefit costs from increased headcount to operate Train 5 of the SPL Project and Trains 1 and 2 of the CCL Project. Operating and maintenance expense also includes insurance and regulatory and other operating costs.

Depreciation and amortization expense increased during each of the years ended December 31, 2020 and 2019 as a result of an increased number of operational Trains, as the related assets began depreciating upon reaching substantial completion.

Impairment expense and loss on disposal of assets decreased during the year ended December 31, 2020 compared to the year ended December 31, 2019 and increased during the year ended December 31, 2019 compared to the year ended December 31, 2018. The higher impairment expense and loss on disposal of assets recognized during the year ended December 31, 2019 was primarily related to the write down of assets used in non-core operations outside of our liquefaction activities, including losses from uncollectible notes receivable.

We expect our operating costs and expenses to generally increase in the future upon Train 3 of the CCL Project and Train 6 of the SPL Project achieving substantial completion, although we expect certain costs will not proportionally increase with the number of operational Trains as cost efficiencies will be realized.

Other income (expense)

	Year Ended December 31,
(in millions)	2020		2019		Change		2018		Change
Interest expense, net of capitalized interest	$	1,525	$	1,432	$	93	$	875	$	557
Loss on modification or extinguishment of debt	217		55		162		27		28
Interest rate derivative loss (gain), net	233		134		99		(57)		191
Other expense (income), net	112		25		87		(48)		73
Total other expense	$	2,087	$	1,646	$	441	$	797	$	849

2020 vs. 2019 and 2019 vs. 2018

Interest expense, net of capitalized interest, increased during the year ended December 31, 2020 from the comparable 2019 and 2018 periods as a result of a decrease in the portion of total interest costs that is eligible for capitalization as additional Trains of the Liquefaction Projects completed construction between the periods. During the years ended December 31, 2020, 2019 and 2018, we incurred $1.8 billion, $1.8 billion and $1.7 billion of total interest cost, respectively, of which we capitalized $248 million, $414 million and $803 million, respectively, which was primarily related to interest costs incurred for the construction of the Liquefaction Projects.

Loss on modification or extinguishment of debt increased during the year ended December 31, 2020 from the comparable periods in 2019 and 2018. The loss on modification or extinguishment of debt in each of the years included the incurrence of fees paid to lenders, third party fees and write off of unamortized debt issuance costs recognized upon the redemption and repurchase of convertible senior notes, refinancing our credit facilities with senior notes, refinancing of senior

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notes, prepayment of the outstanding indebtedness of our term loan facility and paydown of our credit facilities as part of the capital allocation framework.

Interest rate derivative loss, net increased during the year ended December 31, 2020 compared to the comparable 2019 and 2018 periods, primarily due to an unfavorable shift in the long-term forward LIBOR curve between the periods.

Other expense, net increased during the year ended December 31, 2020 from the comparable periods in 2019 and 2018, due to an impairment loss recognized related to our equity method investments. During the year ended December 31, 2020, we recognized other-than-temporary impairment losses of $129 million related to our investment in Midship Holdings, LLC (“Midship Holdings”) which was precipitated primarily due to declining market conditions in the energy industry and customer credit risk, resulting in a reduction in the fair value of our equity interests. We recognized losses of $87 million during the year ended December 31, 2019 related to our investments in certain equity method investees, including Midship Holdings. Impairments were primarily the result of cost overruns and extended construction timelines for operating infrastructure of our investees’ projects, resulting in a reduction of the expected fair value of our equity interests. In each of the years, these impairment losses were partially offset by interest income earned on our cash and cash equivalents.

Income tax benefit (provision)

	Year Ended December 31,
(in millions)	2020			2019			Change		2018			Change
Income before income taxes and non-controlling interest	$	544		$	715		$	(171)	$	1,227		$	(512)
Income tax benefit (provision)	(43)			517			(560)		(27)			544
Effective tax rate	7.9		%	(72.3)		%			2.2		%

2020 vs. 2019 and 2019 vs. 2018

The effective tax rate of 7.9% for the year ended December 31, 2020 was lower than the 21% federal statutory tax rate primarily due to income allocated to non-controlling interest that is not taxable to Cheniere. The effective tax rate of (72.3)% for the year ended December 31, 2019 was primarily attributable to a one-time tax benefit resulting from the release of a significant portion of our deferred tax asset valuation allowance. The effective tax rate of 2.2% for the year ended December 31, 2018 was lower than the 21% statutory rate primarily as a result of maintaining a valuation allowance against our federal and state net deferred tax assets. Our effective tax rate may continue to experience volatility prospectively due to variability in our pre-tax and taxable earnings and the proportion of such earnings attributable to non-controlling interests.

Net income attributable to non-controlling interest

	Year Ended December 31,
(in millions)	2020		2019		Change		2018		Change
Net income attributable to non-controlling interest	$	586	$	584	$	2	$	729	$	(145)

2020 vs. 2019

Net income attributable to non-controlling interest slightly increased during the year ended December 31, 2020 from the year ended December 31, 2019 primarily due to an increase in consolidated net income recognized by Cheniere Partners, primarily a result of increased margins due to lower pricing of natural gas feedstock, partially offset by increases in (1) loss on modification or extinguishment of debt incurred in conjunction with the refinancing of the 2021 SPL Senior Notes, (2) interest expense, net of capitalized interest and (3) depreciation and amortization expense.

2019 vs. 2018

Net income attributable to non-controlling interest decreased during the year ended December 31, 2019 from the year ended December 31, 2018 primarily due to the annualized decrease of non-controlling interest as a result of our merger with Cheniere Holdings in September 2018, in which all publicly-held shares of Cheniere Holdings were canceled and the non-controlling interest in Cheniere Holdings was reduced to zero. The consolidated net income recognized by Cheniere Partners decreased from $1.3 billion in the year ended December 31, 2018 to $1.2 billion in the year ended December 31, 2019 primarily

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due a decrease in income from operations from higher operating and maintenance expense and an increase in interest expense, net of capitalized interest and increased depreciation and amortization expense, partially offset by increased margins due to higher volumes of LNG sold but decreased pricing on LNG.

Liquidity and Capital Resources

Although results are consolidated for financial reporting, SPL, Cheniere Partners, CCH Group and Cheniere operate with independent capital structures. Our capital requirements include capital and investment expenditures, repayment of long-term debt and repurchase of our shares. We expect the cash needs for at least the next twelve months will be met for each of these independent capital structures as follows:

•SPL through project debt and borrowings, operating cash flows and equity contributions from Cheniere Partners;

•Cheniere Partners through operating cash flows from SPLNG, SPL and CTPL and debt or equity offerings;

•CCH Group through operating cash flows from CCL and CCP, project debt and borrowings and equity contributions from Cheniere; and

•Cheniere through existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, borrowings, services fees from our subsidiaries and distributions from our investment in Cheniere Partners.

The following table provides a summary of our liquidity position at December 31, 2020 and 2019 (in millions):

	December 31,
	2020		2019
Cash and cash equivalents (1)	$	1,628	$	2,474
Restricted cash designated for the following purposes:
SPL Project	97		181
CCL Project	70		80
Other	282		259
Available commitments under the following credit facilities:
$1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		786
2020 SPL Working Capital Facility	787		—
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)	750		750
CCH Credit Facility	—		—
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)	767		729
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)	1,126		665
Cheniere Term Loan Facility	372		—

(1)    Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as discussed in Note 9—Non-controlling Interest and Variable Interest Entity of our Notes to Consolidated Financial Statements. As of December 31, 2020 and 2019, assets of Cheniere Partners, which are included in our Consolidated Balance Sheets, included $1.2 billion and $1.8 billion, respectively, of cash and cash equivalents.

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Sabine Pass LNG Terminal

Liquefaction Facilities

The SPL Project is one of the largest LNG production facilities in the world. Through Cheniere Partners, we are currently operating five Trains and two marine berths at the SPL Project, and are constructing one additional Train that is expected to be substantially completed in the second half of 2022, and a third marine berth. We have received authorization from the FERC to site, construct and operate Trains 1 through 6, as well as for the construction of the third marine berth. We have achieved substantial completion of the first five Trains of the SPL Project and commenced commercial operating activities for each Train at various times starting in May 2016. The following table summarizes the project completion and construction status of Train 6 of the SPL Project as of December 31, 2020:

	SPL Train 6
Overall project completion percentage	77.6%
Completion percentage of:
Engineering	99.0%
Procurement	99.9%
Subcontract work	54.9%
Construction	49.2%
Date of expected substantial completion	2H 2022

The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel from the Sabine Pass LNG terminal:

•Trains 1 through 4—FTA countries and non-FTA countries through December 31, 2050, in an amount up to a combined total of the equivalent of 16 mtpa (approximately 803 Bcf/yr of natural gas).

•Trains 1 through 4—FTA countries and non-FTA countries through December 31, 2050, in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas (approximately 4 mtpa).

•Trains 5 and 6—FTA countries and non-FTA countries through December 31, 2050, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).

In December 2020, the DOE announced a new policy in which it would no longer issue short-term export authorizations separately from long-term authorizations. Accordingly, the DOE amended each of SPL’s long-term authorizations to include short-term export authority, and vacated the short-term orders.

An application was filed in September 2019 seeking authorization to make additional exports from the SPL Project to FTA countries for a 25-year term and to non-FTA countries for a 20-year term in an amount up to the equivalent of approximately 153 Bcf/yr of natural gas, for a total SPL Project export capacity of approximately 1,662 Bcf/yr. The terms of the authorizations are requested to commence on the date of first commercial export from the SPL Project of the volumes contemplated in the application. In April 2020, the DOE issued an order authorizing SPL to export to FTA countries related to this application, for which the term was subsequently extended through December 31, 2050, but has not yet issued an order authorizing SPL to export to non-FTA countries for the corresponding LNG volume. A corresponding application for authorization to increase the total LNG production capacity of the SPL Project from the currently authorized level to approximately 1,662 Bcf/yr was also submitted to the FERC and is currently pending.

Customers

SPL has entered into fixed price long-term SPAs generally with terms of 20 years (plus extension rights) and with a weighted average remaining contract length of approximately 17 years (plus extension rights) with eight third parties for Trains 1 through 6 of the SPL Project. Under these SPAs, the customers will purchase LNG from SPL for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to approximately 115% of Henry Hub. The customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveries under the SPAs as the fixed fee component of the price under SPL’s SPAs. We refer to the fee component that is applicable only in connection

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with LNG cargo deliveries as the variable fee component of the price under SPL’s SPAs. The variable fees under SPL’s SPAs were generally sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

In aggregate, the annual fixed fee portion to be paid by the third-party SPA customers is approximately $2.9 billion for Trains 1 through 5. After giving effect to an SPA that Cheniere has committed to provide to SPL, the annual fixed fee portion to be paid by the third-party SPA customers would increase to at least $3.3 billion, which is expected to occur upon the date of first commercial delivery of Train 6.

In addition, Cheniere Marketing has an agreement with SPL to purchase at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers. See Marketing section for additional information regarding agreements entered into by Cheniere Marketing.

Natural Gas Transportation, Storage and Supply

To ensure SPL is able to transport adequate natural gas feedstock to the Sabine Pass LNG terminal, it has entered into transportation precedent and other agreements to secure firm pipeline transportation capacity with CTPL and third-party pipeline companies. SPL has entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the SPL Project. SPL has also entered into enabling agreements and long-term natural gas supply contracts with third parties in order to secure natural gas feedstock for the SPL Project. As of December 31, 2020, SPL had secured up to approximately 4,950 TBtu of natural gas feedstock through long-term and short-term natural gas supply contracts with remaining terms that range up to 10 years, a portion of which is subject to conditions precedent.

Construction

SPL entered into lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Trains 1 through 6 of the SPL Project, under which Bechtel charges a lump sum for all work performed and generally bears project cost, schedule and performance risks unless certain specified events occur, in which case Bechtel may cause SPL to enter into a change order, or SPL agrees with Bechtel to a change order.

The total contract price of the EPC contract for Train 6 of the SPL Project is approximately $2.5 billion, including estimated costs for the third marine berth that is currently under construction. As of December 31, 2020, we have incurred $1.9 billion under this contract.

Regasification Facilities

The Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d and aggregate LNG storage capacity of approximately 17 Bcfe. Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term third-party TUAs, under which SPLNG’s customers are required to pay fixed monthly fees, whether or not they use the LNG terminal.  Each of Total and Chevron U.S.A. Inc. (“Chevron”) has reserved approximately 1 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually, prior to inflation adjustments, for 20 years that commenced in 2009. Total S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions, and Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.

The remaining approximately 2 Bcf/d of capacity has been reserved under a TUA by SPL. SPL is obligated to make monthly capacity payments to SPLNG aggregating approximately $250 million annually, prior to inflation adjustments, continuing until at least May 2036. SPL entered into a partial TUA assignment agreement with Total, whereby upon substantial completion of Train 5 of the SPL Project, SPL gained access to substantially all of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Train 6. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA. During the years ended December 31, 2020, 2019 and 2018, SPL recorded $129

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million, $104 million and $30 million, respectively, as operating and maintenance expense under this partial TUA assignment agreement.

Under each of these TUAs, SPLNG is entitled to retain 2% of the LNG delivered to the Sabine Pass LNG terminal.

Capital Resources

We currently expect that SPL’s capital resources requirements with respect to the SPL Project will be financed through project debt and borrowings, cash flows under the SPAs and equity contributions from Cheniere Partners. We believe that with the net proceeds of borrowings, available commitments under the 2020 SPL Working Capital Facility, 2019 CQP Credit Facilities, cash flows from operations and equity contributions from Cheniere Partners, SPL will have adequate financial resources available to meet its currently anticipated capital, operating and debt service requirements with respect to Trains 1 through 6 of the SPL Project. Additionally, SPLNG generates cash flows from the TUAs, as discussed above.

The following table provides a summary of our capital resources from borrowings and available commitments for the Sabine Pass LNG Terminal, excluding equity contributions to our subsidiaries and cash flows from operations (as described in Sources and Uses of Cash), at December 31, 2020 and 2019 (in millions):

	December 31,
	2020		2019
Senior notes (1)	$	17,750	$	17,750
Credit facilities outstanding balance (2)	—		—
Letters of credit issued (3)	413		414
Available commitments under credit facilities (3)	1,537		1,536
Total capital resources from borrowings and available commitments (4)	$	19,700	$	19,700

(1)    Includes SPL’s 2021 SPL Senior Notes, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023, 5.75% Senior Secured Notes due 2024, 5.625% Senior Secured Notes due 2025, 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes”), 5.00% Senior Secured Notes due 2027 (the “2027 SPL Senior Notes”), 4.200% Senior Secured Notes due 2028 (the “2028 SPL Senior Notes”), 2030 SPL Senior Notes and 5.00% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) (collectively, the “SPL Senior Notes”), as well as Cheniere Partners’ $1.5 billion of 5.250% Senior Notes due 2025 (the “2025 CQP Senior Notes”), $1.1 billion of 5.625% Senior Notes due 2026 (the “2026 CQP Senior Notes”) and the 4.500% Senior Notes due 2029 (the “2029 CQP Senior Notes”) (collectively, the “CQP Senior Notes”).

(2)     Includes outstanding balances under the 2015 SPL Working Capital Facility, 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities, inclusive of any portion of the 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities that may be used for general corporate purposes.

(3)    Consists of 2015 SPL Working Capital Facility, 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities.

(4)     Does not include equity contributions that may be available from Cheniere’s borrowings and available cash and cash equivalents.

SPL Senior Notes

The SPL Senior Notes are governed by a common indenture (the “SPL Indenture”) and the terms of the 2037 SPL Senior Notes are governed by a separate indenture (the “2037 SPL Senior Notes Indenture”). Both the SPL Indenture and the 2037 SPL Senior Notes Indenture contain terms and events of default and certain covenants that, among other things, limit SPL’s ability and the ability of SPL’s restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of SPL’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of SPL’s assets and enter into certain LNG sales contracts. Subject to permitted liens, the SPL Senior Notes are secured on a pari passu first-priority basis by a security interest in all of the membership interests in SPL and substantially all of SPL’s assets. SPL may not make any distributions until, among other requirements, deposits are made into debt service reserve accounts as required and a debt service coverage ratio test of 1.25:1.00 is satisfied.

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At any time prior to three months before the respective dates of maturity for each series of the SPL Senior Notes (except for the 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2030 SPL Senior Notes and 2037 SPL Senior Notes, in which case the time period is six months before the respective dates of maturity), SPL may redeem all or part of such series of the SPL Senior Notes at a redemption price equal to the ‘make-whole’ price (except for the 2037 SPL Senior Notes, in which case the redemption price is equal to the “optional redemption” price) set forth in the respective indentures governing the SPL Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. SPL may also, at any time within three months of the respective maturity dates for each series of the SPL Senior Notes (except for the 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2030 SPL Senior Notes and 2037 SPL Senior Notes, in which case the time period is within six months of the respective dates of maturity), redeem all or part of such series of the SPL Senior Notes at a redemption price equal to 100% of the principal amount of such series of the SPL Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

Both the 2037 SPL Senior Notes Indenture and the SPL Indenture include restrictive covenants. SPL may incur additional indebtedness in the future, including by issuing additional notes, and such indebtedness could be at higher interest rates and have different maturity dates and more restrictive covenants than the current outstanding indebtedness of SPL, including the SPL Senior Notes and the 2020 SPL Working Capital Facility. Semi-annual principal payments for the 2037 SPL Senior Notes are due on March 15 and September 15 of each year beginning September 15, 2025 and are fully amortizing according to a fixed sculpted amortization schedule.

2015 SPL Working Capital Facility

In March 2020, SPL terminated the remaining commitments under the 2015 SPL Working Capital Facility. As of December 31, 2019, SPL had $786 million of available commitments, $414 million aggregate amount of issued letters of credit and no outstanding borrowings under the 2015 SPL Working Capital Facility.

2020 SPL Working Capital Facility

In March 2020, SPL entered into the 2020 SPL Working Capital Facility with aggregate commitments of $1.2 billion, which replaced the 2015 SPL Working Capital Facility. The 2020 SPL Working Capital Facility is intended to be used for loans to SPL, swing line loans to SPL and the issuance of letters of credit on behalf of SPL, primarily for (1) the refinancing of the 2015 SPL Working Capital Facility, (2) fees and expenses related to the 2020 SPL Working Capital Facility, (3) SPL and its future subsidiaries’ gas purchase obligations and (4) SPL and certain of its future subsidiaries’ general corporate purposes. SPL may, from time to time, request increases in the commitments under the 2020 SPL Working Capital Facility of up to $800 million. As of December 31, 2020, SPL had $787 million of available commitments, $413 million aggregate amount of issued letters of credit and no outstanding borrowings under the 2020 SPL Working Capital Facility.

The 2020 SPL Working Capital Facility matures on March 19, 2025, but may be extended with consent of the lenders. The 2020 SPL Working Capital Facility provides for mandatory prepayments under customary circumstances.

The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL is restricted from making certain distributions under agreements governing its indebtedness generally until, among other requirements, satisfaction of a 12-month forward-looking and backward-looking 1.25:1.00 debt service reserve ratio test. The obligations of SPL under the 2020 SPL Working Capital Facility are secured by substantially all of the assets of SPL as well as a pledge of all of the membership interests in SPL and certain future subsidiaries of SPL on a pari passu basis by a first priority lien with the SPL Senior Notes.

Cheniere Partners

CQP Senior Notes

The CQP Senior Notes are jointly and severally guaranteed by each of Cheniere Partners’ subsidiaries other than SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP (each a “Guarantor” and collectively, the “CQP Guarantors”). The CQP Senior Notes are governed by the same base indenture (the “CQP Base Indenture”). The 2025 CQP Senior Notes are further governed by the First Supplemental Indenture, the 2026 CQP Senior Notes are further governed by the Second Supplemental Indenture and the 2029 CQP Senior Notes are further governed by the Third Supplemental Indenture. The indentures governing the CQP Senior Notes contain terms and events of default and certain covenants that, among other

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things, limit the ability of Cheniere Partners and the CQP Guarantors to incur liens and sell assets, enter into transactions with affiliates, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets.

At any time prior to October 1, 2021 for the 2026 CQP Senior Notes and October 1, 2024 for the 2029 CQP Senior Notes, Cheniere Partners may redeem all or a part of the applicable CQP Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the CQP Senior Notes redeemed, plus the “applicable premium” set forth in the respective indentures governing the CQP Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 1, 2021 for the 2026 CQP Senior Notes and October 1, 2024 for the 2029 CQP Senior Notes, Cheniere Partners may redeem up to 35% of the aggregate principal amount of the CQP Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 105.625% of the aggregate principal amount of the 2026 CQP Senior Notes and 104.5% of the aggregate principal amount of the 2029 CQP Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Cheniere Partners also may at any time through the maturity date of October 1, 2025 for the 2025 CQP Senior Notes, October 1, 2021 through the maturity date of October 1, 2026 for the 2026 CQP Senior Notes and October 1, 2024 through the maturity date of October 1, 2029 for the 2029 CQP Senior Notes, redeem the CQP Senior Notes, in whole or in part, at the redemption prices set forth in the respective indentures governing the CQP Senior Notes.

The CQP Senior Notes are Cheniere Partners’ senior obligations, ranking equally in right of payment with Cheniere Partners’ other existing and future unsubordinated debt and senior to any of its future subordinated debt. In the event that the aggregate amount of Cheniere Partners’ secured indebtedness and the secured indebtedness of the CQP Guarantors (other than the CQP Senior Notes or any other series of notes issued under the CQP Base Indenture) outstanding at any one time exceeds the greater of (1) $1.5 billion and (2) 10% of net tangible assets, the CQP Senior Notes will be secured to the same extent as such obligations under the 2019 CQP Credit Facilities. The obligations under the 2019 CQP Credit Facilities are secured on a first-priority basis (subject to permitted encumbrances) with liens on substantially all the existing and future tangible and intangible assets and rights of Cheniere Partners and the CQP Guarantors and equity interests in the CQP Guarantors (except, in each case, for certain excluded properties set forth in the 2019 CQP Credit Facilities). The liens securing the CQP Senior Notes, if applicable, will be shared equally and ratably (subject to permitted liens) with the holders of other senior secured obligations, which include the 2019 CQP Credit Facilities obligations and any future additional senior secured debt obligations.

2019 CQP Credit Facilities

In May 2019, Cheniere Partners entered into the 2019 CQP Credit Facilities, which consisted of the $750 million term loan (“CQP Term Facility”), which was prepaid and terminated upon issuance of the 2029 CQP Senior Notes in September 2019, and the $750 million revolving credit facility (“CQP Revolving Facility”). Borrowings under the 2019 CQP Credit Facilities will be used to fund the development and construction of Train 6 of the SPL Project and for general corporate purposes, subject to a sublimit, and the 2019 CQP Credit Facilities are also available for the issuance of letters of credit. As of both December 31, 2020 and 2019, Cheniere Partners had $750 million of available commitments and no letters of credit issued or loans outstanding under the 2019 CQP Credit Facilities.

The 2019 CQP Credit Facilities mature on May 29, 2024. Any outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest rate breakage costs. The 2019 CQP Credit Facilities contain conditions precedent for extensions of credit, as well as customary affirmative and negative covenants, and limit Cheniere Partners’ ability to make restricted payments, including distributions, to once per fiscal quarter and one true-up per fiscal quarter as long as certain conditions are satisfied.

The 2019 CQP Credit Facilities are unconditionally guaranteed and secured by a first priority lien (subject to permitted encumbrances) on substantially all of Cheniere Partners’ and the CQP Guarantors’ existing and future tangible and intangible assets and rights and equity interests in the CQP Guarantors (except, in each case, for certain excluded properties set forth in the 2019 CQP Credit Facilities).

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Corpus Christi LNG Terminal

Liquefaction Facilities

We are currently operating two Trains and two marine berths at the CCL Project and commissioning one additional Train that is expected to be substantially completed in the first quarter of 2021. We have received authorization from the FERC to site, construct and operate Trains 1 through 3 of the CCL Project. We completed construction of Trains 1 and 2 of the CCL Project and commenced commercial operating activities in February 2019 and August 2019, respectively. The following table summarizes the project completion and construction status of Train 3 of the CCL Project, including the related infrastructure, as of December 31, 2020:

	CCL Train 3
Overall project completion percentage	99.6%
Completion percentage of:
Engineering	100.0%
Procurement	100.0%
Subcontract work	99.9%
Construction	99.0%
Expected date of substantial completion	1Q 2021

Separate from the CCH Group, we are also developing Corpus Christi Stage 3 through our subsidiary CCL Stage III, adjacent to the CCL Project. We received approval from FERC in November 2019 to site, construct and operate seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG.

The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel from the Corpus Christi LNG terminal:

•CCL Project—FTA countries and non-FTA countries through December 31, 2050, up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas.

•Corpus Christi Stage 3—FTA countries and non-FTA countries through December 31, 2050 in an amount equivalent to 582.14 Bcf/yr (approximately 11 mtpa) of natural gas.

In December 2020, the DOE announced a new policy in which it would no longer issue short-term export authorizations separately from long-term authorizations. Accordingly, the DOE amended each of CCL’s long-term authorizations to include short-term export authority, and vacated the short-term orders.

An application was filed in September 2019 to authorize additional exports from the CCL Project to FTA countries for a 25-year term and to non-FTA countries for a 20-year term in an amount up to the equivalent of approximately 108 Bcf/yr of natural gas, for a total CCL Project export of 875.16 Bcf/yr. The terms of the authorizations are requested to commence on the date of first commercial export from the CCL Project of the volumes contemplated in the application. In April 2020, the DOE issued an order authorizing CCL to export to FTA countries related to this application, for which the term was subsequently extended through December 31, 2050, but has not yet issued an order authorizing CCL to export to non-FTA countries for the corresponding LNG volume. A corresponding application for authorization to increase the total LNG production capacity of the CCL Project from the currently authorized level to approximately 875.16 Bcf/yr was also submitted to the FERC and is currently pending.

Customers

CCL has entered into fixed price long-term SPAs generally with terms of 20 years (plus extension rights) and with a weighted average remaining contract length of approximately 19 years (plus extension rights) with nine third parties for Trains 1 through 3 of the CCL Project. Under these SPAs, the customers will purchase LNG from CCL on a free on board (“FOB”) basis for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG

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cargo deliveries under the SPAs as the fixed fee component of the price under our SPAs. We refer to the fee component that is applicable only in connection with LNG cargo deliveries as the variable fee component of the price under our SPAs. The variable fee under CCL’s SPAs entered into in connection with the development of the CCL Project was sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery for the applicable Train, as specified in each SPA.

In aggregate, the minimum annual fixed fee portion to be paid by the third-party SPA customers is approximately $1.4 billion for Trains 1 and 2 and increasing to approximately $1.8 billion following the substantial completion of Train 3 of the CCL Project.

In addition, Cheniere Marketing has agreements with CCL to purchase: (1) approximately 15 TBtu per annum of LNG with an approximate term of 23 years, (2) any LNG produced by CCL in excess of that required for other customers at Cheniere Marketing’s option and (3) approximately 44 TBtu of LNG with a term of up to seven years associated with the IPM gas supply agreement between CCL and EOG Resources, Inc. See Marketing section for additional information regarding agreements entered into by Cheniere Marketing.

Natural Gas Transportation, Storage and Supply

To ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline companies. CCL has entered into a firm storage services agreement with a third party to assist in managing variability in natural gas needs for the CCL Project. CCL has also entered into enabling agreements and long-term natural gas supply contracts with third parties, and will continue to enter into such agreements, in order to secure natural gas feedstock for the CCL Project. As of December 31, 2020, CCL had secured up to approximately 2,938 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to 10 years, a portion of which is subject to the achievement of certain project milestones and other conditions precedent.

CCL Stage III has also entered into long-term natural gas supply contracts with third parties, and anticipates continuing to enter into such agreements, in order to secure natural gas feedstock for Corpus Christi Stage 3. As of December 31, 2020, CCL Stage III had secured up to approximately 2,361 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to approximately 15 years, which is subject to the achievement of certain project milestones and other conditions precedent.

A portion of the natural gas feedstock transactions for CCL and CCL Stage III are IPM transactions, in which the natural gas producers are paid based on a global gas market price less a fixed liquefaction fee and certain costs incurred by us.

Construction

CCL entered into separate lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Trains 1 through 3 of the CCL Project under which Bechtel charges a lump sum for all work performed and generally bears project cost, schedule and performance risks unless certain specified events occur, in which case Bechtel may cause CCL to enter into a change order, or CCL agrees with Bechtel to a change order.

The total contract price of the EPC contract for Train 3, which is currently undergoing commissioning, is approximately $2.4 billion, reflecting amounts incurred under change orders through December 31, 2020. As of December 31, 2020, we have incurred $2.4 billion under this contract.

Final Investment Decision for Corpus Christi Stage 3

FID for Corpus Christi Stage 3 will be subject to, among other things, entering into an EPC contract, obtaining additional commercial support for the project and securing the necessary financing arrangements.

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Pipeline Facilities

In November 2019, the FERC authorized CCP to construct and operate the pipeline for Corpus Christi Stage 3. The pipeline will be designed to transport 1.5 Bcf/d of natural gas feedstock required by Corpus Christi Stage 3 from the existing regional natural gas pipeline grid.

    Capital Resources

The CCH Group expects to finance the construction costs of the CCL Project from one or more of the following: operating cash flows from CCL and CCP, project debt and equity contributions from Cheniere. The following table provides a summary of the capital resources of the CCH Group from borrowings and available commitments for the CCL Project, excluding equity contributions from Cheniere, at December 31, 2020 and December 31, 2019 (in millions):

	December 31,
	2020		2019
Senior notes (1)	$	7,721	$	6,952
2025 CCH HoldCo II Convertible Senior Notes (2)	—		1,000
Credit facilities outstanding balance (3)	2,767		3,283
Letters of credit issued (3)	293		471
Available commitments under credit facilities (3)	767		729
Total capital resources from borrowings and available commitments (4)	$	11,548	$	12,435

(1)        Includes CCH’s 7.000% Senior Secured Notes due 2024, 5.875% Senior Secured Notes due 2025, 5.125% Senior Secured Notes due 2027, 3.700% Senior Secured Notes due 2029, 4.80% Senior Secured Notes due 2039, 3.925% Senior Secured Notes due 2039 and 3.52% CCH Senior Secured Notes (collectively, the “CCH Senior Notes”).

(2)        Aggregate original principal amount before debt discount and debt issuance costs and interest paid-in-kind.

(3)        Includes the CCH Credit Facility and CCH Working Capital Facility.

(4)         Does not include equity contributions that may be available from Cheniere’s borrowings and available cash and cash equivalents.

2025 CCH HoldCo II Convertible Senior Notes

In May 2015, CCH HoldCo II issued $1.0 billion aggregate principal amount of the 2025 CCH HoldCo II Convertible Senior Notes in a private placement. In May 2018, the amended and restated note purchase agreement under which the 2025 CCH HoldCo II Convertible Senior Notes were issued was subsequently amended in connection with commercialization and financing of Train 3 of the CCL Project and to provide the note holders with certain prepayment rights related thereto consistent with those under the CCH Credit Facility. In February 2020, the amended and restated note purchase agreement for the 2025 CCH HoldCo II Convertible Senior Notes was further amended to allow CCH HoldCo II the option to redeem all or a portion of the outstanding notes with cash at a price of $1,080 per $1,000 principal amount, at the time of any CCH HoldCo II or noteholder-initiated conversion through September 2, 2020. In March 2020, CCH HoldCo II redeemed an aggregate outstanding principal amount of $300 million and in July 2020, redeemed the remaining outstanding principal amount with borrowings under the Cheniere Term Loan Facility.

CCH Senior Notes

The CCH Senior Notes are jointly and severally guaranteed by CCH’s subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (each a “CCH Guarantor” and collectively, the “CCH Guarantors”). The indentures governing the CCH Senior Notes contain customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of CCH’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to CCH or any of CCH’s restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of CCH and its restricted subsidiaries taken as a whole; or permit any CCH Guarantor to dissolve,

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liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. The covenants included in the respective indentures that govern the CCH Senior Notes are subject to a number of important limitations and exceptions.

The CCH Senior Notes are CCH’s senior secured obligations, ranking senior in right of payment to any and all of CCH’s future indebtedness that is subordinated to the CCH Senior Notes and equal in right of payment with CCH’s other existing and future indebtedness that is senior and secured by the same collateral securing the CCH Senior Notes. The CCH Senior Notes are secured by a first-priority security interest in substantially all of CCH’s and the CCH Guarantors’ assets.

At any time prior to six months before the respective dates of maturity for each of the CCH Senior Notes, CCH may redeem all or part of such series of the CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the appropriate indenture, plus accrued and unpaid interest, if any, to the date of redemption. At any time within six months of the respective dates of maturity for each of the CCH Senior Notes, CCH may redeem all or part of such series of the CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

CCH Credit Facility

In May 2018, CCH amended and restated the CCH Credit Facility to increase total commitments under the CCH Credit Facility from $4.6 billion to $6.1 billion. The obligations of CCH under the CCH Credit Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in CCH. There were no available commitments under the CCH Credit Facility as of both December 31, 2020 and 2019. CCH had $2.6 billion and $3.3 billion of loans outstanding under the CCH Credit Facility as of December 31, 2020 and 2019, respectively.

The CCH Credit Facility matures on June 30, 2024, with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of the CCL Project as defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the CCL Project to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19-year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50:1.

Under the CCH Credit Facility, CCH is required to hedge not less than 65% of the variable interest rate exposure of its senior secured debt. CCH is restricted from making certain distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of Trains 1 through 3 of the CCL Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25:1.00.

CCH Working Capital Facility

In June 2018, CCH amended and restated the CCH Working Capital Facility to increase total commitments under the CCH Working Capital Facility from $350 million to $1.2 billion. The CCH Working Capital Facility is intended to be used for loans to CCH (“CCH Working Capital Loans”) and the issuance of letters of credit on behalf of CCH for certain working capital requirements related to developing and operating the CCL Project and for related business purposes. Loans under the CCH Working Capital Facility are guaranteed by the CCH Guarantors. CCH may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed for working capital under the Common Terms Agreement that was entered into concurrently with the CCH Credit Facility. As of December 31, 2020 and 2019, CCH had $767 million and $729 million of available commitments, $293 million and $471 million aggregate amount of issued letters of credit and $140 million and zero of loans outstanding under the CCH Working Capital Facility, respectively.

The CCH Working Capital Facility matures on June 29, 2023, and CCH may prepay the CCH Working Capital Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans”) at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH is required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year.

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The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. The obligations of CCH under the CCH Working Capital Facility are secured by substantially all of the assets of CCH and the CCH Guarantors as well as all of the membership interests in CCH and each of the CCH Guarantors on a pari passu basis with the CCH Senior Notes and the CCH Credit Facility.

Cheniere

Senior Notes

In September 2020, we issued an aggregate principal amount of $2.0 billion of 2028 Cheniere Senior Secured Notes, the proceeds of which were used to prepay a portion of the outstanding indebtedness under the Cheniere Term Loan Facility and to pay related fees and expenses. The associated indentures (“Cheniere Indenture”) contain customary terms and events of default and certain covenants that, among other things, limit our ability to create liens or other encumbrances, enter into sale-leaseback transactions and merge or consolidate with other entities or sell all or substantially all of our assets. The Cheniere Indenture covenants are subject to a number of important limitations and exceptions.

At any time prior to October 15, 2023, we may redeem all or a part of the 2028 Cheniere Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus the “applicable premium” and accrued and unpaid interest, if any, to but not including the date of redemption. We also may, at any time prior to October 15, 2023, redeem up to 40% of the aggregate principal amount of the 2028 Cheniere Senior Secured Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 104.625% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including, the date of redemption. At any time on or after October 15, 2023 through the maturity date of October 15, 2028, we may redeem all or part of the 2028 Cheniere Senior Secured Notes at the redemption prices described in the Cheniere Indenture.

The 2028 Cheniere Senior Secured Notes are our general senior obligations and rank senior in right of payment to all of our future obligations that are, by their terms, expressly subordinated in right of payment to the 2028 Cheniere Senior Secured Notes and equally in right of payment with all of our other existing and future unsubordinated indebtedness. The 2028 Cheniere Senior Secured Notes will initially be secured on a first-priority basis by a lien on substantially all of our assets and equity interests in our direct subsidiaries (other than certain excluded subsidiaries) (the “Collateral”), which liens will rank pari passu with the liens securing the Cheniere Revolving Credit Facility and Cheniere Term Loan Facility. The 2028 Cheniere Senior Secured Notes will remain secured as long as (1) there are any obligations or undrawn commitments outstanding under the Cheniere Term Loan Facility that are secured by liens on the Collateral or (2) the outstanding aggregate principal amount of our secured indebtedness exceeds $1.25 billion. As of December 31, 2020, the 2028 Cheniere Senior Secured Notes are not guaranteed by any of our subsidiaries. In the future, the 2028 Cheniere Senior Secured Notes will be guaranteed by our subsidiaries who guarantee our other material indebtedness.

Convertible Notes

In November 2014, we issued an aggregate principal amount of $1.0 billion of the 2021 Cheniere Convertible Unsecured Notes. The 2021 Cheniere Convertible Unsecured Notes are convertible at the option of the holder into our common stock at the then applicable conversion rate, provided that the closing price of our common stock is greater than or equal to the conversion price on the date of conversion. In July 2020, we repurchased $844 million in aggregate principal amount of the outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors.

In March 2015, we issued $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”). We have the right, at our option, at any time after March 15, 2020, to redeem all or any part of the 2045 Cheniere Convertible Senior Notes at a redemption price equal to the accreted amount of the 2045 Cheniere Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.

We have the option to satisfy the conversion obligation for the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes with cash, common stock or a combination thereof.

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Cheniere Revolving Credit Facility

In December 2018, we amended and restated the Cheniere Revolving Credit Facility to increase total commitments under the Cheniere Revolving Credit Facility from $750 million to $1.25 billion. The Cheniere Revolving Credit Facility is intended to fund, through loans and letters of credit, equity capital contributions to CCH HoldCo II and its subsidiaries for the development of the CCL Project and, provided that certain conditions are met, for general corporate purposes. As of December 31, 2020 and 2019, we had $1.1 billion and $665 million of available commitments, $124 million and $585 million aggregate amount of issued letters of credit and no loans outstanding under the Cheniere Revolving Credit Facility, respectively.

The Cheniere Revolving Credit Facility matures on December 13, 2022 and contains representations, warranties and affirmative and negative covenants customary for companies like us with lenders of the type participating in the Cheniere Revolving Credit Facility that limit our ability to make restricted payments, including distributions, unless certain conditions are satisfied, as well as limitations on indebtedness, guarantees, hedging, liens, investments and affiliate transactions. Under the Cheniere Revolving Credit Facility, we are required to ensure that the sum of our unrestricted cash and the amount of undrawn commitments under the Cheniere Revolving Credit Facility is at least equal to the lesser of (1) 20% of the commitments under the Cheniere Revolving Credit Facility and (2) $200 million (the “Liquidity Covenant”). However, at any time that the aggregate principal amount of outstanding loans plus drawn and unreimbursed letters of credit under the Cheniere Revolving Credit Facility is greater than 30% of aggregate commitments under the Cheniere Revolving Credit Facility, the Liquidity Covenant will not apply and we will instead be governed by a quarterly non-consolidated leverage ratio covenant not to exceed 5.75:1.00 (the “Springing Leverage Covenant”).

The Cheniere Revolving Credit Facility is secured by a first priority security interest (subject to permitted liens and other customary exceptions) in substantially all of our assets, including our interests in our direct subsidiaries (excluding CCH HoldCo II and certain other subsidiaries).

Cheniere Term Loan Facility

In June 2020, we entered into the Cheniere Term Loan Facility, which was subsequently increased to $2.695 billion in July 2020. In July 2020, borrowings under the Cheniere Term Loan Facility were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. In September 2020, we prepaid approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility with net proceeds from the 2028 Cheniere Senior Secured Notes and available cash. As of December 31, 2020, we had $372 million of available commitments and $148 million of loans outstanding under the Cheniere Term Loan Facility.

The Cheniere Term Loan Facility matures on June 18, 2023. Loans under the Cheniere Term Loan Facility may be voluntarily prepaid, in whole or in part, at any time, without premium or penalty. Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The Cheniere Term Loan Facility includes representations, warranties, affirmative and negative covenants and events of default customary for companies like us with lenders of the type participating in the Cheniere Term Loan Facility and consistent with the equivalent provisions contained in the Cheniere Revolving Credit Facility.

The Cheniere Term Loan Facility is secured by a first priority security interest (subject to permitted liens and other customary exceptions) on a pari passu basis with the Cheniere Revolving Credit Facility in substantially all of our assets and equity interests in direct subsidiaries (other than certain excluded subsidiaries). Upon redemption of the 2025 CCH HoldCo II Convertible Senior Notes in July 2020, the equity interests in CCH HoldCo II were pledged as collateral to secure the obligations under the Cheniere Revolving Credit Facility and the Cheniere Term Loan Facility.

Cash Receipts from Subsidiaries

Our ownership interest in the Sabine Pass LNG terminal is held through Cheniere Partners. As of December 31, 2020, we owned a 48.6% limited partner interest in Cheniere Partners in the form of 239.9 million common units. In July 2020, the financial tests required for conversion of Cheniere Partners’ subordinated units, all of which were held by us, were met under

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the terms of Cheniere Partners’ partnership agreement and effective August 17, 2020, the first business day following the payment of the quarterly distribution with respect to the quarter ended June 30, 2020, all of Cheniere Partners’ subordinated units were automatically converted into common units on a one-for-one basis and the subordination period was terminated. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. We are eligible to receive quarterly equity distributions from Cheniere Partners related to our ownership interests and our incentive distribution rights.

We also receive fees for providing management services to some of our subsidiaries. We received $120 million, $119 million and $85 million in total service fees from these subsidiaries during the each of the years ended December 31, 2020, 2019 and 2018, respectively.

Share Repurchase Program

On June 3, 2019, we announced that our Board of Directors (“Board”) authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

As of December 31, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors.  The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

Marketing

We market and sell LNG produced by the Liquefaction Projects that is not required for other customers through our integrated marketing function. We have, and continue to develop, a portfolio of long-, medium- and short-term SPAs to transport and unload commercial LNG cargoes to locations worldwide. These volumes are expected to be primarily sourced by LNG produced by the Liquefaction Projects but supplemented by volumes procured from other locations worldwide, as needed. As of December 31, 2020, we have sold or have options to sell approximately 4,995 TBtu of LNG to be delivered to customers between 2021 and 2045, including volume from an SPA Cheniere Marketing has committed to provide to SPL.  The cargoes have been sold either on a FOB basis (delivered to the customer at the Sabine Pass LNG terminal or the Corpus Christi LNG terminal, as applicable) or a delivered at terminal (“DAT”) basis (delivered to the customer at their specified LNG receiving terminal). We have chartered LNG vessels to be utilized for cargoes sold on a DAT basis.

Cheniere Marketing entered into uncommitted trade finance facilities with available credit of $241 million as of December 31, 2020, primarily to be used for the purchase and sale of LNG for ultimate resale in the course of its operations. The finance facilities are intended to be used for advances, guarantees or the issuance of letters of credit or standby letters of credit on behalf of Cheniere Marketing. As of December 31, 2020 and 2019, Cheniere Marketing had $34 million and $41 million, respectively, in standby letters of credit and guarantees outstanding under the finance facilities. As of December 31, 2020 and 2019, there were no loans outstanding under the finance facilities. Cheniere Marketing pays interest or fees on utilized commitments.

Corporate and Other Activities

We are required to maintain corporate and general and administrative functions to serve our business activities described above.  The development of our sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make an FID.

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We have made an equity investment in Midship Holdings, which manages the business and affairs of Midship Pipeline. Midship Pipeline operates the Midship Project with current capacity of up to 1.1 million Dekatherms per day that connects new gas production in the Anadarko Basin to Gulf Coast markets, including markets serving the Liquefaction Projects. The Midship Project was placed in service in April 2020.

Restrictive Debt Covenants

As of December 31, 2020, each of our issuers was in compliance with all covenants related to their respective debt agreements.

LIBOR

The use of LIBOR is expected to be phased out by the end of 2021. It is currently unclear whether LIBOR will be utilized beyond that date or whether it will be replaced by a particular rate. We intend to continue working with our lenders and counterparties to pursue any amendments to our debt and derivative agreements that are currently subject to LIBOR and will continue to monitor, assess and plan for the phase out of LIBOR.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash for the years ended December 31, 2020, 2019 and 2018 (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table. 

	Year Ended December 31,
	2020		2019		2018
Sources of cash, cash equivalents and restricted cash:
Net cash provided by operating activities	$	1,265	$	1,833	$	1,990
Proceeds from issuances of debt	7,823		6,434		4,285
Other	3		4		14
	$	9,091	$	8,271	$	6,289
Uses of cash, cash equivalents and restricted cash:
Property, plant and equipment, net	$	(1,839)	$	(3,056)	$	(3,643)
Investment in equity method investment	(100)		(105)		(25)
Repayments of debt	(6,940)		(4,346)		(1,391)
Debt issuance and other financing costs	(125)		(51)		(66)
Debt modification or extinguishment costs	(172)		(15)		(17)
Distributions and dividends to non-controlling interest	(626)		(590)		(576)
Payments related to tax withholdings for share-based compensation	(43)		(19)		(20)
Repurchase of common stock	(155)		(249)		—
Other	(8)		(2)		(8)
	(10,008)		(8,433)		(5,746)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(917)	$	(162)	$	543

Operating Cash Flows

Our operating cash net inflows during the years ended December 31, 2020, 2019 and 2018 were $1,265 million, $1,833 million and $1,990 million, respectively. The $568 million decrease in operating cash inflows in 2020 compared to 2019 was primarily related to repayment of paid-in-kind interest related to the redemption of the 2025 CCH HoldCo II Convertible Senior Notes, repurchase of a portion of the 2021 Cheniere Convertible Unsecured Notes and an increase in cash paid for interest, partially offset by the increased cash receipts from the sale of LNG cargoes due to additional LNG volume available to be sold from additional Trains that have reached substantial completion between the periods, a portion of which the customers elected not to take delivery but were required to pay a fixed fee with respect to the contracted volumes. The $157 million decrease in operating cash inflows in 2019 compared to 2018 was primarily related to increased operating costs and expenses, which were partially offset by increased cash receipts from the sale of LNG cargoes, as a result of the additional Trains that were operating at the Liquefaction Projects in 2019.

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Proceeds from Issuance of Debt, Repayments of Debt, Debt Issuance and Other Financing Costs and Debt Modification or Extinguishment Costs

During the year ended December 31, 2020, we issued an aggregate principal amount of $4.8 billion in senior secured notes to refinance our near-term debt and repay or prepay the outstanding indebtedness under our credit facilities and convertible notes. Borrowings of $3.1 billion under our credit facilities were used to redeem or repurchase our convertible notes, to fund our working capital requirements or for general corporate purposes. We incurred $125 million of debt issuance costs primarily related to up-front fees paid and $172 million of debt modification or extinguishment costs upon the closing of these transactions.

During the year ended December 31, 2019, we issued an aggregate principal amount of $4.2 billion in senior notes to prepay the outstanding indebtedness under our credit facilities. Borrowings of $2.2 billion under our credit facilities were used for funding future capital expenditures in connection with the construction costs for the Liquefaction Projects, to fund our working capital requirements or for general corporate purposes. We incurred $51 million of debt issuance costs primarily related to up-front fees paid and $15 million of debt modification or extinguishment costs upon the closing of these transactions.

During the year ended December 31, 2018, we issued an aggregate principal amount of $1.1 billion in senior notes to prepay the outstanding indebtedness under our credit facilities. Borrowings of $3.2 billion under our credit facilities during the year were used for funding future capital expenditures in connection with the construction costs for the Liquefaction Projects, to fund our working capital requirements or for general corporate purposes. We incurred $66 million of debt issuance costs primarily related to up-front fees paid and $17 million of debt modification or extinguishment costs upon the closing of these transactions.

Property, Plant and Equipment, net

Cash outflows for property, plant and equipment were primarily for the construction costs for the Liquefaction Projects. These costs are capitalized as construction-in-process until achievement of substantial completion.

Distributions and Dividends to Non-controlling Interest

We own a 48.6% limited partner interest in Cheniere Partners, with the remaining non-controlling interest held by The Blackstone Group Inc., Brookfield Asset Management Inc. and the public, to whom we paid distributions and dividends during the years ended December 31, 2020, 2019 and 2018.

Investment in Equity Method Investment

We invested $100 million, $105 million and $25 million in Midship Holdings, our equity method investment, during the years ended December 31, 2020, 2019 and 2018, respectively.

Repurchase of Common Stock

During the years ended December 31, 2020 and 2019, we paid $155 million and $249 million, respectively, to repurchase approximately 3 million shares and 4 million shares, respectively, of our common stock under the share repurchase program.

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Contractual Obligations

We are committed to make cash payments in the future pursuant to certain of our contracts. The following table summarizes certain contractual obligations in place as of December 31, 2020 (in millions):

	Payments Due By Period (1)
	Total		2021		2022 - 2023		2024 - 2025		Thereafter
Debt (2)	$	30,986	$	566	$	2,838	$	10,579	$	17,003
Interest payments (2)	10,213		1,700		2,868		2,187		3,458
Operating lease obligations (3)	941		197		277		215		252
Finance lease obligations (4)	177		10		20		20		127
Purchase obligations: (5)
Construction obligations (6)	662		399		263		—		—
Natural gas supply, transportation and storage service agreements (7)	15,417		4,477		4,428		2,507		4,005
Other purchase obligations (8)	1,544		222		305		303		714
Total	$	59,940	$	7,571	$	10,999	$	15,811	$	25,559

(1)Agreements in force as of December 31, 2020 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2020.

(2)Based on the total debt balance, scheduled maturities and fixed or estimated forward interest rates in effect at December 31, 2020.  Debt balance is presented net of $501 million in debt discount for outstanding convertible notes with significant spread between the coupon rate and the effective interest rate. The debt discount and the repayment of paid in kind interest are included in interest payments, which is consistent with the presentation in our Consolidated Statements of Cash Flows. Interest payment obligations exclude adjustments for interest rate swap agreements. A discussion of our debt obligations can be found in Note 11—Debt of our Notes to Consolidated Financial Statements.

(3)Operating lease obligations primarily relate to LNG vessel time charters, land sites related to the Liquefaction Projects and corporate office leases. Operating lease obligations do not include $1.6 billion of legally binding minimum lease payments for vessel charters which were executed as of December 31, 2020 but will commence between 2021 and 2022 and have fixed minimum lease terms of up to seven years. A discussion of our lease obligations can be found in Note 12—Leases of our Notes to Consolidated Financial Statements.

(4)Finance lease obligations consist of tug leases supporting the CCL Project, as further discussed in Note 12—Leases of our Notes to Consolidated Financial Statements.

(5)Purchase obligations consist of agreements to purchase goods or services that are enforceable and legally binding that specify fixed or minimum quantities to be purchased. We include only contracts for which conditions precedent have been met. As project milestones and other conditions precedent are achieved, our obligations are expected to increase accordingly. We include contracts for which we have an early termination option if the option is not expected to be exercised.

(6)Construction obligations primarily consist of the estimated remaining cost pursuant to our EPC contracts as of December 31, 2020 for projects with respect to which we have made an FID to commence construction. A discussion of these obligations can be found at Note 20—Commitments and Contingencies of our Notes to Consolidated Financial Statements.

(7)Pricing of natural gas supply agreements is based on estimated forward prices and basis spreads as of December 31, 2020. Natural gas supply, transportation and storage service agreements includes $1.5 billion in payments under agreements with related parties as discussed in Note 14—Related Party Transactions of our Notes to Consolidated Financial Statements.

(8)Other purchase obligations primarily relate to payments under SPL’s partial TUA assignment agreement with Total as discussed in Note 13—Revenues from Contracts with Customers of our Notes to Consolidated Financial Statements.

In addition, as of December 31, 2020, we had $830 million aggregate amount of issued letters of credit under our credit facilities. We also had tax agreements with certain local taxing jurisdictions for an aggregate amount of $196 million to be paid through 2033, based on estimated tax obligations as of December 31, 2020.

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Off-Balance Sheet Arrangements

As of December 31, 2020, we had no transactions that met the definition of off-balance sheet arrangements that may have a current or future material effect on our consolidated financial position or operating results.

Summary of Critical Accounting Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the valuation of derivative instruments. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve significant judgment.

Fair Value of Derivative Instruments

All derivative instruments, other than those that satisfy specific exceptions, are recorded at fair value. We record changes in the fair value of our derivative positions based on the value for which the derivative instrument could be exchanged between willing parties. If market quotes are not available to estimate fair value, management’s best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or determined through industry-standard valuation approaches. Such evaluations may involve significant judgment and the results are based on expected future events or conditions, particularly for those valuations using inputs unobservable in the market.

Our derivative instruments consist of interest rate swaps, financial commodity derivative contracts transacted in an over-the-counter market, physical commodity contracts and foreign currency exchange (“FX”) contracts. We value our interest rate swaps using observable inputs including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. Valuation of our financial commodity derivative contracts is determined using observable commodity price curves and other relevant data. We estimate the fair values of our FX derivative instruments using observable FX rates and other relevant data.

Valuation of our physical commodity contracts is predominantly driven by observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including evaluating whether the respective market is available as pipeline infrastructure is developed. The fair value of our physical commodity contracts incorporates risk premiums related to the satisfaction of conditions precedent, such as completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow. A portion of our physical commodity contracts require us to make critical accounting estimates that involve significant judgment, as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity, volatility and contract duration.

Gains and losses on derivative instruments are recognized in earnings. The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a change in the estimated fair value could occur in the near future as interest rates, commodity prices and FX rates change.

Recent Accounting Standards

For descriptions of recently issued accounting standards, see Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketing and Trading Commodity Price Risk

We have entered into commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project, the CCL Project and potential future development of Corpus Christi Stage 3 (“Liquefaction Supply Derivatives”). We have also entered into financial derivatives to hedge the exposure to the commodity markets in

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which we have contractual arrangements to purchase or sell physical LNG (“LNG Trading Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives and the LNG Trading Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location and a 10% change in the commodity price for LNG, respectively, as follows (in millions):

	December 31, 2020				December 31, 2019
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	240	$	204	$	149	$	179
LNG Trading Derivatives	(134)		44		165		22

Interest Rate Risk

We are exposed to interest rate risk primarily when we incur debt related to project financing. Interest rate risk is managed in part by replacing outstanding floating-rate debt with fixed-rate debt with varying maturities. CCH has entered into interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the CCH Credit Facility (“CCH Interest Rate Derivatives”) and to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives”). In order to test the sensitivity of the fair value of the CCH Interest Rate Derivatives to changes in interest rates, management modeled a 10% change in the forward one-month LIBOR curve across the remaining terms of the CCH Interest Rate Derivatives and CCH Interest Rate Forward Start Derivatives as follows (in millions):

	December 31, 2020				December 31, 2019
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
CCH Interest Rate Derivatives	$	(140)	$	1	$	(81)	$	19
CCH Interest Rate Forward Start Derivatives	—		—		(8)		15

Foreign Currency Exchange Risk

We have entered into foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with operations in countries outside of the United States (“FX Derivatives”). In order to test the sensitivity of the fair value of the FX Derivatives to changes in FX rates, management modeled a 10% change in FX rate between the U.S. dollar and the applicable foreign currencies as follows (in millions):

	December 31, 2020				December 31, 2019
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
FX Derivatives	$	(22)	$	2	$	4	$	—

See Note 7—Derivative Instruments for additional details about our derivative instruments.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE ENERGY, INC. AND SUBSIDIARIES

Management’s Report to the Stockholders of Cheniere Energy, Inc.	71
Reports of Independent Registered Public Accounting Firm	72
Consolidated Statements of Operations	75
Consolidated Balance Sheets	76
Consolidated Statements of Stockholders’ Equity	77
Consolidated Statements of Cash Flows	78
Notes to Consolidated Financial Statements	79
Note 1—Organization and Nature of Operations	79
Note 2—Summary of Significant Accounting Policies	79
Note 3—Restricted Cash	86
Note 4—Accounts and Other Receivables	87
Note 5—Inventory	87
Note 6—Property, Plant and Equipment	87
Note 7—Derivative Instruments	88
Note 8—Other Non-current Assets	93
Note 9—Non-controlling Interest and Variable Interest Entities	94
Note 10—Accrued Liabilities	95
Note 11—Debt	96
Note 12—Leases	100
Note 13—Revenues from Contracts with Customers	103
Note 14—Related Party Transactions	106
Note 15—Income Taxes	107
Note 16—Share-based Compensation	109
Note 17—Employee Benefit Plan	111
Note 18—Net Income (Loss) per Share Attributable to Common Stockholders	112
Note 19—Share Repurchase Program	112
Note 20—Commitments and Contingencies	113
Note 21—Customer Concentration	115
Note 22—Supplemental Cash Flow Information	115
Note 23—Subsequent Events	116
Supplemental Information to Consolidated Financial Statements—Quarterly Financial Data	117

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MANAGEMENT’S REPORT TO THE STOCKHOLDERS OF CHENIERE ENERGY, INC.

Management’s Report on Internal Control Over Financial Reporting

As management, we are responsible for establishing and maintaining adequate internal control over financial reporting for Cheniere Energy, Inc. and its subsidiaries (“Cheniere”). In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, we have conducted an assessment, including testing using the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Cheniere’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.

Based on our assessment, we have concluded that Cheniere maintained effective internal control over financial reporting as of December 31, 2020, based on criteria in Internal Control—Integrated Framework (2013) issued by the COSO.

Cheniere’s independent registered public accounting firm, KPMG LLP, has issued an audit report on Cheniere’s internal control over financial reporting as of December 31, 2020, which is contained in this Form 10-K.

Management’s Certifications

The certifications of Cheniere’s Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act of 2002 have been included as Exhibits 31 and 32 in Cheniere’s Form 10-K.

CHENIERE ENERGY, INC.

By:	/s/ Jack A. Fusco	By:	/s/ Zach Davis
	Jack A. Fusco		Zach Davis
	President and Chief Executive Officer (Principal Executive Officer)		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

71

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Cheniere Energy, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cheniere Energy, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of the level 3 physical liquefaction supply derivatives

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company recorded fair value of level 3 physical liquefaction supply derivatives of $241 million, as of December 31, 2020. The physical liquefaction supply derivatives consist of natural gas supply contracts for the operation of the liquefied natural gas facilities. The fair value of the level 3 physical liquefaction supply derivatives is developed through the use of internal models which incorporate significant unobservable inputs.

We identified the evaluation of the fair value of the level 3 physical liquefaction supply derivatives as a critical audit matter. Specifically, there is subjectivity in certain assumptions used to estimate the fair value, including assumptions for

72

future prices of energy units for unobservable periods and liquidity. Additionally, the fair value for certain of the liquefaction supply derivatives is derived through the use of complex models, which also include assumptions for volatility.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the valuation of the level 3 physical liquefaction supply derivatives. This included controls related to the assumptions for significant unobservable inputs and the fair value models. For the level 3 liquefaction supply derivatives selected, we involved valuation professionals with specialized skills who assisted in:

•assessing the models and volatility used by the Company in its valuation by developing independent fair value estimates and comparing the independently developed estimates to the Company’s fair value estimates

•testing the future prices of energy units for unobservable periods and liquidity assumptions by comparing to market data, including quoted or published forward prices for similar commodities.

In addition, we evaluated the Company’s assumptions for future prices of energy units for unobservable periods and liquidity by comparing to market or third-party data, including adjustments for third party quoted transportation prices.

/s/    KPMG LLP

KPMG LLP

We have served as the Company’s auditor since 2014.

Houston, Texas

February 23, 2021

73

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Cheniere Energy, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Cheniere Energy, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and our report dated February 23, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    KPMG LLP

KPMG LLP

Houston, Texas

February 23, 2021

74

CHENIERE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended December 31,
	2020		2019		2018
Revenues
LNG revenues	$	8,924	$	9,246	$	7,572
Regasification revenues	269		266		261
Other revenues	165		218		154
Total revenues	9,358		9,730		7,987
Operating costs and expenses
Cost of sales (excluding items shown separately below)	4,161		5,079		4,597
Operating and maintenance expense	1,320		1,154		613
Development expense	6		9		7
Selling, general and administrative expense	302		310		289
Depreciation and amortization expense	932		794		449
Impairment expense and loss on disposal of assets	6		23		8
Total operating costs and expenses	6,727		7,369		5,963
Income from operations	2,631		2,361		2,024
Other income (expense)
Interest expense, net of capitalized interest	(1,525)		(1,432)		(875)
Loss on modification or extinguishment of debt	(217)		(55)		(27)
Interest rate derivative gain (loss), net	(233)		(134)		57
Other income (expense), net	(112)		(25)		48
Total other expense	(2,087)		(1,646)		(797)
Income before income taxes and non-controlling interest	544		715		1,227
Income tax benefit (provision)	(43)		517		(27)
Net income	501		1,232		1,200
Less: net income attributable to non-controlling interest	586		584		729
Net income (loss) attributable to common stockholders	$	(85)	$	648	$	471
Net income (loss) per share attributable to common stockholders—basic	$	(0.34)	$	2.53	$	1.92
Net income (loss) per share attributable to common stockholders—diluted	$	(0.34)	$	2.51	$	1.90
Weighted average number of common shares outstanding—basic	252.4		256.2		245.6
Weighted average number of common shares outstanding—diluted	252.4		258.1		248.0

The accompanying notes are an integral part of these consolidated financial statements.

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CHENIERE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (1)

(in millions, except share data)

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	1,628	$	2,474
Restricted cash	449		520
Accounts and other receivables, net	647		491
Inventory	292		312
Derivative assets	32		323
Other current assets	121		92
Total current assets	3,169		4,212
Property, plant and equipment, net	30,421		29,673
Operating lease assets, net	759		439
Non-current derivative assets	376		174
Goodwill	77		77
Deferred tax assets	489		529
Other non-current assets, net	406		388
Total assets	$	35,697	$	35,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	35	$	66
Accrued liabilities	1,175		1,281
Current debt	372		—
Deferred revenue	138		161
Current operating lease liabilities	161		236
Derivative liabilities	313		117
Other current liabilities	2		13
Total current liabilities	2,196		1,874
Long-term debt, net	30,471		30,774
Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	57		58
Non-current derivative liabilities	151		151
Other non-current liabilities	7		11
Commitments and contingencies (see Note 20)
Stockholders’ equity
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued	—		—
Common stock, $0.003 par value, 480.0 million shares authorized
Issued: 273.1 million shares and 270.7 million shares at December 31, 2020 and 2019, respectively
Outstanding: 252.3 million shares and 253.6 million shares at December 31, 2020 and 2019, respectively	1		1
Treasury stock: 20.8 million shares and 17.1 million shares at December 31, 2020 and 2019, respectively, at cost	(872)		(674)
Additional paid-in-capital	4,273		4,167
Accumulated deficit	(3,593)		(3,508)
Total stockholders' deficit	(191)		(14)
Non-controlling interest	2,409		2,449
Total equity	2,218		2,435
Total liabilities and stockholders’ equity	$	35,697	$	35,492

(1)     Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

The accompanying notes are an integral part of these consolidated financial statements.

76

CHENIERE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

	Total Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Non-controlling Interest		Total Equity
	Shares	Par Value Amount		Shares	Amount
Balance at December 31, 2017	237.6	$	1	12.5	$	(386)	$	3,248	$	(4,627)	$	3,004	$	1,240
Vesting of restricted stock units	0.5	—		—	—		—		—		—		—
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments	19.2	—		—	—		694		—		(702)		(8)
Share-based compensation	—	—		—	—		90		—		—		90
Shares withheld from employees related to share-based compensation, at cost	(0.3)	—		0.3	(20)		—		—		—		(20)
Net income attributable to non-controlling interest	—	—		—	—		—		—		729		729
Equity portion of convertible notes, net	—	—		—	—		3		—		—		3
Distributions and dividends to non-controlling interest	—	—		—	—		—		—		(576)		(576)
Net income	—	—		—	—		—		471		—		471
Balance at December 31, 2018	257.0	1		12.8	(406)		4,035		(4,156)		2,455		1,929
Vesting of restricted stock units	0.9	—		—	—		—		—		—		—
Share-based compensation	—	—		—	—		131		—		—		131
Shares withheld from employees related to share-based compensation, at cost	(0.3)	—		0.3	(19)		—		—		—		(19)
Shares repurchased, at cost	(4.0)	—		4.0	(249)		—		—		—		(249)
Net income attributable to non-controlling interest	—	—		—	—		—		—		584		584
Equity portion of convertible notes, net	—	—		—	—		1		—		—		1
Distributions and dividends to non-controlling interest	—	—		—	—		—		—		(590)		(590)
Net income	—	—		—	—		—		648		—		648
Balance at December 31, 2019	253.6	1		17.1	(674)		4,167		(3,508)		2,449		2,435
Vesting of restricted stock units and performance stock units	2.4	—		—	—		—		—		—		—
Share-based compensation	—	—		—	—		114		—		—		114
Issued shares withheld from employees related to share-based compensation, at cost	(0.8)	—		0.8	(43)		—		—		—		(43)
Shares repurchased, at cost	(2.9)	—		2.9	(155)		—		—		—		(155)
Net loss attributable to non-controlling interest	—	—		—	—		—		—		586		586
Reacquisition of equity component of convertible notes, net of tax	—	—		—	—		(8)		—		—		(8)
Distributions and dividends to non-controlling interest	—	—		—	—		—		—		(626)		(626)
Net loss	—	—		—	—		—		(85)		—		(85)
Balance at December 31, 2020	252.3	$	1	20.8	$	(872)	$	4,273	$	(3,593)	$	2,409	$	2,218

The accompanying notes are an integral part of these consolidated financial statements.

77

CHENIERE ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2020		2019		2018
Cash flows from operating activities
Net income	$	501	$	1,232	$	1,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	932		794		449
Share-based compensation expense	110		131		113
Non-cash interest expense	51		143		74
Amortization of debt issuance costs, premium and discount	114		103		69
Non-cash operating lease costs	291		350		—
Loss on modification or extinguishment of debt	217		55		27
Total losses (gains) on derivatives, net	211		(400)		51
Net cash provided by settlement of derivative instruments	74		138		17
Impairment expense and loss on disposal of assets	6		23		8
Impairment or loss on equity method investments	126		88		—
Deferred taxes	40		(521)		(5)
Repayment of paid-in-kind interest related to repurchase of convertible notes	(911)		—		—
Other	2		—		(5)
Changes in operating assets and liabilities:
Accounts and other receivables, net	(154)		1		(133)
Inventory	21		11		(73)
Other current assets	(27)		(18)		(15)
Accounts payable and accrued liabilities	54		52		188
Deferred revenue	(23)		22		26
Operating lease liabilities	(277)		(366)		—
Finance lease liabilities	—		1		—
Other, net	(93)		(6)		(1)
Net cash provided by operating activities	1,265		1,833		1,990
Cash flows from investing activities
Property, plant and equipment, net	(1,839)		(3,056)		(3,643)
Investment in equity method investment	(100)		(105)		(25)
Other	(8)		(2)		14
Net cash used in investing activities	(1,947)		(3,163)		(3,654)
Cash flows from financing activities
Proceeds from issuances of debt	7,823		6,434		4,285
Repayments of debt	(6,940)		(4,346)		(1,391)
Debt issuance and other financing costs	(125)		(51)		(66)
Debt modification or extinguishment costs	(172)		(15)		(17)
Distributions and dividends to non-controlling interest	(626)		(590)		(576)
Payments related to tax withholdings for share-based compensation	(43)		(19)		(20)
Repurchase of common stock	(155)		(249)		—
Other	3		4		(8)
Net cash provided by (used in) financing activities	(235)		1,168		2,207
Net decrease in cash, cash equivalents and restricted cash	(917)		(162)		543
Cash, cash equivalents and restricted cash—beginning of period	2,994		3,156		2,613
Cash, cash equivalents and restricted cash—end of period	$	2,077	$	2,994	$	3,156

Balances per Consolidated Balance Sheets:

	December 31,
	2020		2019
Cash and cash equivalents	$	1,628	$	2,474
Restricted cash	449		520
Total cash, cash equivalents and restricted cash	$	2,077	$	2,994

The accompanying notes are an integral part of these consolidated financial statements.

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NOTE 1—ORGANIZATION AND NATURE OF OPERATIONS

Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We are operating and constructing two natural gas liquefaction and export facilities at Sabine Pass and Corpus Christi.

The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners, through its subsidiary SPL, is currently operating five natural gas liquefaction Trains and is constructing one additional Train that is expected to be substantially completed in the second half of 2022, for a total production capacity of approximately 30 mtpa of LNG (the “SPL Project”) at the Sabine Pass LNG terminal. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ subsidiary, SPLNG, that include pre-existing infrastructure of five LNG storage tanks, two marine berths and vaporizers and an additional marine berth that is under construction. Cheniere Partners also owns a 94-mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”) through its subsidiary, CTPL. As of December 31, 2020, we owned 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners.

The Corpus Christi LNG terminal is located near Corpus Christi, Texas and is operated and constructed by our subsidiary, CCL. We are currently operating two Trains and one additional Train is undergoing commissioning for a total production capacity of approximately 15 mtpa of LNG. We also operate a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Trains, the “CCL Project”) through our subsidiary, CCP. The CCL Project, once fully constructed, will contain three LNG storage tanks and two marine berths.

Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project (“Corpus Christi Stage 3”) through our subsidiary CCL Stage III, for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG. We received approval from FERC in November 2019 to site, construct and operate the expansion project.

We remain focused on operational excellence and customer satisfaction. Increasing demand of LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We hold significant land positions at both the Sabine Pass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a final investment decision (“FID”).

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our Consolidated Financial Statements have been prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Partners and its wholly owned subsidiaries. For those consolidated subsidiaries in which our ownership is less than 100%, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on our Consolidated Statement of Operations. All intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting, with our share of earnings or losses reported in other income (expense) on our Consolidated Statement of Operations. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for our proportionate share of earnings, losses and distributions. Investments accounted for using the equity method of accounting are reported as a component of other noncurrent assets.

We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”).  Generally, a VIE is an entity that

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does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We plan to adopt this guidance on January 1, 2022 and are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

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 debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to fair value measurements, revenue recognition, property, plant and equipment, derivative instruments, leases, goodwill, asset retirement obligations (“AROs”), share-based compensation and income taxes including valuation allowances for deferred tax assets, as further discussed under the respective sections within this note. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs that are directly or indirectly observable for the asset or liability, other than quoted prices included within Level 1. Hierarchy Level 3 inputs are inputs that are not observable in the market.

In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates.

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Recurring fair-value measurements are performed for derivative instruments as disclosed in Note 7—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Non-financial assets and liabilities initially measured at fair value include intangible assets, goodwill and AROs.

Revenue Recognition

We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function that are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets.

Accounts and Notes Receivable

Accounts and notes receivable are reported net of any current expected credit losses. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Current expected credit losses consider the risk of loss based on past events, current conditions and reasonable and supportable forecasts. A counterparty’s ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness, contract terms, payment status, and other risks or available financial assurances. Adjustments to current expected credit losses are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. As of December 31, 2020 and 2019, we had current expected credit losses on our accounts and notes receivable of $5 million and zero, respectively.

Inventory

LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued.

Accounting for LNG Activities

Generally, we begin capitalizing the costs of our LNG terminals once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with preliminary front-end engineering and design work, costs of securing necessary regulatory approvals and other preliminary investigation and development activities related to our LNG terminals.

Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land acquisition costs, detailed engineering design work and certain permits that are capitalized as other non-current assets. The

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costs of lease options are amortized over the life of the lease once obtained. If no land or lease is obtained, the costs are expensed.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in impairment expense and loss (gain) on disposal of assets.

Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

We did not record any impairments related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018.

Interest Capitalization

We capitalize interest costs during the construction period of our LNG terminals and related assets as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset.

Regulated Natural Gas Pipelines

The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. 

Items that may influence our assessment are:

•inability to recover cost increases due to rate caps and rate case moratoriums;  

•inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings;  

•excess capacity;  

•increased competition and discounting in the markets we serve; and  

•impacts of ongoing regulatory initiatives in the natural gas industry.

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Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service.

Derivative Instruments

We use derivative instruments to hedge our exposure to cash flow variability from interest rate, commodity price and foreign currency exchange (“FX”) rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for, and we elect, the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis.

Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria. We did not have any derivative instruments designated as cash flow or fair value hedges during the years ended December 31, 2020, 2019 and 2018. See Note 7—Derivative Instruments for additional details about our derivative instruments.

Leases

We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and subsequent amendments thereto (“ASC 842”) on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard resulted in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

We determine if an arrangement is, or contains, a lease at inception of the arrangement. When we determine the arrangement is, or contains, a lease, we classify the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on our Consolidated Balance Sheets by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Operating and finance lease right-of-use assets and liabilities are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate in the lease if readily determinable. In the absence of a readily determinable implicitly interest rate, we discount our expected future lease payments using our relevant subsidiary’s incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability, only to the extent they are reasonably certain to be exercised. We have elected practical expedients to (1) omit leases with an initial term of 12 months or less from recognition on our balance sheet and (2) to combine both the lease and non-lease components of an arrangement in calculating the right-of-use asset and lease liability for all classes of leased assets.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term.

Operating leases are included in operating lease assets, net, current operating lease liabilities and non-current operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net, other current liabilities and non-current finance lease liabilities on our Consolidated Balance Sheets. See Note 12—Leases for additional details about our leases.

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Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date.

The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within other current assets. Our interest rate and FX derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments.

SPL has entered into fixed price long-term SPAs generally with terms of 20 years with eight third parties, CCL has entered into fixed price long-term SPAs generally with terms of 20 years with nine third parties and our integrated marketing function has entered into a limited number of long-term SPAs with third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 21—Customer Concentration for additional details about our customer concentration.

SPLNG has entered into two long-term TUAs with third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of A.

Goodwill

Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired.  Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired.  Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value.  We test goodwill for impairment by either performing a qualitative assessment or a quantitative test.  The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.  We may elect not to perform the qualitative assessment and instead perform a quantitative impairment test.  Significant judgment is required in estimating the fair value of the reporting unit and performing quantitative goodwill impairment tests.

We completed our annual assessment of goodwill impairment as of October 1st by performing a qualitative assessment; the tests indicated it is more likely than not that there was no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events.

Debt

Our debt consists of current and long-term secured and unsecured debt securities, convertible debt securities and credit facilities with banks and other lenders.  Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors.

Debt is recorded on our Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. If debt issuance costs are incurred in connection with a line of credit

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arrangement or on undrawn funds, they are presented as an asset on our Consolidated Balance Sheets. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment or modification of debt are recorded in gain (loss) on modification or extinguishment of debt on our Consolidated Statements of Operations.

Asset Retirement Obligations

We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset.

We have not recorded an ARO associated with the Sabine Pass LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial.

We have not recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly.

Share-based Compensation

We have awarded share-based compensation in the form of stock, restricted stock, restricted stock units, performance stock units and phantom units that are more fully described in Note 16—Share-based Compensation. We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value and not subsequently remeasured unless modified. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation costs are remeasured at fair value through settlement or maturity. We account for forfeitures as they occur.

Non-controlling Interests

When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are generally recognized within equity. See Note 9—Non-controlling Interest and Variable Interest Entities for additional details about our non-controlling interest.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in our Consolidated Financial

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Statements. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes.

A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable.

We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

Net Income (Loss) Per Share

Basic net income (loss) per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. The dilutive effect of unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the treasury or if-converted method.

Business Segment

We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers.

NOTE 3—RESTRICTED CASH

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of December 31, 2020 and 2019, restricted cash consisted of the following (in millions):

	December 31,
	2020		2019
Current restricted cash
SPL Project	$	97	$	181
CCL Project	70		80
Cash held by our subsidiaries that is restricted to Cheniere	282		259
Total current restricted cash	$	449	$	520

Pursuant to the accounts agreements entered into with the collateral trustees for the benefit of SPL’s debt holders and CCH’s debt holders, SPL and CCH are required to deposit all cash received into reserve accounts controlled by the collateral trustees.  The usage or withdrawal of such cash is restricted to the payment of liabilities related to the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) and other restricted payments. The majority of the cash held by our subsidiaries that is restricted to Cheniere relates to advance funding for operation and construction needs of the Liquefaction Projects.

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NOTE 4—ACCOUNTS AND OTHER RECEIVABLES

As of December 31, 2020 and 2019, accounts and other receivables, net consisted of the following (in millions):

	December 31,
	2020		2019
Trade receivables
SPL and CCL	$	482	$	328
Cheniere Marketing	113		113
Other accounts receivable	52		50
Total accounts and other receivables, net	$	647	$	491

NOTE 5—INVENTORY

As of December 31, 2020 and 2019, inventory consisted of the following (in millions):

	December 31,
	2020		2019
Natural gas	$	26	$	16
LNG	27		67
LNG in-transit	88		93
Materials and other	151		136
Total inventory	$	292	$	312

NOTE 6—PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2020 and 2019, property, plant and equipment, net consisted of the following (in millions):

	December 31,
	2020		2019
LNG terminal costs
LNG terminal and interconnecting pipeline facilities	$	27,475	$	27,305
LNG site and related costs	324		322
LNG terminal construction-in-process	5,378		3,903
Accumulated depreciation	(2,935)		(2,049)
Total LNG terminal costs, net	30,242		29,481
Fixed assets and other
Computer and office equipment	25		23
Furniture and fixtures	19		22
Computer software	117		110
Leasehold improvements	45		42
Land	59		59
Other	25		21
Accumulated depreciation	(164)		(141)
Total fixed assets and other, net	126		136
Assets under finance lease
Tug vessels	60		60
Accumulated depreciation	(7)		(4)
Total assets under finance lease, net	53		56
Property, plant and equipment, net	$	30,421	$	29,673

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The following table shows depreciation expense and offsets to LNG terminal costs during the years ended December 31, 2020 and 2019 (in millions):

	Year Ended December 31,
	2020		2019		2018
Depreciation expense	$	926	$	788	$	445
Offsets to LNG terminal costs (1)	19		301		140

(1)    We realize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Projects during the testing phase for its construction.

LNG Terminal Costs

Our LNG terminals are depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of our LNG terminals have depreciable lives between 7 and 50 years, as follows:

Components	Useful life (yrs)
LNG storage tanks	50
Natural gas pipeline facilities	40
Marine berth, electrical, facility and roads	35
Water pipelines	30
Regasification processing equipment	30
Sendout pumps	20
Liquefaction processing equipment	7-50
Other	10-30

Fixed Assets and Other

Our fixed assets and other are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets.

NOTE 7—DERIVATIVE INSTRUMENTS

We have entered into the following derivative instruments that are reported at fair value:

•interest rate swaps (“CCH Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on CCH’s amended and restated credit facility (the “CCH Credit Facility”) and previously, to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives” and, collectively with the CCH Interest Rate Derivatives, the “Interest Rate Derivatives”);

•commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3 (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (collectively, the “Liquefaction Supply Derivatives”);

•financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (“LNG Trading Derivatives”); and

•foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with both LNG Trading Derivatives and operations in countries outside of the United States (“FX Derivatives”).

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow or fair value hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process.

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The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2020 and 2019, which are classified as derivative assets, non-current derivative assets, derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions):

	Fair Value Measurements as of
	December 31, 2020								December 31, 2019
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
CCH Interest Rate Derivatives liability	$	—	$	(140)	$	—	$	(140)	$	—	$	(81)	$	—	$	(81)
CCH Interest Rate Forward Start Derivatives liability	—		—		—		—		—		(8)		—		(8)
Liquefaction Supply Derivatives asset (liability)	5		(6)		241		240		5		6		138		149
LNG Trading Derivatives asset (liability)	(3)		(131)		—		(134)		—		165		—		165
FX Derivatives asset (liability)	—		(22)		—		(22)		—		4		—		4

We value our Interest Rate Derivatives using an income-based approach utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our LNG Trading Derivatives and our Liquefaction Supply Derivatives using a market or option-based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data. We value our FX Derivatives with a market approach using observable FX rates and other relevant data.

The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including evaluating whether the respective market is available as pipeline infrastructure is developed. The fair value of our Physical Liquefaction Supply Derivatives incorporates risk premiums related to the satisfaction of conditions precedent, such as completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow. As of December 31, 2020 and 2019, some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure was under development to accommodate marketable physical gas flow.

We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity, volatility and contract duration.

The Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2020:

	Net Fair Value Asset (in millions)	Valuation Approach	Significant Unobservable Input	Range of Significant Unobservable Inputs / Weighted Average (1)
Physical Liquefaction Supply Derivatives	$241	Market approach incorporating present value techniques	Henry Hub basis spread	$(0.532) - $0.092 / $(0.030)
		Option pricing model	International LNG pricing spread, relative to Henry Hub (2)	117% - 480% / 155%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)Spread contemplates U.S. dollar-denominated pricing.

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Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of our Physical Liquefaction Supply Derivatives.

The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
Balance, beginning of period	$	138	$	(29)	$	43
Realized and mark-to-market gains (losses):
Included in cost of sales	156		(77)		(13)
Purchases and settlements:
Purchases	5		199		(31)
Settlements	(65)		44		(29)
Transfers into Level 3, net (1)	7		1		1
Balance, end of period	$	241	$	138	$	(29)
Change in unrealized gain (loss) relating to instruments still held at end of period	$	156	$	(77)	$	(13)

(1)Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements.

Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for the unconditional right of set-off in the event of default. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Additionally, counterparties are at risk that we will be unable to meet our commitments in instances where our derivative instruments are in a liability position. We incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees.

Interest Rate Derivatives

CCH has entered into interest rate swaps to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the CCH Credit Facility. CCH previously also had interest rate swaps to hedge against changes in interest rates that could impact anticipated future issuance of debt. In August 2020, we settled the outstanding CCH Interest Rate Forward Start Derivatives.

Cheniere Partners previously had interest rate swaps (“CQP Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its credit facilities. In October 2018, Cheniere Partners terminated the CQP Interest Rate Derivatives related to the 2016 CQP Credit Facilities.

As of December 31, 2020, we had the following Interest Rate Derivatives outstanding:

	Notional Amounts
	December 31, 2020	December 31, 2019	Maturity Date	Weighted Average Fixed Interest Rate Paid	Variable Interest Rate Received
CCH Interest Rate Derivatives	$4.6 billion	$4.5 billion	May 31, 2022	2.30%	One-month LIBOR

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The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
CCH Interest Rate Derivatives gain (loss)	$	(138)	$	(101)	$	43
CCH Interest Rate Forward Start Derivatives loss	(95)		(33)		—
CQP Interest Rate Derivatives gain	—		—		14

Commodity Derivatives

SPL, CCL and CCL Stage III have entered into physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3, respectively, which are primarily indexed to the natural gas market and international LNG indices. The remaining terms of the index-based physical natural gas supply contracts range up to approximately 15 years, some of which commence upon the satisfaction of certain events or states of affairs.

We have entered into, and may from time to time enter into, financial LNG Trading Derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with LNG purchase and sale transactions.

The following table shows the notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”):

	December 31, 2020		December 31, 2019
	Liquefaction Supply Derivatives	LNG Trading Derivatives	Liquefaction Supply Derivatives	LNG Trading Derivatives
Notional amount, net (in TBtu) (1)	10,483	20	9,177	4

(1)    Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

The following table shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Consolidated Statements of Operations Location (1)	Year Ended December 31,
		2020		2019		2018
LNG Trading Derivatives gain (loss)	LNG revenues	$	(26)	$	402	$	(25)
LNG Trading Derivatives loss	Cost of sales	(42)		(89)		—
Liquefaction Supply Derivatives gain (loss) (2)	LNG revenues	(1)		2		(1)
Liquefaction Supply Derivatives gain (loss) (2)	Cost of sales	94		194		(100)

(1)    Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

(2)    Does not include the realized value associated with derivative instruments that settle through physical delivery.

FX Derivatives

Cheniere Marketing has entered into FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions.

The total notional amount of our FX Derivatives was $786 million and $827 million as of December 31, 2020 and 2019, respectively.

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The following table shows the changes in the fair value, settlements and location of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

		Year Ended December 31,
	Consolidated Statements of Operations Location	2020		2019		2018
FX Derivatives gain (loss)	LNG revenues	$	(3)	$	25	$	18

Fair Value and Location of Derivative Assets and Liabilities on the Consolidated Balance Sheets

The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions):

	December 31, 2020
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	27	$	—	$	5	$	32
Non-current derivative assets	—		—		376		—		—		376
Total derivative assets	—		—		403		—		5		408
Derivative liabilities	(100)		—		(54)		(134)		(25)		(313)
Non-current derivative liabilities	(40)		—		(109)		—		(2)		(151)
Total derivative liabilities	(140)		—		(163)		(134)		(27)		(464)
Derivative asset (liability), net	$	(140)	$	—	$	240	$	(134)	$	(22)	$	(56)
	December 31, 2019
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	93	$	225	$	5	$	323
Non-current derivative assets	—		—		174		—		—		174
Total derivative assets	—		—		267		225		5		497
Derivative liabilities	(32)		(8)		(16)		(60)		(1)		(117)
Non-current derivative liabilities	(49)		—		(102)		—		—		(151)
Total derivative liabilities	(81)		(8)		(118)		(60)		(1)		(268)
Derivative asset (liability), net	$	(81)	$	(8)	$	149	$	165	$	4	$	229

(1)    Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

(2)    Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

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Consolidated Balance Sheets Presentation

Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions):

	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives		LNG Trading Derivatives		FX Derivatives
As of December 31, 2020
Gross assets	$	—	$	—	$	452	$	—	$	6
Offsetting amounts	—		—		(49)		—		(1)
Net assets	$	—	$	—	$	403	$	—	$	5
Gross liabilities	$	(140)	$	—	$	(184)	$	(163)	$	(62)
Offsetting amounts	—		—		21		29		35
Net liabilities	$	(140)	$	—	$	(163)	$	(134)	$	(27)
As of December 31, 2019
Gross assets	$	—	$	—	$	281	$	229	$	9
Offsetting amounts	—		—		(14)		(4)		(4)
Net assets	$	—	$	—	$	267	$	225	$	5
Gross liabilities	$	(81)	$	(8)	$	(126)	$	(60)	$	(6)
Offsetting amounts	—		—		8		—		5
Net liabilities	$	(81)	$	(8)	$	(118)	$	(60)	$	(1)

NOTE 8—OTHER NON-CURRENT ASSETS

As of December 31, 2020 and 2019, other non-current assets, net consisted of the following (in millions):

	December 31,
	2020		2019
Advances made to municipalities for water system enhancements	$	84	$	87
Advances and other asset conveyances to third parties to support LNG terminals	60		55
Advances made under EPC and non-EPC contracts	9		29
Equity method investments	81		108
Debt issuance costs and debt discount, net	42		45
Tax-related payments and receivables	20		20
Contract assets, net	80		18
Other	30		26
Total other non-current assets, net	$	406	$	388

Equity Method Investments

Our equity method investments consist of interests in privately-held companies. In 2017, we acquired an equity interest in Midship Holdings, LLC (“Midship Holdings”), which manages the business and affairs of Midship Pipeline Company, LLC (“Midship Pipeline”). Midship Pipeline is currently operating an approximately 200-mile natural gas pipeline project (the “Midship Project”) that connects production in the Anadarko Basin to Gulf Coast markets. The Midship Project commenced operations in April 2020.

During the year ended December 31, 2020, we recognized other-than-temporary impairment losses of $129 million related to our investment in Midship Holdings. Impairment was precipitated primarily due to declining market conditions in the energy industry and customer credit risk, resulting in a reduction in the fair value of our equity interests. During the year ended December 31, 2019, we recognized losses of $87 million related to our investments in certain equity method investees, including Midship Holdings. Impairments were primarily the result of cost overruns and extended construction timelines for

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operating infrastructure of our investees’ projects, resulting in a reduction of the fair value of our equity interests. The fair values of our equity interests were measured using an income approach, which utilized level 3 fair value inputs such as projected earnings and discount rates, and/or market approach. Impairment losses associated with our equity method investments are presented in other expense, net.

Our investment in Midship Holdings, net of impairment losses, was $80 million and $105 million at December 31, 2020 and 2019, respectively.

NOTE 9—NON-CONTROLLING INTEREST AND VARIABLE INTEREST ENTITY

We own a 48.6% limited partner interest in Cheniere Partners in the form of 239.9 million common units, with the remaining non-controlling interest held by The Blackstone Group Inc., Brookfield Asset Management Inc. and the public. In July 2020, the board of directors of Cheniere Partners’ general partner confirmed and approved that, following the distribution with respect to the three months ended June 30, 2020, the financial tests required for conversion of Cheniere Partners’ subordinated units, all of which were held by us, were met under the terms of Cheniere Partners’ partnership agreement. Accordingly, effective August 17, 2020, the first business day following the payment of the distribution, all of Cheniere Partners’ subordinated units were automatically converted into common units on a one-for-one basis and the subordination period was terminated. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. Cheniere Partners is accounted for as a consolidated VIE.

Cheniere Partners is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Our subsidiary, Cheniere Partners GP, is the general partner of Cheniere Partners. In 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco entered into a unit purchase agreement whereby Cheniere Partners sold 100.0 million Class B units to Blackstone CQP Holdco in a private placement. The board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone CQP Holdco, four directors appointed by us and four independent directors mutually agreed upon by Blackstone CQP Holdco and us and appointed by us. In addition, we provided Blackstone 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 Blackstone CQP Holdco, two directors appointed by us and two independent directors. Blackstone CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone CQP Holdco’s ownership in Cheniere Partners is less than 20% of outstanding common units and subordinated units.

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 Blackstone CQP Holdco. However, we continue to consolidate Cheniere Partners as a result of Blackstone CQP Holdco’s right to maintain one board seat on our Board which creates a de facto agency relationship between Blackstone 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 Cheniere Partners in our Consolidated Financial Statements.

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The following table presents the summarized assets and liabilities (in millions) of Cheniere Partners, our consolidated VIE, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of Cheniere Partners. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third-party assets and liabilities of Cheniere Partners only and exclude intercompany balances that eliminate in consolidation.

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	1,210	$	1,781
Restricted cash	97		181
Accounts and other receivables, net	318		297
Other current assets	182		184
Total current assets	1,807		2,443
Property, plant and equipment, net	16,723		16,368
Other non-current assets, net	287		309
Total assets	$	18,817	$	19,120
LIABILITIES
Current liabilities
Accrued liabilities	$	658	$	709
Other current liabilities	171		210
Total current liabilities	829		919
Long-term debt, net	17,580		17,579
Other non-current liabilities	126		104
Total liabilities	$	18,535	$	18,602

NOTE 10—ACCRUED LIABILITIES

As of December 31, 2020 and 2019, accrued liabilities consisted of the following (in millions): 

	December 31,
	2020		2019
Interest costs and related debt fees	$	245	$	293
Accrued natural gas purchases	576		460
LNG terminals and related pipeline costs	147		327
Compensation and benefits	123		115
Accrued LNG inventory	4		6
Other accrued liabilities	80		80
Total accrued liabilities	$	1,175	$	1,281

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NOTE 11—DEBT

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”)	$	13,650	$	13,650
Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”)	4,100		4,100
CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility	10,217		10,235
CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	—		1,578
Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	3,145		1,903
Unamortized premium, discount and debt issuance costs, net	(641)		(692)
Total long-term debt, net	30,471		30,774
Current debt:
SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		—
CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility	271		—
Cheniere Marketing — trade finance facilities	—		—
Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		—
Unamortized premium, discount and debt issuance costs, net	(3)		—
Total current debt	372		—
Total debt, net	$	30,843	$	30,774

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions):

Years Ending December 31,	Principal Payments
2021	$	747
2022	1,089
2023	1,749
2024	5,556
2025	5,023
Thereafter	17,323
Total	$	31,487

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Issuances and Repayments

The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)	$	2,000
CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2)	769
Cheniere — 2028 Cheniere Senior Secured Notes (3)	2,000
Cheniere — Cheniere Term Loan Facility	2,323
Cheniere — Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	7,547
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1)	$	(2,000)
CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3)	(1,578)
CCH — CCH Credit Facility (2)	(656)
Cheniere — 2021 Cheniere Convertible Unsecured Notes (3)	(844)
Cheniere — Cheniere Term Loan Facility (3)	(2,175)
Cheniere — Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(7,708)

(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

(2)Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs.

(3)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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Credit Facilities and Delayed Draw Term Loan

Below is a summary of our credit facilities and delayed draw term loan outstanding as of December 31, 2020 (in millions):

	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities		CCH Credit Facility (2)		CCH Working Capital Facility		Cheniere Revolving Credit Facility		Cheniere Term Loan Facility (3)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750	$	2,620
Incremental commitments	—		—		1,566		850		500		75
Less:
Outstanding balance	—		—		2,627		140		—		148
Commitments prepaid or terminated	—		750		7,343		—		—		2,175
Letters of credit issued	413		—		—		293		124		—
Available commitment	$	787	$	750	$	—	$	767	$	1,126	$	372
Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%		LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%		(4)
Weighted average interest rate of outstanding balance	n/a		n/a		1.90%		1.40%		n/a		2.15%
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022		June 18, 2023

(1)The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

(2)We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the year ended December 31, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes.

(3)Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

(4)LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity.

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Convertible Notes

Below is a summary of our convertible notes outstanding as of December 31, 2020 (in millions):

	2021 Cheniere Convertible Unsecured Notes (1)			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	625
Add: interest paid-in-kind	320			—
Less: aggregate principal redeemed	(844)			—
Aggregate remaining principal	$	476		$	625
Debt component, net of discount and debt issuance costs	$	470		$	317
Equity component	$	201		$	194
Interest payment method	Paid-in-kind			Cash
Conversion by us (2)	—			(3)
Conversion by holders (2)	(4)			(5)
Conversion basis	Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	—		$	—
Maturity date	May 28, 2021			March 15, 2045
Contractual interest rate	4.875		%	4.25		%
Effective interest rate (6)	8.1		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (7)	0.4 years			24.2 years

(1)$372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

(2)Conversion is subject to various limitations and conditions.

(3)Redeemable at any time at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.

(4)Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date.

(5)Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes, which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events).

(6)Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.

(7)We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity.

Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us, our subsidiaries’ and its restricted subsidiaries’ ability to make certain investments or pay dividends or distributions.

As of December 31, 2020, each of our issuers was in compliance with all covenants related to their respective debt agreements.

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Interest Expense

Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Interest cost on convertible notes:
Interest per contractual rate	$	152	$	256	$	237
Amortization of debt discount	45		40		35
Amortization of debt issuance costs	8		12		9
Total interest cost related to convertible notes	205		308		281
Interest cost on debt and finance leases excluding convertible notes	1,568		1,538		1,397
Total interest cost	1,773		1,846		1,678
Capitalized interest	(248)		(414)		(803)
Total interest expense, net of capitalized interest	$	1,525	$	1,432	$	875

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):

	December 31, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,700	$	27,897	$	22,700	$	24,650
Senior notes — Level 3 (2)	2,771		3,423		2,002		2,259
Credit facilities (3)	2,915		2,915		3,283		3,283
2021 Cheniere Convertible Unsecured Notes (2)	476		480		1,278		1,312
2025 CCH HoldCo II Convertible Senior Notes (2)	—		—		1,578		1,807
2045 Cheniere Convertible Senior Notes (4)	625		496		625		498

(1)The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.

(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 

(3)The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

(4)The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.

NOTE 12—LEASES

Our leased assets consist primarily of (1) LNG vessel time charters (“vessel charters”), (2) tug vessels, (3) office space and facilities and (4) land sites, all of which are classified as operating leases except for our tug vessels at the Corpus Christi LNG terminal, which are classified as finance leases.

Our policy is to recognize leases on our balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. As our leases generally do not provide an implicit rate, in order to calculate the lease liability, we discounted our expected future lease payments using our relevant subsidiary’s incremental borrowing rate at the later of January 1, 2019 or the commencement date of the lease. The incremental borrowing rate is an estimate of the rate of interest that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term.

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Many of our leases contain renewal options exercisable at our sole discretion. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability only to the extent they are reasonably certain to be exercised, such as when necessary to satisfy obligations that existed at the execution of the lease or when the non-renewal would otherwise result in a significant economic penalty.

We have elected the practical expedient to omit leases with an initial term of 12 months or less (“short-term lease”) from recognition on the balance sheet. We recognize short-term lease payments on a straight-line basis over the lease term and variable payments under short-term leases in the period in which the obligation is incurred.

Certain of our leases contain non-lease components which are not separated from the lease components when calculating the right-of-use asset and lease liability per our use of the practical expedient to combine both components of an arrangement for all classes of leased assets.

Certain of our leases also contain variable payments, such as inflation, that are not included when calculating the right-of-use asset and lease liability unless the payments are in-substance fixed.

We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize lease expense for finance leases as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	759	$	439
Right-of-use assets—Financing	Property, plant and equipment, net	53		56
Total right-of-use assets		$	812	$	495
Current operating lease liabilities	Current operating lease liabilities	$	161	$	236
Current finance lease liabilities	Other current liabilities	2		1
Non-current operating lease liabilities	Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	Non-current finance lease liabilities	57		58
Total lease liabilities		$	817	$	484

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,
		2020		2019
Operating lease cost (a)	Operating costs and expenses (1)	$	432	$	612
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization expense	2		3
Interest on lease liabilities	Interest expense, net of capitalized interest	7		10
Total lease cost		$	441	$	625
(a) Included in operating lease cost:
Short-term lease costs		$	93	$	230
Variable lease costs paid to the lessor		16		7

(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.

During the year ended December 31, 2018, we recognized lease expense for all operating leases of $335 million.

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Future annual minimum lease payments for operating and finance leases as of December 31, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)		Finance Leases
2021	$	197	$	10
2022	156		10
2023	121		10
2024	119		10
2025	96		10
Thereafter	252		127
Total lease payments	941		177
Less: Interest	(183)		(118)
Present value of lease liabilities	$	758	$	59

(1)    Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.

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, 2020		December 31, 2019
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.2	17.7	8.4	18.7
Weighted-average discount rate (1)	5.4%	16.2%	5.2%	16.2%

(1)The finance leases 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,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	309	$	389
Operating cash flows from finance leases	10		9
Right-of-use assets obtained in exchange for new operating lease liabilities	615		235

LNG Vessel Subcharters

From time to time, we sublease certain LNG vessels under charter to third parties while retaining our existing obligation to the original lessor. As of December 31, 2020 and 2019, we had zero and $9 million in future minimum sublease payments to be received from LNG vessel subcharters, respectively. The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions):

	Year Ended December 31,
	2020		2019
Fixed Income	$	68	$	122
Variable Income	27		22
Total sublease income	$	95	$	144

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NOTE 13—REVENUES FROM CONTRACTS WITH CUSTOMERS

The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
LNG revenues (1)	$	8,954	$	8,817	$	7,581
Regasification revenues	269		266		261
Other revenues	70		74		54
Total revenues from customers	9,293		9,157		7,896
Net derivative gain (loss) (2)	(30)		429		(9)
Other (3)	95		144		100
Total revenues	$	9,358	$	9,730	$	7,987

(1)    LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

(2)    See Note 7—Derivative Instruments for additional information about our derivatives.

(3)    Includes revenues from LNG vessel subcharters. See Note 12—Leases for additional information about our subleases.

LNG Revenues

We have entered into numerous SPAs with third party customers for the sale of LNG on a free on board (“FOB”) (delivered to the customer at either the Sabine Pass or Corpus Christi LNG terminal) or delivered at terminal (“DAT”) (delivered to the customer at their LNG receiving terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

We intend to primarily use LNG sourced from our Sabine Pass or Corpus Christi terminals to provide contracted volumes to our customers. However, we supplement this LNG with volumes procured from third parties. LNG revenues recognized from LNG that was procured from third parties was $414 million, $268 million and $745 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, either at the Sabine Pass or Corpus Christi LNG terminal or at the customer’s LNG receiving terminal, based on the terms of the contract, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the exception, variable consideration related to the sale of LNG is also not included in the transaction price.

When we sell LNG on a DAT basis, we consider all transportation costs, including vessel chartering, loading/unloading and canal fees, as fulfillment costs and not as separate services provided to the customer within the arrangement, regardless of

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whether or not such activities occur prior to or after the customer obtains control of the LNG. We expense fulfillment costs as incurred unless otherwise dictated by GAAP.

Fees received pursuant to SPAs are recognized as LNG revenues only after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use.

Regasification Revenues

The Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d. Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term TUAs with unaffiliated third-party customers, under which they are required to pay fixed monthly fees regardless of their use of the LNG terminal. Each of the customers has reserved approximately 1 Bcf/d of regasification capacity. The customers are each obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually for 20 years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. The remaining capacity of the Sabine Pass LNG terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation.

Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs.

In 2012, SPL entered into a partial TUA assignment agreement with Total Gas & Power North America, Inc. (“Total”), whereby upon substantial completion of Train 5 of the SPL Project, SPL gained access to substantially all of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Train 6. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA and we continue to recognize the payments received from Total as revenue. During the years ended December 31, 2020, 2019 and 2018, SPL recorded $129 million, $104 million and $30 million, respectively, as operating and maintenance expense under this partial TUA assignment agreement.

Contract Assets and Liabilities

The following table shows our contract assets, net, which are classified as other non-current assets, net on our Consolidated Balance Sheets (in millions):

	December 31,
	2020		2019
Contract assets, net	$	80	$	18

Contract assets represent our right to consideration for transferring goods or services to the customer under the terms of a sales contract when the associated consideration is not yet due. Changes in contract assets during the year ended December 31, 2020 were primarily attributable to revenue recognized due to the delivery of LNG under certain SPAs for which the associated consideration was not yet due.

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The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions):

	Year Ended December 31, 2020
Deferred revenues, beginning of period	$	161
Cash received but not yet recognized	138
Revenue recognized from prior period deferral	(161)
Deferred revenues, end of period	$	138

We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the years ended December 31, 2020 and 2019 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs.

Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2020 and 2019:

	December 31, 2020			December 31, 2019
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	$	102.3	10	$	106.4	11
Regasification revenues	2.1		5	2.4		5
Total revenues	$	104.4		$	108.8

(1)    The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

We have elected the following exemptions which omit certain potential future sources of revenue from the table above:

(1)We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.

(2)The table above excludes substantially all variable consideration under our SPAs and TUAs. We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Approximately 40% and 52% of our LNG revenues from contracts included in the table above during the years ended December 31, 2020 and 2019, respectively, were related to variable consideration received from customers. During each of the years ended December 31, 2020 and 2019, approximately 3% of our regasification revenues were related to variable consideration received from customers.

We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are considered completed contracts for revenue recognition purposes and are included in the transaction price above when the conditions are considered probable of being met.

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NOTE 14—RELATED PARTY TRANSACTIONS

Natural Gas Supply Agreements

SPL and CCL are party to natural gas supply agreements with related parties in the ordinary course of business, to obtain feed gas for the operation of the Liquefaction Projects.

SPL Natural Gas Supply Agreement

The term of the SPL agreement is for five years, which can commence no earlier than November 1, 2021 and no later than November 1, 2022, following the achievement of contractually-defined conditions precedent. As of December 31, 2020, the notional amount for this agreement was 91 TBtu and had a fair value of zero.

CCL Natural Gas Supply Agreement

The term of the CCL agreement extends through March 2022. Under this agreement, CCL recorded $13 million and $3 million in accrued liabilities, as of December 31, 2020 and 2019, respectively.

The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount):

	December 31,
	2020		2019
Derivative assets	$	3	$	3
Non-current derivative assets	1		2
Notional amount, net (in TBtu)	60		120

We recorded the following amounts on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 related to this agreement (in millions):

	Year Ended December 31,
	2020		2019		2018
Cost of sales (a)	$	114	$	85	$	—
(a) Included in costs of sales:
Liquefaction Supply Derivative loss	$	(1)	$	(1)	$	—

Natural Gas Transportation and Storage Agreements

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, with initial primary terms of up to 10 years with extension rights. We recorded operating and maintenance expense of $13 million in the year ended December 31, 2020 and accrued liabilities of $4 million as of December 31, 2020 with this related party.

Operation and Maintenance Service Agreements

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 $9 million, $12 million and $12 million in the years ended December 31, 2020, 2019 and 2018, respectively, of other revenues and $2 million and $3 million of accounts receivable as of December 31, 2020 and 2019, respectively, for services provided to Midship Pipeline under these agreements.

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NOTE 15—INCOME TAXES

The jurisdictional components of income before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 are as follows (in millions): 

	Year Ended December 31,
	2020		2019		2018
U.S.	$	720	$	289	$	997
International	(176)		426		230
Total income before income taxes and non-controlling interest	$	544	$	715	$	1,227

Income tax provision (benefit) included in our reported net income consisted of the following (in millions): 

	Year Ended December 31,
	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State	—		—		2
Foreign	—		4		30
Total current	—		4		32
Deferred:
Federal	41		(475)		—
State	2		(46)		—
Foreign	—		—		(5)
Total deferred	43		(521)		(5)
Total income tax provision (benefit)	$	43	$	(517)	$	27

Our income tax rates do not bear a customary relationship to statutory income tax rates. A reconciliation of the federal statutory income tax rate of 21% to our effective income tax rate is as follows: 

	Year Ended December 31,
	2020		2019		2018
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
Non-controlling interest	(22.6)	%	(17.2)	%	(11.4)	%
State tax rate	—	%	(5.4)	%	(0.4)	%
Executive compensation	1.4	%	1.3	%	0.5	%
Nondeductible interest expense	8.0	%	5.0	%	2.6	%
Foreign earnings taxed in the U.S.	1.2	%	6.7	%	1.4	%
Foreign rate differential	(3.7)	%	(11.4)	%	(1.1)	%
Tax credits	(4.5)	%	(5.2)	%	(0.6)	%
Internal restructuring	7.0	%	—	%	—	%
Other	1.0	%	1.4	%	—	%
Valuation allowance	(0.9)	%	(68.5)	%	(9.8)	%
Effective tax rate	7.9	%	(72.3)	%	2.2	%

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Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions): 

	December 31,
	2020		2019
Deferred tax assets
Net operating loss carryforwards and credits
Federal	$	3,084	$	2,860
Foreign	3		5
State	257		249
Federal and state tax credits	95		64
Disallowed business interest expense carryforward	—		154
Other	290		143
Less: valuation allowance	(190)		(196)
Total deferred tax assets	3,539		3,279
Deferred tax liabilities
Investment in partnerships	(765)		(554)
Property, plant and equipment	(2,089)		(2,110)
Other	(196)		(86)
Total deferred tax liabilities	(3,050)		(2,750)
Net deferred tax assets	$	489	$	529

Business interest expense carryforward

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (“the CARES Act”) was signed into law which provided numerous tax changes in response to the COVID-19 pandemic. In general, the CARES Act was favorable to us because it increased the interest deductibility limit from 30% to 50% of adjusted taxable income in 2019 and 2020.

On September 14, 2020, the U.S Department of Treasury issued final and proposed regulations providing guidance on the business interest expense limitation under Section 163(j) of the Internal Revenue Code. In general, the regulations were favorable to us because they allow depreciation capitalized to inventory to be added back to adjusted taxable income from 2018 through 2021, for purposes of computing the allowable interest expense deduction. As permitted under the regulations, we intend to adopt them retroactively beginning with the tax year ended December 31, 2018.

The favorable changes brought about by the CARES Act and the final and proposed interest expense regulations allow us to fully deduct our current year business interest expense and all of our previously disallowed business interest expense carryforward.

Internal Restructuring

On March 31, 2020 we executed an internal restructuring which simplified our legal entity structure, causing foreign income to flow directly to our U.S. tax return. As a result of the internal restructuring, a one-time $38 million deferred tax expense was recorded discretely during the first quarter of 2020.

Valuation Allowance

For the period ended December 31, 2020, we have provided a valuation allowance of approximately $190 million on certain state NOLs and federal capital loss carryforwards, for which we believe are more likely than not to expire before realization of the benefit. Our valuation allowance decreased by $6 million for the year ended December 31, 2020.

For the period ended December 31, 2019, we weighed all of the positive and negative evidence, and determined that sufficient positive evidence existed to support releasing the valuation allowance against substantially all of our federal deferred tax assets and a portion of our state deferred tax assets. The positive evidence supporting such conclusion included successful completion and subsequent operations of Trains 1 and 2 of the CCL Project and Train 5 of the SPL Project, transitioning from a

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three-year cumulative loss position in 2018 to a three-year cumulative income position in 2019, commencing commercial delivery on 13 of our long-term customer SPAs and forecasts of sustained future profitability.

NOL and tax credit carryforwards

At December 31, 2020, we had federal and state NOL carryforwards of approximately $15.0 billion and $3.2 billion, respectively. Approximately $10.6 billion of these NOLs have an indefinite carryforward period. All other NOLs will expire between 2026 and 2040.

At December 31, 2020, we had federal and state tax credit carryforwards of $93 million and $2 million, respectively. The federal tax credit carryforwards include investment tax credit carryforwards of $52 million related to capital equipment placed in service at our Liquefaction Projects. We account for our federal investment tax credits under the flow-through method. The federal tax credit carryforwards also include $37 million of foreign tax credits related to tax years 2014 through 2020. The federal and state tax credit carryforwards will expire between 2024 and 2039.

We experienced an ownership change within the provisions of U.S. IRC Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing NOL carryforwards.

Income Tax Audits

We are subject to tax in the U.S. and various state and foreign jurisdictions and we remain subject to periodic audits and reviews by taxing authorities. Federal and state tax returns for the years after 2016 remain open for examination. Tax authorities may have the ability to review and adjust carryover attributes that were generated prior to these periods if utilized in an open tax year.

Unrecognized Tax Benefits

At December 31, 2020, we had unrecognized tax benefits of $62 million. If recognized, $53 million of unrecognized tax benefits would affect our effective tax rate in future periods. Currently, we do not recognize any accrued liabilities, interest and penalties associated with the unrecognized tax benefits provided in our Consolidated Statements of Operations or our Consolidated Balance Sheets because any settlement of uncertain tax positions would result in an adjustment to our NOL carryforward. We recognize interest and penalties related to income tax matters as part of income tax expense.

A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2020 and 2019, is as follows (in millions): 

	Year Ended December 31,
	2020		2019
Balance at beginning of the year	$	61	$	61
Additions based on tax positions related to current year	1		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		—
Settlements	—		—
U.S. tax reform rate change	—		—
Balance at end of the year	$	62	$	61

NOTE 16—SHARE-BASED COMPENSATION

We have granted restricted stock shares, restricted stock units, performance stock units and phantom units to employees and non-employee directors under the 2011 Incentive Plan, as amended (the “2011 Plan”) and the 2020 Incentive Plan, which was approved by our shareholders in May 2020. The 2011 Plan and the 2020 Incentive Plan provide for the issuance of

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35.0 million shares and 8.0 million shares, respectively, of our common stock that may be in the form of various share-based performance awards deemed by the Compensation Committee of our Board (the “Compensation Committee”).

Total share-based compensation consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Share-based compensation costs, pre-tax:
Equity awards	$	114	$	131	$	89
Liability awards	2		9		48
Total share-based compensation	116		140		137
Capitalized share-based compensation	(6)		(9)		(24)
Total share-based compensation expense	$	110	$	131	$	113
Tax benefit associated with share-based compensation expense	$	23	$	14	$	6

The total unrecognized compensation cost at December 31, 2020 relating to non-vested share-based compensation arrangements consisted of the following:

	Unrecognized Compensation Cost (in millions)		Recognized over a weighted average period (years)
Restricted Stock Share Awards	$	1	0.3
Restricted Stock Unit and Performance Stock Unit Awards	$	111	1.3
Phantom Units Awards	$	—	0.2

Restricted Stock Share Awards

Restricted stock share awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. These awards vest based on service conditions (one, two, three or four-year service periods) and performance conditions. All performance conditions of the awards have been achieved as of December 31, 2020.

The table below provides a summary of our restricted stock outstanding (in millions, except for per share information):

	Shares	Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2020	0.0	$	67.79
Granted	0.1	41.78
Vested	0.0	—
Forfeited	0.0	—
Non-vested at December 31, 2020	0.1	$	41.78

The fair value of restricted stock share awards vested for the years ended December 31, 2020, 2019 and 2018 were $3 million, $3 million and $53 million, respectively.

Restricted Stock Unit and Performance Stock Unit Awards

Restricted stock units are stock awards that vest over a service period of three years and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Performance stock units provide for cliff vesting after a period of three years with payouts based on metrics dependent upon market and performance achieved over the defined performance period compared to pre-established performance targets. The settlement amounts of the awards are based on market and performance metrics which include cumulative distributable cash flow per share, and in certain circumstances, absolute total shareholder return (“ATSR”) of our common stock. Where applicable, the compensation for performance stock units is based on fair value assigned to the market metric of ATSR using a Monte Carlo model upon grant, which remains constant through the vesting period, and a performance metric, which will vary due to changing estimates regarding the expected achievement of the performance metric of cumulative distributable cash flow per share. The number of shares that may be earned at the end of

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the vesting period ranges from 0% up to 300% of the target award amount. Both restricted stock units and performance stock units will be settled in Cheniere common stock (on a one-for-one basis) and are classified as equity awards.

The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information):

	Units	Weighted Average Grant Date Fair Value Per Unit
Non-vested at January 1, 2020	4.4	$	61.68
Granted (1)	1.8	53.88
Vested	(2.3)	58.49
Forfeited	(0.2)	58.83
Non-vested at December 31, 2020 (2)	3.7	$	60.00

(1)     This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards.

(2)     This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved.

The table below provides a summary of restricted share unit and performance stock unit awards issued and fair value of units vested:

	Year Ended December 31,
	2020		2019		2018
Units issued (in millions)	1.8		1.9		2.6
Weighted average grant date fair value per unit	$	53.88	$	67.47	$	59.50
Fair value of units vested (in millions)	$	137	$	45	$	22

Phantom Units Awards

Phantom units are share-based awards granted to employees over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of our common stock upon each vesting. We did not issue any phantom units to our employees and non-employee directors during the years ended December 31, 2020, 2019 and 2018. Phantom units are not eligible to receive quarterly distributions. These awards vest based on service conditions (two, three or four-year service periods).

The table below provides a summary of our phantom units outstanding (in millions):

	Units
Non-vested at January 1, 2020	0.1
Granted	—
Vested	(0.1)
Forfeited	0.0
Non-vested at December 31, 2020	0.0

The value of phantom units vested during the years ended December 31, 2020, 2019 and 2018 was $4 million, $11 million and $91 million, respectively.

NOTE 17—EMPLOYEE BENEFIT PLAN

We have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75% of their compensation up to the IRS maximum. We match each employee’s deferrals (contributions) up to 6% of compensation and may make additional contributions at our discretion. Employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $15 million for each of the years ended December 31, 2020 and 2019 and $9 million for the year ended December 31, 2018. We have made no discretionary contributions to the 401(k) Plan to date.

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NOTE 18—NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2020, 2019 and 2018 (in millions, except per share data):

	Year Ended December 31,
	2020		2019		2018
Weighted average common shares outstanding:
Basic	252.4		256.2		245.6
Dilutive unvested stock	—		1.9		2.4
Diluted	252.4		258.1		248.0
Basic net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.53	$	1.92
Diluted net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.51	$	1.90

Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions):

	Year Ended December 31,
	2020	2019	2018
Unvested stock (1)	3.4	2.3	0.8
Convertible notes
2021 Cheniere Convertible Unsecured Notes (2)	—	13.7	13.0
2025 CCH HoldCo II Convertible Senior Notes (3)	—	25.5	—
2045 Cheniere Convertible Senior Notes	4.5	4.5	4.5
Total potentially dilutive common shares	7.9	46.0	18.3

(1)Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates.

(2)Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the year ended December 31, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the year ended December 31, 2020.

(3)Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 11—Debt, the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the year ended December 31, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net income per share for the year ended December 31, 2018, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of December 31, 2018.

NOTE 19—SHARE REPURCHASE PROGRAM

On June 3, 2019, we announced that our Board of Directors (“Board”) authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

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As of December 31, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors.  The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

NOTE 20—COMMITMENTS AND CONTINGENCIES

We have various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2020, are not recognized as liabilities but require disclosures in our Consolidated Financial Statements.

LNG Terminal Commitments and Contingencies

Obligations under EPC Contracts

SPL has a lump sum turnkey contract with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Train 6 of the SPL Project. The EPC contract price for Train 6 of the SPL Project is approximately $2.5 billion, reflecting amounts incurred under change orders through December 31, 2020, and including estimated costs for the third marine berth that is currently under construction. As of December 31, 2020, we have incurred $1.9 billion under this contract.

CCL has a lump sum turnkey contract with Bechtel for the engineering, procurement and construction of Train 3 of the CCL Project. The EPC contract price for Train 3 of the CCL Project is approximately $2.4 billion, reflecting amounts incurred under change orders through December 31, 2020. As of December 31, 2020, we have incurred $2.4 billion under this contract.

SPL and CCL have the right to terminate its respective EPC contracts for its convenience, in which case Bechtel will be paid (1) the portion of the contract price for the work performed, (2) costs reasonably incurred by Bechtel on account of such termination and demobilization and (3) a lump sum of up to $30 million depending on the termination date.

Obligations under SPAs

SPL and CCL have third-party SPAs which obligate SPL and CCL, respectively, to purchase and liquefy sufficient quantities of natural gas to deliver contracted volumes of LNG to the customers’ vessels, subject to completion of construction of applicable specified Trains of the SPL Project or the CCL Project. In addition, our integrated marketing function has third-party SPAs which obligate us to deliver contracted volumes of LNG to the customers’ vessels or to the customers at their LNG receiving terminals.

Obligations under LNG TUAs

SPLNG has third-party TUAs with Total and Chevron U.S.A. Inc. to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal.

Obligations under Natural Gas Supply, Transportation and Storage Service Agreements

SPL, CCL and CCL Stage III have physical natural gas supply contracts to secure natural gas feedstock for the SPL Project, the CCL Project and potential future development of Corpus Christi Stage 3, respectively. The remaining terms of these contracts range up to 15 years, some of which commence upon the satisfaction of certain events or states of affairs. As of December 31, 2020, SPL, CCL and CCL Stage III have secured up to approximately 4,950 TBtu, 2,938 TBtu and 2,361 TBtu, respectively, of natural gas feedstock through natural gas supply contracts, a portion of which are considered purchase obligations if the certain events or states of affairs are satisfied.

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Additionally, SPL and CCL have natural gas transportation and storage service agreements for the SPL Project and the CCL Project, respectively. The initial terms of the natural gas transportation agreements range up to 20 years for the SPL Project and the CCL Project, with renewal options for certain contracts, and commence upon the occurrence of conditions precedent. The initial term of the natural gas storage service agreements for the SPL Project ranges up to 10 years and the initial term of the natural gas storage service agreements for the CCL Project ranges up to 5 years.

As of December 31, 2020, the obligations of SPL, CCL and CCL Stage III under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions):

Years Ending December 31,	Payments Due (1)
2021	$	4,477
2022	2,567
2023	1,861
2024	1,367
2025	1,140
Thereafter	4,005
Total	$	15,417

(1)Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread. Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services.

Restricted Net Assets

At December 31, 2020, our restricted net assets of consolidated subsidiaries were approximately $3.0 billion.

Other Commitments

In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position.

Environmental and Regulatory Matters

Our LNG terminals and pipelines are subject to extensive regulation under federal, state and local statutes, rules, regulations and laws. These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintain applicable permits and other authorizations. Failure to comply with such laws could result in legal proceedings, which may include substantial penalties. We believe that, based on currently known information, compliance with these laws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows.

Legal Proceedings

We are, and may in the future be, involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

NOTE 21—CUSTOMER CONCENTRATION

The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable, net and contract assets, net balances of 10% or greater of total accounts receivable, net and contract assets, net from external customers:

	Percentage of Total Revenues from External Customers			Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers
	Year Ended December 31,			December 31,
	2020	2019	2018	2020	2019
Customer A	14%	16%	18%	14%	13%
Customer B	12%	10%	14%	12%	*
Customer C	10%	11%	19%	*	13%
Customer D	10%	11%	13%	*	*

* Less than 10%

The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States.

	Revenues from External Customers
	Year Ended December 31,
	2020		2019		2018
Ireland	$	1,130	$	989	$	1,098
Spain	1,034		598		—
India	1,021		1,160		1,048
South Korea	942		1,207		1,517
United States	687		2,807		1,911
United Kingdom	678		559		155
Singapore	646		533		417
Other countries	3,220		1,877		1,841
Total	$	9,358	$	9,730	$	7,987

NOTE 22—SUPPLEMENTAL CASH FLOW INFORMATION

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest on debt, net of amounts capitalized	$	1,395	$	1,126	$	707
Cash paid for income taxes	2		24		14
Non-cash investing and financing activities:
Acquisition of non-controlling interest in Cheniere Holdings	—		—		702
Acquisition of assets under capital lease (1)	—		—		60

(1)    See Note 12—Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842.

The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $282 million, $473 million and $420 million as of December 31, 2020, 2019 and 2018, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

NOTE 23—SUBSEQUENT EVENTS

In February 2021, SPL entered into a note purchase agreement for the sale of approximately $147 million aggregate principal amount of 2.95% Senior Secured Notes due 2037 (the “2.95% SPL 2037 Senior Secured Notes”) on a private placement basis. The 2.95% SPL 2037 Senior Secured Notes are expected to be issued in December 2021, and the net proceeds are expected to be used to refinance a portion of SPL’s outstanding Senior Secured Notes due 2022. The 2.95% SPL 2037 Senior Secured Notes will be fully amortizing, with a weighted average life of over 10 years.

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SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARIZED QUARTERLY FINANCIAL DATA

(unaudited)

Summarized Quarterly Financial Data—(in millions, except per share amounts)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2020:
Revenues	$	2,709	$	2,402	$	1,460	$	2,787
Income from operations	1,346		937		72		276
Net income (loss)	603		404		(508)		2
Net income (loss) attributable to common stockholders	375		197		(463)		(194)
Net income (loss) per share attributable to common stockholders—basic (1)	1.48		0.78		(1.84)		(0.77)
Net income (loss) per share attributable to common stockholders—diluted (1)	1.43		0.78		(1.84)		(0.77)
Year Ended December 31, 2019:
Revenues	$	2,261	$	2,292	$	2,170	$	3,007
Income from operations	606		432		307		1,016
Net income (loss)	337		2		(260)		1,153
Net income (loss) attributable to common stockholders	141		(114)		(318)		939
Net income (loss) per share attributable to common stockholders—basic (1)	0.55		(0.44)		(1.25)		3.70
Net income (loss) per share attributable to common stockholders—diluted (1)	0.54		(0.44)		(1.25)		3.34

(1)The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of the end of the fiscal year ended December 31, 2020, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are (1) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our Management’s Report on Internal Control Over Financial Reporting is included in our Consolidated Financial Statements and is incorporated herein by reference.

ITEM 9B.    OTHER INFORMATION

None.

PART III

Pursuant to paragraph 3 of General Instruction G to Form 10-K, the information required by Items 10 through 14 of Part III of this Report is incorporated by reference from Cheniere’s definitive proxy statement, which is to be filed pursuant to Regulation 14A within 120 days after the end of Cheniere’s fiscal year ended December 31, 2020.

118

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)    Financial Statements, Schedules and Exhibits

(1)    Financial Statements—Cheniere Energy, Inc. and Subsidiaries:

Management’s Report to the Stockholders of Cheniere Energy, Inc.	71
Reports of Independent Registered Public Accounting Firm	72
Consolidated Statements of Operations	75
Consolidated Balance Sheets	76
Consolidated Statements of Stockholders’ Equity	77
Consolidated Statements of Cash Flows	78
Notes to Consolidated Financial Statements	79
Supplemental Information to Consolidated Financial Statements—Quarterly Financial Data	117

(2)     Financial Statement Schedules:

Schedule I—Condensed Financial Information of Registrant for the years ended December 31, 2020, 2019 and 2018	133
Schedule II—Valuation and Qualifying Accounts	141

(3)    Exhibits:

Certain of the agreements filed as exhibits to this Form 10-K contain representations, warranties, covenants and conditions by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations, warranties, covenants and conditions:

•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

•may apply standards of materiality that differ from those of a reasonable investor; and

•were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. These agreements are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Investors should not rely on them as statements of fact.

Exhibit No.		Incorporated by Reference (1)
	Description	Entity	Form	Exhibit	Filing Date
2.1	Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among Cheniere Partners, Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and the Company	Cheniere Partners	8-K	10.2	8/9/2012
3.1	Restated Certificate of Incorporation of the Company	Cheniere	10-Q	3.1	8/10/2004
3.2	Certificate of Amendment of Restated Certificate of Incorporation of the Company	Cheniere	8-K	3.1	2/8/2005
3.3	Certificate of Amendment of Restated Certificate of Incorporation of the Company	Cheniere (SEC File No. 333-160017)	S-8	4.3	6/16/2009

119

3.4	Certificate of Amendment of Restated Certificate of Incorporation of the Company	Cheniere	8-K	3.1	6/7/2012
3.5	Certificate of Amendment of Restated Certificate of Incorporation of the Company	Cheniere	8-K	3.1	2/5/2013
3.6	Bylaws of the Company, as amended and restated December 9, 2015	Cheniere	8-K	3.1	12/15/2015
3.7	Amendment No. 1 to the Amended and Restated Bylaws of the Company, dated September 15, 2016	Cheniere	8-K	3.1	9/19/2016
4.1	Specimen Common Stock Certificate of the Company	Cheniere (SEC File No. 333-10905)	S-1	4.1	8/27/1996
4.2	Indenture, dated as of February 1, 2013, by and among SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee	Cheniere Partners	8-K	4.1	2/4/2013
4.3	First Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.1.1	4/16/2013
4.4	Second Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.1.2	4/16/2013
4.5	Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.4 above)	Cheniere Partners	8-K	4.1.2	4/16/2013
4.6	Third Supplemental Indenture, dated as of November 25, 2013, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.1	11/25/2013
4.7	Form of 6.25% Senior Secured Note due 2022 (Included as Exhibit A-1 to Exhibit 4.6 above)	Cheniere Partners	8-K	4.1	11/25/2013
4.8	Fourth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.1	5/22/2014
4.9	Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.8 above)	Cheniere Partners	8-K	4.1	5/22/2014
4.10	Fifth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.2	5/22/2014
4.11	Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.10 above)	Cheniere Partners	8-K	4.2	5/22/2014
4.12	Sixth Supplemental Indenture, dated as of March 3, 2015, between SPL and The Bank of New York Mellon, as Trustee	Cheniere Partners	8-K	4.1	3/3/2015
4.13	Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.12 above)	Cheniere Partners	8-K	4.1	3/3/2015
4.14	Seventh Supplemental Indenture, dated as of June 14, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	6/14/2016
4.15	Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.14 above)	Cheniere Partners	8-K	4.1	6/14/2016
4.16	Eighth Supplemental Indenture, dated as of September 19, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	9/23/2016
4.17	Ninth Supplemental Indenture, dated as of September 23, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.2	9/23/2016
4.18	Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4.17 above)	Cheniere Partners	8-K	4.2	9/23/2016
4.19	Tenth Supplemental Indenture, dated as of March 6, 2017, between SPL and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	3/6/2017
4.20	Form of 4.200% Senior Secured Note due 2028 (Included as Exhibit A-1 to Exhibit 4.19 above)	Cheniere Partners	8-K	4.1	3/6/2017
4.21	Eleventh Supplemental Indenture, dated as of May 8, 2020, between SPL and The Bank of New York Mellon, as Trustee under the Indenture	SPL	8-K	4.1	5/8/2020
4.22	Form of 4.500% Senior Secured Note due 2030 (Included as Exhibit A-1 to Exhibit 4.21 above)	SPL	8-K	4.1	5/8/2020

120

4.23	Indenture, dated as of February 24, 2017, between SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	2/27/2017
4.24	Form of 5.00% Senior Secured Note due 2037 (Included as Exhibit A-1 to Exhibit 4.23 above)	Cheniere Partners	8-K	4.1	2/27/2017
4.25	Indenture, dated as of November 28, 2014, by and between the Company, as Issuer, and The Bank of New York Mellon, as Trustee	Cheniere	8-K	4.1	12/2/2014
4.26	Form of 4.875% Unsecured PIK Convertible Note due 2021 (Included as Exhibit A to Exhibit 4.25 above)	Cheniere	8-K	4.1	12/2/2014
4.27	Indenture, dated as of March 9, 2015, between the Company, the Guarantors and The Bank of New York Mellon, as Trustee	Cheniere	8-K	4.1	3/13/2015
4.28	First Supplemental Indenture, dated as of March 9, 2015, between the Company, as Issuer, and The Bank of New York Mellon, as Trustee	Cheniere	8-K	4.2	3/13/2015
4.29	Form of 4.25% Convertible Senior Note due 2045 (Included as Exhibit A to Exhibit 4.28 above)	Cheniere	8-K	4.2	3/13/2015
4.30	Indenture, dated as of September 22, 2020, between the Company as issuer, and the Bank of New York Mellon, as trustee	Cheniere	8-K	4.1	9/22/2020
4.31	First Supplemental Indenture, dated as of September 22, 2020, between the Company, as issuer, and the Bank of New York Mellon, as trustee	Cheniere	8-K	4.2	9/22/2020
4.32	Indenture, dated as of May 18, 2016, among CCH, as Issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee	Cheniere	8-K	4.1	5/18/2016
4.33	Form of 7.000% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.32 above)	Cheniere	8-K	4.1	5/18/2016
4.34	First Supplemental Indenture, dated as of December 9, 2016, among CCH, as Issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee	Cheniere	8-K	4.1	12/9/2016
4.35	Form of 5.875% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.34 above)	Cheniere	8-K	4.1	12/9/2016
4.36	Second Supplemental Indenture, dated as of May 19, 2017, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as trustee	CCH	8-K	4.1	5/19/2017
4.37	Form of 5.125% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4.36 above)	CCH	8-K	4.1	5/19/2017
4.38	Third Supplemental Indenture, dated as of September 6, 2019, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee	CCH	8-K	4.1	9/12/2019
4.39	Fourth Supplemental Indenture, dated as of November 13, 2019, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee	CCH	8-K	4.1	11/13/2019
4.40	Indenture, dated as of August 20, 2020, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee	CCH	8-K	4.1	8/21/2020
4.41	Indenture, dated as of September 18, 2017, between Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	9/18/2017
4.42	First Supplemental Indenture, dated as of September 18, 2017, between Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.2	9/18/2017
4.43	Form of 5.250% Senior Note due 2025 (Included as Exhibit A-1 to Exhibit 4.42 above)	Cheniere Partners	8-K	4.2	9/18/2017

121

4.44	Second Supplemental Indenture, dated as of September 11, 2018, among Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	9/12/2018
4.45	Form of 5.625% Senior Note due 2026 (Included as Exhibit A-1 to Exhibit 4.44 above)	Cheniere Partners	8-K	4.1	9/12/2018
4.46	Third Supplemental Indenture, dated as of September 12, 2019, among Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere Partners	8-K	4.1	9/12/2019
4.47	Fourth Supplemental Indenture, dated as of November 5, 2020, between Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture	Cheniere	10-Q	4.4	11/6/2020
4.48	Indenture, dated as of September 27, 2019, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee	CCH	8-K	4.1	9/30/2019
4.49	Indenture, dated as of October 17, 2019, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee	CCH	8-K	4.1	10/18/2019
4.50	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	Cheniere	10-K	4.45	2/25/2020
10.1	LNG Terminal Use Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and SPLNG	Cheniere	10-Q	10.1	11/15/2004
10.2	Amendment of LNG Terminal Use Agreement, dated January 24, 2005, by and between Total LNG USA, Inc. and SPLNG	Cheniere	10-K	10.40	3/10/2005
10.3	Amendment of LNG Terminal Use Agreement, dated June 15, 2010, by and between Total Gas & Power North America, Inc. and SPLNG	Cheniere	10-Q	10.2	8/6/2010
10.4	Omnibus Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and SPLNG	Cheniere	10-Q	10.2	11/15/2004
10.5	Parent Guarantee, dated as of November 5, 2004, by Total S.A. in favor of SPLNG	Cheniere	10-Q	10.3	11/15/2004
10.6	Letter Agreement, dated September 11, 2012, between Total Gas & Power North America, Inc. and SPLNG	Cheniere Partners	10-Q	10.1	11/2/2012
10.7	LNG Terminal Use Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and SPLNG	Cheniere	10-Q	10.4	11/15/2004
10.8	Amendment to LNG Terminal Use Agreement, dated December 1, 2005, by and between Chevron U.S.A. Inc. and SPLNG	SPLNG	S-4	10.28	11/22/2006
10.9	Amendment of LNG Terminal Use Agreement, dated June 16, 2010, by and between Chevron U.S.A. Inc. and SPLNG	Cheniere	10-Q	10.3	8/6/2010
10.10	Omnibus Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and SPLNG	Cheniere	10-Q	10.5	11/15/2004
10.11	Guaranty Agreement, dated as of December 15, 2004, from ChevronTexaco Corporation to SPLNG	SPLNG	S-4	10.12	11/22/2006
10.12	Second Amended and Restated LNG Terminal Use Agreement, dated as of July 31, 2012, between SPL and SPLNG	SPLNG	8-K	10.1	8/6/2012
10.13	Letter Agreement, dated May 28, 2013, by and between SPL and SPLNG	SPLNG	10-Q	10.1	8/2/2013
10.14	Guarantee Agreement, dated as of July 31, 2012, by Cheniere Partners in favor of SPLNG	SPLNG	8-K	10.2	8/6/2012
10.15†	Cheniere Energy, Inc. 2011 Incentive Plan (as amended through April 13, 2017)	Cheniere	10-Q	10.1	8/8/2017
10.16†	Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (US - New Hire)	Cheniere	8-K	10.13	8/10/2012
10.17†	Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (UK - New Hire)	Cheniere	8-K	10.14	8/10/2012
10.18†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20)	Cheniere	10-K	10.37	2/24/2017
10.19†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grades 18-20)	Cheniere	10-Q	10.2	5/4/2017

122

10.20†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17)	Cheniere	10-K	10.38	2/24/2017
10.21†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 17)	Cheniere	10-Q	10.3	5/4/2017
10.22†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan)	Cheniere	10-K	10.39	2/24/2017
10.23†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Severance Pay Plan)	Cheniere	10-K	10.40	2/24/2017
10.24†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 16 and Below)	Cheniere	10-Q	10.4	5/4/2017
10.25†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Singapore) (Grade 16 and Below)	Cheniere	10-Q	10.5	5/4/2017
10.26†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20)	Cheniere	10-K	10.41	2/24/2017
10.27†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grades 18-20)	Cheniere	10-Q	10.7	5/4/2017
10.28†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17)	Cheniere	10-K	10.42	2/24/2017
10.29†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 17)	Cheniere	10-Q	10.8	5/4/2017
10.30†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan)	Cheniere	10-K	10.43	2/24/2017
10.31†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Severance Pay Plan)	Cheniere	10-K	10.44	2/24/2017
10.32†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 16 and Below)	Cheniere	10-Q	10.9	5/4/2017
10.33†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (2019 Grades 18-20)	Cheniere	10-K	10.35	2/26/2019
10.34†	Cheniere Energy, Inc. 2014-2018 Long-Term Cash Incentive Program	Cheniere	10-Q	10.9	4/30/2015
10.35†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Executive)	Cheniere	10-Q	10.10	4/30/2015
10.36†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Non-Executive)	Cheniere	10-Q	10.11	4/30/2015
10.37†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Executive)	Cheniere	10-Q	10.12	4/30/2015
10.38†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Non-Executive)	Cheniere	10-Q	10.13	4/30/2015
10.39†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Consultant)	Cheniere	10-Q	10.14	4/30/2015
10.40†	Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Consultant)	Cheniere	10-Q	10.15	4/30/2015
10.41†	Cheniere Energy, Inc. 2020 Incentive Plan	Cheniere (SEC No. 333-238261)	S-8	4.9	5/14/2020

123

10.42†	Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2020 Incentive Plan (Director)	Cheniere	8-K	10.4	5/20/2020
10.43†	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20 Executive Officer)	Cheniere	8-K	10.5	5/20/2020
10.44†	Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20)	Cheniere	8-K	10.6	5/20/2020
10.45†*	Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan
10.46†*	Amended and Restated Cheniere Energy, Inc. Key Executive Severance Pay Plan (Effective November 4, 2020) and Summary Plan Description
10.47†	Employment Agreement between the Company and Jack A. Fusco, dated May 12, 2016	Cheniere	8-K	10.1	5/12/2016
10.48†	Employment Agreement Amendment between the Company and Jack Fusco, dated August 15, 2019	Cheniere	8-K	10.1	8/15/2019
10.49†	Cheniere Energy, Inc. Amended and Restated Retirement Policy, dated effective August 15, 2019	Cheniere	10-K	10.49	2/25/2020
10.50†	Form of Indemnification Agreement for officers of the Company	Cheniere	8-K	10.2	5/20/2020
10.51†	Form of Indemnification Agreement for directors of the Company	Cheniere	8-K	10.1	5/20/2020
10.52†	Letter Agreement between the Company and Douglas Shanda, dated November 1, 2019	Cheniere	8-K	10.1	11/1/2019
10.53†	Letter Agreement, dated August 5, 2020, between Cheniere Energy, Inc. and Michael J. Wortley	Cheniere	8-K	10.1	8/6/2020
10.54	Third Amended and Restated Common Terms Agreement, among SPL, as borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto and Société Générale, as the Common Security Trustee and the Intercreditor Agent	Cheniere	8-K	10.2	3/23/2020
10.55	Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, among SPL, as borrower, certain subsidiaries of SPL, The Bank of Nova Scotia, as Senior Facility Agent, Société Générale, as the Common Security Trustee, the issuing banks and lenders from time to time party thereto and other participants	SPL	8-K	10.1	3/23/2020
10.56	Third Amended and Restated Accounts Agreement, among SPL, certain subsidiaries of SPL, Société Générale, as the Common Security Trustee, and Citibank, N.A. as the Accounts Bank	SPL	8-K	10.3	3/23/2020
10.57	Amended and Restated Subscription Agreement, dated as of November 26, 2014, by and among the Company, RRJ Capital II Ltd, Baytree Investments (Mauritius) Pte Ltd and Seatown Lionfish Pte. Ltd. relating to convertible PIK notes of the Company	Cheniere	8-K	10.1	12/2/2014
10.58	Amended and Restated Term Loan Facility Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time and Société Générale as the Term Loan Facility Agent	Cheniere	8-K	10.1	5/24/2018
10.59	Amended and Restated Common Terms Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, Société Générale, as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, and Société Générale as Intercreditor Agent, and any other facility lenders party thereto from time to time	Cheniere	8-K	10.2	5/24/2018

124

10.60	First Amendment to the Amended and Restated Common Terms Agreement, dated as of November 28, 2018, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as Intercreditor Agent	Cheniere	10-K	10.6	2/26/2019
10.61	Second Amendment to the Amended and Restated Common Terms Agreement, dated as of August 30, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent	Cheniere	10-Q	10.4	11/1/2019
10.62*	Third Amendment to the Amended and Restated Common Terms Agreement, dated as of November 8, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent
10.63*	Fourth Amendment to the Amended and Restated Common Terms Agreement, dated as of November 26, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent
10.64*	Fifth Amendment to the Amended and Restated Common Terms Agreement, dated as of November 16, 2020, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent
10.65	Amended and Restated Common Security and Account Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the Senior Creditor Group Representatives, Société Générale as the Intercreditor Agent, Société Générale as Security Trustee and Mizuho Bank, Ltd as the Account Bank	Cheniere	8-K	10.3	5/24/2018
10.66	First Amendment to the Amended and Restated Common Security and Account Agreement, dated as of November 28, 2018, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank	Cheniere	10-K	10.62	2/26/2019
10.67	Second Amendment to Common Security and Account Agreement, dated as of August 30, 2019, by and among the Company, CCL, CCP, Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd; as Account Bank	Cheniere	10-Q	10.5	11/1/2019
10.68*	Third Amendment to Common Security and Account Agreement, dated as of November 16, 2020, by and among CCH, CCL, CCP, Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd; as Account Bank
10.69	Amended and Restated Pledge Agreement, dated May 22, 2018, among CCH HoldCo I and Société Générale as Security Trustee	Cheniere	8-K	10.4	5/24/2018

125

10.70	Amended and Restated Equity Contribution Agreement, dated May 22, 2018, among CCH and the Company	Cheniere	8-K	10.5	5/24/2018
10.71	Amended and Restated Working Capital Facility Agreement, dated June 29, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time, the issuing banks party thereto from time to time, the Bank of Nova Scotia as Working Capital Facility Agent, and Société Générale as Security Trustee	Cheniere	8-K	10.1	7/2/2018
10.72	The Amended and Restated Revolving Credit Agreement, dated as of December 13, 2018, among the Company, the Lenders and Issuing Banks party thereto, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and SG Americas Securities, LLC, as Coordinating Lead Arrangers, and Société Générale, as Administrative Agent	Cheniere	8-K	10.1	12/17/2018
10.73	Amendment to Amended and Restated Revolving Credit Agreement, dated as of September 27, 2019, among the Company, Société Générale as administrative agent, and the Requisite Lenders party thereto	Cheniere	10-Q	10.7	11/1/2019
10.74	Credit Agreement, dated June 18, 2020, among the Company, the Lenders party thereto, Société Générale, as Administrative Agent, and the other agents and arrangers party thereto from time to time	Cheniere	8-K	10.1	6/19/2020
10.75	Amendment No. 2 to the Amended and Restated Revolving Credit Agreement, dated as of June 18, 2020, among the Company, Société Générale as administrative agent, and the Requisite Lenders party thereto	Cheniere	10-Q	10.11	8/6/2020
10.76	Credit and Guaranty Agreement, dated as of May 29, 2019, among the Cheniere Partners, as Borrower, certain subsidiaries of the Cheniere Partners, as Subsidiary Guarantors, the lenders from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent and Sole Coordinating Lead Arranger, and certain arrangers and other participants	Cheniere	8-K	10.1	6/3/2019
10.77	Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated September 4, 2015, as amended by (a) Third Omnibus Amendment, dated as of May 23, 2018; (b) Fourth Omnibus Amendment, dated as of September 17, 2018; and (c) Fifth Omnibus Amendment, Consent and Waiver, dated as of May 29, 2019, among SPL, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender and Common Security Trustee, and the senior lenders party thereto from time to time	Cheniere	10-Q	10.2	8/8/2019
10.78	Registration Rights Agreement, dated as of September 22, 2020, between the Company, as issuer, and Credit Suisse Securities (USA) LLC, for itself and as representative of the purchasers	Cheniere	8-K	10.1	9/22/2020
10.79	Registration Rights Agreement, dated as of May 8, 2020, between SPL and Morgan Stanley & Co. LLC	SPL	8-K	10.1	5/8/2020
10.80	Registration Rights Agreement, dated as of November 13, 2019, among CCH and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and BofA Securities, Inc., for itself and as representative of the purchasers	CCH	8-K	10.1	11/13/2019
10.81	Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.)	Cheniere	8-K	10.1	11/9/2018

126

10.82	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: the Change Order CO-00001 Modifications to Insurance Language Change Order, dated June 3, 2019	Cheniere	10-Q	10.6	8/8/2019
10.83	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00002 Fuel Provisional Sum Closure, dated July 8, 2019, (ii) the Change Order CO-00003 Currency Provisional Sum Closure, dated July 8, 2019, (iii) the Change Order CO-00004 Foreign Trade Zone, dated July 2, 2019, (iv) the Change Order CO-00005 NGPL Gate Access Security Coordination Provisional Sum, dated July 17, 2019, (v) the Change Order CO-00006 Alternate to Adams Valves, dated August 14, 2019, (vi) the Change Order CO-00007 E-1503 to HRU Permanent Drain Piping, dated August 14, 2019, (vii) the Change Order CO-00008 Differing Subsurface Soil Conditions - Train 6 ISBL, dated August 27, 2019, (viii) the Change Order CO-00009 LNG Berth 3, dated September 25, 2019 and (iv) the Change Order CO-00010 Cold Box Redesign and Addition of Inspection Boxes on Methane Cold Box, dated September 16, 2019	Cheniere	10-Q	10.10	11/1/2019
10.84	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between the Company and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00011 Insurance Provisional Sum Interim Adjustment, dated October 1, 2019 and (ii) the Change Order CO-00012 Replacement of Timber Piles with Pre-Stressed Concrete Piles, dated October 30, 2019	Cheniere	10-K	10.88	2/25/2020
10.85	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00013 Cost to Comply with SPL FTZ (FTZ entries, bonded transports and receipts for AG Pipe Spools Only), dated February 10, 2020, (ii) the Change Order CO-00014 Permanent Access Road to Third Berth, dated February 10, 2020, (iii) the Change Order CO-00015 Modifications to Schedule Bonus Language, dated February 10, 2020, (iv) the Change Order CO-00016 LNG Berth 3 LNTP No 3, dated January 31, 2020 and (v) the Change Order CO-00017 Construction Doc Fender Guards and LP Fuel Gas Overpressure Interlock, dated March 18, 2020	Cheniere	10-Q	10.6	4/30/2020
10.86	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00018 Electrical Studies for GTG Grid Modification, dated April 2, 2020, (ii) the Change Order CO-00019 Third Berth - Change in 5kV Electrical Tie-In, dated April 30, 2020, (iii) the Change Order CO-00020 LNG Berth 3 LNTP No. 4, dated May 4, 2020, (iv) the Change Order CO-00021 Train 6 P1601 A/B/ Flange Changes, dated May 27, 2020 and (v) the Change Order CO-00022 Train 6 H2S Skid Modifications to Level Transmitters & GTG Pressure Range Change on PT-573 A/B, dated June 4, 2020	Cheniere	10-Q	10.9	8/6/2020

127

10.87	Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00023 Third Berth Vapor Fence Provisional Sum Scope Removal and Closeout, dated June 22, 2020, (ii) the Change Order CO-00024 Train 6 Thermowell Upgrades, dated June 22, 2020, (iii) the Change Order CO-00025 Third Berth Bubble Curtain, dated June 22, 2020, (iv) the Change Order CO-00026 Third Berth Fuel Provisional Sum Closure Change Order, dated July 14, 2020, (v) the Change Order CO-00027 Third Berth Currency Provisional Sum Closure Change Order, dated July 20, 2020, (vi) the Change Order CO-00028 Train 6 Hot Oil WHRU PSV Bypass, dated August 11, 2020 and (vii) the Change Order CO-00029 Change in Law IMO 2020 Regulatory Change – Low Sulphur Emissions on Marine Vessels, dated August 25, 2020	Cheniere	10-Q	10.2	11/6/2020
10.88*	Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between the SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00030 Third Berth Soil Preparation Provisional Sum Interim Adjustment Change Order, dated September 16, 2020, (ii) the Change Order CO-00031 Provisional Sum Consolidation (PAB, Taxes & Insurance), dated October 2, 2020, (iii) the Change Order CO-00032 COVID-19 Impacts, dated October 2, 2020, (iv) the Change Order CO-00033 Third Berth - Jetty Building (00A-4041) - Clean Agent System, dated November 2, 2020 and (v) the Change Order CO-00034 Vanessa Spare Valves, dated November 18, 2020
10.89	Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated December 12, 2017, by and between CCL and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)	Cheniere	10-K/A	10.23	4/27/2018
10.90	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00001 Stage 2 EPC Agreement Revised Table A-2, dated May 18, 2018, (ii) the Change Order CO-00002 Stage 2 EPC Agreement Amended and Restated Attachment C, dated May 18, 2018, (iii) the Change Order CO-00003 Fuel Provisional Sum Adjustment, dated May 24, 2018, (iv) the Change Order CO-00004 Currency Provisional Sum Adjustment, dated May 29, 2018, (v) the Change Order CO-00005 JT Valve Modifications, dated July 10, 2018 and (vi) the Change Order CO-00006 Tank B Soil Conditions, International Building Code, and East Jetty Marine Facility Schedule Acceleration, dated September 5, 2018 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)	Cheniere	10-Q	10.3	11/8/2018
10.91	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00007 Tell-Tale Signs, Additional Tie-Ins, and System Inspection Isometrics, dated October 15, 2018, (ii) the Change Order CO-00008 Insurance Provisional Sum Interim Adjustment, dated November 19, 2018 and (iii) the Change Order CO-00009 Traffic and Logistics Impacts Due to Enforcement of Electronic Logging Devices, dated November 28, 2018 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)	Cheniere	10-K	10.117	2/26/2019

128

10.92	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000010 OSHA Handrail Requirement Changes Impact, dated January 25, 2019, (ii) the Change Order CO-00011 Differing Soil Conditions - Train 3, dated March 7, 2019 and (iii) the Change Order CO-00012 Tank B Logo Deletion, dated March 25, 2019 (Portions of this exhibit have been omitted.)	Cheniere	10-Q	10.2	5/9/2019
10.93	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000013 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD), dated May 2, 2019, (ii) the Change Order CO-00014 Tank B Jump-over Tie-In Interface - Long Lead Items, dated May 2, 2019 and (iii) the Change Order CO-00015 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q1_2019, dated June 4, 2019 (Portions of this exhibit have been omitted.)	Cheniere	10-Q	10.4	8/8/2019
10.94	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000016 Tank B Jump-over Tie-In (Part 1) and Deletion of East Jetty Shroud, dated August 5, 2019, (ii) the Change Order CO-00017 H2S Removal Skid PSVs Modifications and Revision to Chemical Cleaning Milestones, dated August 5, 2019 and (iii) the Change Order CO-00018 Cold Box Redesign Major Permanent Plant Materials and Ethylene Cold Box’s E-1504 Partial Mockup, dated September 6, 2019 (Portions of this exhibit have been omitted.)	Cheniere	10-Q	10.9	11/1/2019
10.95	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00019 Aircraft Warning Lights, dated September 23, 2019, (ii) the Change Order CO-00020 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q2_2019, dated October 8, 2019, (iii) the Change Order CO-00021 Spare Transition Joints for Potential Future Cold Box Modifications, dated October 8, 2019, (iv) the Change Order CO-00022 Modification of the Train 3 Methane Cold Box, dated December 6, 2019 and (v) the Change Order Co-00023 Section 232 Steel & Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q3_2019, dated December 10, 2019 (Portions of this exhibit have been omitted.)	Cheniere	10-K	10.95	2/25/2020

129

10.96	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00024 East Jetty Cooldown Line & Simultaneous Ship Loading, dated January 6, 2020, (ii) the Change Order CO-00025 East Jetty Manual Gas Sampler, dated January 7, 2020, (iii) the Change Order CO-00026 Study for Adding Valve Actuator for E-W Jetty Flow Segregation, dated January 8, 2020, (iv) the Change Order CO-00027 Tank B Isolation of Proposed Fourth In-Tank LNG Pump - Long Lead Items, dated January 8, 2020, (v) the Change Order CO-00028 Tank B Rundown Line (Part I), dated January 31, 2020, (vi) the Change Order CO-00029 9% Nickel and Cryogenic Rebar Provisional Sum Closeout, dated February 18, 2020 and (vii) the Change Order CO-00030 Additional Valve for Isolation in CCL Stage 2 to CCL Stage 3 from Tank B, dated February 18, 2020 (Portions of this exhibit have been omitted)	Cheniere	10-Q	10.7	4/30/2020
10.97	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00031 Tank B Isolation of Proposed 4th In-Tank LNG Pump (Post Start-Up of Tank B) - EPC, dated April 1, 2020, (ii) the Change Order CO-00032 Train 3 Thermowell Upgrades, dated April 3, 2020, (iii) the Change Order CO-00033 Tank B Rundown Line (Part 2) Development Costs, dated April 29, 2020 and (iv) the Change Order CO-00034 Train 3 UPS Modification of MV Motors, dated May 21, 2020 (Portions of this exhibit have been omitted)	Cheniere	10-Q	10.10	8/6/2020
10.98	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00035 Spill Conveyance from Flare KO Drum Area, dated July 6, 2020, (ii) the Change Order CO-00036 Tie-Ins for Heavy Hydrocarbon Removal Modifications (E&P) Rev 1, dated August 5, 2020, (iii) the Change Order CO-00037 Train 3 PV-16002 Valve Trim Change - Rev 1, dated August 14, 2020, (iv) the Change Order CO-00038 Hot Oil Overpressure Relief, dated August 14, 2020, (v) the Change Order CO-00039 Supply of Nitrogen for Commissioning Units 16, 17 and Feed Gas, dated August 20, 2020 and (vi) the Change Order CO-00040 COVID-19 Impacts, dated September 15, 2020 (Portions of this exhibit have been omitted)	Cheniere	10-Q	10.3	11/6/2020
10.99*	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00041 Additional O&M Support (COVID-19), dated October 2, 2020 and (ii) the Change Order CO-00042 Replacement of Owner Spare Parts, dated December 31, 2020 (Portions of this exhibit have been omitted)
10.100	LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer)	Cheniere Partners	8-K	10.1	11/21/2011
10.101	Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer)	Cheniere Partners	10-Q	10.1	5/3/2013

130

10.102	Amendment of LNG Sale and Purchase Agreement (FOB), dated January 12, 2017, between SPL (Seller) and Gas Natural Fenosa LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.) (Buyer)	SPL (SEC File No. 333-215882)	S-4	10.3	2/3/2017
10.103	LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between SPL (Seller) and GAIL (India) Limited (Buyer)	Cheniere Partners	8-K	10.1	12/12/2011
10.104	Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and GAIL (India) Limited (Buyer)	Cheniere Partners	10-K	10.18	2/22/2013
10.105	Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between SPL (Seller) and BG Gulf Coast LNG, LLC (Buyer)	Cheniere Partners	8-K	10.1	1/26/2012
10.106	LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between SPL (Seller) and Korea Gas Corporation (Buyer)	Cheniere Partners	8-K	10.1	1/30/2012
10.107	Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and Korea Gas Corporation (Buyer)	Cheniere Partners	10-K	10.19	2/22/2013
10.108	Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL (Seller) and Cheniere Marketing, LLC (Buyer)	SPL	8-K	10.1	8/11/2014
10.109	Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC)	SPL	10-K	10.14	2/24/2017
10.110	LNG Sale and Purchase Agreement (FOB), dated April 1, 2014, between CCL (Seller) and Endesa Generación, S.A. (Buyer)	Cheniere	8-K	10.1	4/2/2014
10.111	LNG Sale and Purchase Agreement (FOB), dated April 7, 2014, between CCL (Seller) and Endesa S.A. (Buyer)	Cheniere	8-K	10.1	4/8/2014
10.112	Assignment and Amendment Agreement, dated April 7, 2014, among Endesa Generación S.A., Endesa S.A. and CCL	Cheniere	10-Q	10.3	5/1/2014
10.113	Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and CCL (Seller)	Cheniere	10-Q	10.9	10/30/2015
10.114	Amendment No. 2 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and CCL (Seller)	Cheniere	10-Q	10.10	10/30/2015
10.115	Amended and Restated LNG Sale and Purchase Agreement (FOB), dated March 20, 2015, between CCL (Seller) and PT Pertamina (Persero) (Buyer)	Cheniere	10-Q	10.5	4/30/2015
10.116	Amendment No. 1, dated February 4, 2016, to Amended and Restated LNG Sale and Purchase Agreement (FOB) between CCL and PT Pertamina (Persero), dated March 20, 2015	CCH	S-4	10.22	1/5/2017
10.117	Amendment No. 2 of Amended and Restated LNG Sale and Purchase Agreement, dated June 27, 2019, between CCL and PT Pertamina (Persero)	CCH	10-Q	10.1	11/1/2019
10.118	LNG Sale and Purchase Agreement (FOB), dated June 2, 2014, between CCL (Seller) and Gas Natural Fenosa LNG SL (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer)	Cheniere	8-K	10.1	6/2/2014
10.119	Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 27, 2018, between CCL (Seller) and Gas Natural Fenosa LNG GOM, Limited (Buyer)	Cheniere	10-Q	10.6	5/4/2018
10.120	Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP	CCH	S-4	10.32	1/5/2017
10.121	Amendment No. 1, dated June 26, 2015, to Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP	CCH	S-4	10.33	1/5/2017

131

10.122	Amendment No. 2, dated December 27, 2016, to Amended and Restated Base LNG Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP	CCH	S-4	10.34	1/5/2017
10.123	Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement with eleven Cameron Parish taxing authorities, dated October 23, 2007, by and between Cheniere Marketing, Inc. and SPLNG	Cheniere	10-Q	10.7	11/6/2007
10.124	Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among the Company, Cheniere Energy Partners GP, LLC, Cheniere Partners, Cheniere Class B Units Holdings, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to time	Cheniere Partners	8-K	10.1	8/6/2012
10.125	Fourth Amended and Restated Agreement of Limited Partnership of Cheniere Partners, dated February 14, 2017	Cheniere Partners	8-K	3.1	2/21/2017
10.126	Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated December 13, 2013	Cheniere Holdings	8-K	10.3	12/18/2013
10.127	Nomination and Standstill Agreement, dated August 21, 2015, by and between the Company, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C. Icahn, Jonathan Christodoro and Samuel Merksamer	Cheniere	8-K	99.1	8/24/2015
21.1*	Subsidiaries of the Company
23.1*	Consent of KPMG LLP
31.1*	Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2*	Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1**	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Exhibits are incorporated by reference to reports of Cheniere (SEC File No. 001-16383), Cheniere Partners (SEC File No. 001-33366), Cheniere Holdings (SEC File No. 001-36234), SPL (SEC File No. 333-192373), CCH (SEC File No. 333-215435) and SPLNG (SEC File No. 333-138916), as applicable, unless otherwise indicated.
*	Filed herewith.
**	Furnished herewith.
†	Management contract or compensatory plan or arrangement.

132

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in millions) 

	Year Ended December 31,
	2020		2019		2018
General and administrative expense	$	20	$	17	$	8
Other income (expense)
Interest expense, net of capitalized interest	(155)		(141)		(128)
Interest income	—		1		—
Loss on modification or extinguishment of debt	(50)		—		—
Equity in income of subsidiaries	77		490		607
Total other income (expense)	(128)		350		479
Income (loss) before income taxes	(148)		333		471
Income tax benefit	63		315		—
Net income (loss) attributable to common stockholders	$	(85)	$	648	$	471

The accompanying notes are an integral part of these condensed financial statements.

133

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

CONDENSED BALANCE SHEETS

(in millions) 

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Other current assets	1		1
Total current assets	2		56
Property, plant and equipment, net	30		17
Operating lease assets, net	22		24
Debt issuance and deferred financing costs, net	15		16
Investments in subsidiaries	2,324		1,139
Deferred tax assets, net	381		315
Total assets	$	2,774	$	1,567
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current operating lease liabilities	$	5	$	5
Current debt	103		—
Other current liabilities	37		9
Total current liabilities	145		14
Long-term debt, net	2,790		1,534
Non-current operating lease liabilities	30		33
Stockholders’ deficit	(191)		(14)
Total liabilities and stockholders’ deficit	$	2,774	$	1,567

The accompanying notes are an integral part of these condensed financial statements.

134

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in millions) 

	Year Ended December 31,
	2020		2019		2018
Net cash provided by operating activities	$	(285)	$	74	$	48
Cash flows from investing activities
Property, plant and equipment, net	(13)		(2)		—
Distribution from (investment in) subsidiaries	(481)		842		568
Net cash provided by investing activities	(494)		840		568
Cash flows from financing activities
Proceeds from issuance of debt	4,778		—		—
Repayments of debt	(3,143)		—		—
Debt issuance and deferred financing costs	(57)		—		(13)
Debt modification or extinguishment costs	(29)		—		—
Distribution and dividends to non-controlling interest	(626)		(591)		(576)
Payments related to tax withholdings for share-based compensation	(43)		(19)		(20)
Repurchase of common stock	(155)		(249)		—
Other	—		—		(7)
Net cash used in financing activities	725		(859)		(616)
Net increase in cash, cash equivalents and restricted cash	(54)		55		—
Cash, cash equivalents and restricted cash—beginning of period	55		—		—
Cash, cash equivalents and restricted cash—end of period	$	1	$	55	$	—

Balances per Condensed Balance Sheets:

	December 31,
	2020		2019
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Total cash, cash equivalents and restricted cash	$	1	$	55

The accompanying notes are an integral part of these condensed financial statements.

135

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

NOTES TO 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 August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

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 debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available.

136

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

NOTE 2—DEBT

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	$	3,145	$	1,903
Unamortized premium, discount and debt issuance costs, net	(355)		(369)
Total long-term debt, net	2,790		1,534
Current debt:
Current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		$	—
Unamortized premium, discount and debt issuance costs, net	(1)		$	—
Total current debt	103		—
Total debt, net	$	2,893	$	1,534

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2020 (in millions): 

Years Ending December 31,	Principal Payments
2021	$	476
2022	—
2023	148
2024	—
2025	—
Thereafter	2,625
Total	$	3,249

137

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

Issuances and Repayments

The following table shows the issuances and repayments of debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
2028 Cheniere Senior Secured Notes (1)	$	2,000
Cheniere Term Loan Facility	2,323
Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	4,778
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
2021 Cheniere Convertible Unsecured Notes (1)	$	(844)
Cheniere Term Loan Facility (1)	(2,175)
Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(3,474)

(1)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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, 2020, outstanding guarantees and other assurances aggregated approximately $542 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2020.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	22	$	24
Total right-of-use assets		$	22	$	24
Current operating lease liabilities	Current operating lease liabilities	$	5	$	5
Non-current operating lease liabilities	Non-current operating lease liabilities	30		33
Total lease liabilities		$	35	$	38

138

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

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	2020		2019
Operating lease cost (1)	General and administrative expense	$	10	$	9

(1)    Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively.

Future annual minimum lease payments for operating leases as of December 31, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)
2021	$	7
2022	8
2023	8
2024	7
2025	6
Thereafter	7
Total lease payments	43
Less: Interest	(8)
Present value of lease liabilities	$	35

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

	December 31,
	2020	2019
Weighted-average remaining lease term (in years)	5.7	6.6
Weighted-average discount rate	6.6%	5.5%

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

	Year Ended December 31,
	2020		2019
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		1

NOTE 5—SHARE REPURCHASE PROGRAM

On June 3, 2019, we announced that our Board authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

As of December 31, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors.  The share repurchase program

139

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

NOTE 6 —SUPPLEMENTAL CASH FLOW INFORMATION

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest, net of amounts capitalized	$	45	$	36	$	32
Non-cash investing and financing activities:
Non-cash capital distribution (1)	79		490		607
Additional interest in Cheniere Holdings acquired	—		—		702

(1)Amounts represent equity income of affiliates.

140

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in millions)

	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions		Balance at end of period
Year Ended December 31, 2020
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	—	$	7	$	—	$	—	$	7
Deferred tax asset valuation allowance	196		(6)		—		—		190
Year Ended December 31, 2019
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	30	$	16	$	—	$	(46)	$	—
Deferred tax asset valuation allowance	686		(490)		—		—		196
Year Ended December 31, 2018
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	30	$	—	$	—	$	—	$	30
Deferred tax asset valuation allowance	806		(120)		—		—		686

141

ITEM 16.    FORM 10-K SUMMARY

None.

142

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

CHENIERE ENERGY, INC.
(Registrant)
By:	/s/ Jack A. Fusco
	Jack A. Fusco
	President and Chief Executive Officer (Principal Executive Officer)
Date:	February 23, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jack A. Fusco	President and Chief Executive Officer and Director (Principal Executive Officer)	February 23, 2021
Jack A. Fusco
/s/ Zach Davis	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 23, 2021
Zach Davis
/s/ Leonard E. Travis	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 23, 2021
Leonard E. Travis
/s/ G. Andrea Botta	Chairman of the Board	February 23, 2021
G. Andrea Botta
/s/ Vicky A. Bailey	Director	February 23, 2021
Vicky A. Bailey
/s/ Nuno Brandolini	Director	February 23, 2021
Nuno Brandolini
/s/ David B. Kilpatrick	Director	February 23, 2021
David B. Kilpatrick
/s/ Sean Klimczak	Director	February 23, 2021
Sean Klimczak
/s/ Andrew Langham	Director	February 23, 2021
Andrew Langham
/s/ Donald F. Robillard, Jr.	Director	February 23, 2021
Donald F. Robillard, Jr.
/s/ Neal A. Shear	Director	February 23, 2021
Neal A. Shear
/s/ Andrew Teno	Director	February 23, 2021
Andrew Teno

143

EX-10.45

Exhibit 10.45

CHENIERE ENERGY, INC.

2020 INCENTIVE PLAN

PERFORMANCE STOCK UNIT AWARD AGREEMENT

1. Award. Cheniere Energy, Inc., a Delaware corporation (the “Company”), has awarded the undersigned Participant (for purposes of this Agreement, the “Participant”) performance stock units (this “Award”) effective as of the date set forth on the signature page hereto (the “Grant Date”) pursuant to the Company’s 2020 Incentive Plan (as amended or restated from time to time, the “Plan”). Unless otherwise defined in this Performance Stock Unit Award Agreement (this “Agreement”), capitalized terms used herein shall have the meanings assigned to them in the Plan.

2. Performance Stock Units. The Company hereby awards the Participant the

target number of performance stock units (“PSUs”) set forth in Schedule A (the “Target PSUs”). Each PSU constitutes an unfunded and unsecured promise by the Company to deliver (or cause to be delivered) one share of common stock, $0.003 par value per share, of the Company (a “Share”) or the value of one Share, as provided in Paragraph 6 below. The actual number of PSUs that will be earned is subject to the Committee’s certification of the level of achievement of the performance conditions set forth in Schedule A (the “Performance Metrics”) at the end of the applicable performance period (such earned PSUs, the “Earned PSUs”). The number of Shares covered by the Earned PSUs may range from 0% to 300% of the Target PSUs; provided that the number of Shares will be rounded down to the nearest whole Share. The Earned PSUs will be subject to vesting in accordance with Paragraph 3 below, and any PSUs that do not become Earned PSUs at the end of the performance period will be automatically forfeited without consideration.

3. Vesting. Subject to the Participant’s continued employment and Paragraphs 4 and 5, the Earned PSUs, if any, shall vest on the date on which the Committee certifies achievement of the Performance Metrics (the “Certification Date”). The Certification Date will be within 75 days following the end of the performance period set forth in Schedule A.

4. Termination of Employment or Services.

(A) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately subject, in the case of a termination due to Disability, to the Participant’s execution and delivery to the Company (and non-revocation of) a release of claims that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. If a release is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the PSUs covered by this Award effective as of the date of termination of employment.

(B) Except as otherwise provided in (A) the Plan, this Agreement or other agreement between the Company and the Participant, (B) any severance plan under which the Participant is eligible for benefits (“Severance Plan”) or (C) the Company’s Retirement Policy, the Participant will automatically forfeit the PSUs covered by this Award on the termination, resignation, or

removal of the Participant from employment with or services to the Company and its Affiliates for any reason prior to the date on which the PSUs vest. In the event of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides the Participant the most favorable treatment. In the event that the Participant is eligible for benefits under a Severance Plan that is terminated prior to the date on which the Participant’s employment terminates and no successor plan governs the treatment of this Award on a termination of employment, then this Award will be treated in accordance with the terms, conditions, and covenants set forth in the Severance Plan and exhibits thereto as it existed immediately prior to its termination.

5. Change in Control. In the event of a Change in Control of the Company, this Award will be treated in accordance with the Plan, Severance Plan or other agreement between the Company and the Participant, if applicable, and in the event of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides the Participant the most favorable treatment.

6. Settlement; Dividend Equivalents; Withholding of Taxes.

(A) Subject to the Severance Plan or Retirement Policy, if applicable, and Paragraph 6(B), on or as soon as reasonably practicable, but in no event later than the sixtieth (60th) day, following the date on which the Earned PSUs vest as determined in accordance with Paragraph 3, 4 or 5:

(i) if the vested Earned PSUs have a Fair Market Value of equal to or less than $3,000,000, an amount of cash equal to the Fair Market Value of the vested Earned PSUs will be delivered in respect of such Earned PSUs, and

(ii) if the vested Earned PSUs have a Fair Market Value of greater than $3,000,000, cash will be delivered in respect of the number of vested Earned PSUs with a Fair Market Value of $3,000,000 (rounded down to the nearest whole number of vested Earned PSUs) and Shares will be delivered in respect of the balance of the remaining vested Earned PSUs;

provided, however, that if vesting is contingent on the effectiveness of a release of claims, and the release period begins in one taxable year and ends in a subsequent taxable year, then the Shares and cash will be delivered in such subsequent taxable year. The Fair Market Value of Earned PSUs determined pursuant to this Paragraph 6(A) shall be based on the average closing price of a Share for the 45 trading days preceding the end of the performance period as reported on NYSE American. All ordinary cash dividends that would have been paid upon the Shares underlying the vested Earned PSUs (whether settled in cash or Shares) had such Shares been issued as of the Grant Date (as determined by the Committee) will be paid to the Participant (without interest) on the date on which the Earned PSUs are settled in accordance with this Paragraph 6(A) to the extent that the Earned PSUs vest.

(B) The Company’s obligation to deliver Shares or cash under this Award is subject to the payment of all federal, state and local income, employment and other taxes required to be withheld or paid by the Company in connection with this Award. The Company shall have the right to take any action as may be necessary or appropriate to satisfy any withholding obligations, provided, however, that except as otherwise agreed in writing by the Participant and the Company, if the Participant is an Executive Officer or an individual subject to Rule 16b-3, such tax

2

withholding obligations will be effectuated by the Company withholding a number of Shares and/or an amount of cash that would otherwise be issued and delivered in respect of the Earned PSUs with an aggregate value (based on the Fair Market Value of the Shares) equal to the amount of such tax withholding obligations.

7. Participant Covenants.

(A) Non-Competition. In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the Participant’s employment with the Company and/or its Affiliates and for one year following the Participant’s termination of employment for any reason, the Participant will not, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Territory that are competitive with the Business, provided, however, if the Participant voluntarily resigns without Good Reason (as defined in the Severance Plan), and not due to a Qualifying Retirement (as defined in the Retirement Policy), within three years following the Grant Date, this Paragraph 7(A) will only apply in the event the Company elects to make the payments set forth in Paragraph 7(E) subject the requirements of that Paragraph 7(E). Notwithstanding the foregoing, the Participant shall not be prohibited from passively owning less than 1% of the securities of any publicly-traded corporation. For purposes of this Paragraph 7(A), “Territory” means anywhere in which the Company engages in Business and “Business” means the business of (i) selling, marketing, trading or distributing liquefied natural gas and/or (ii) designing, permitting, constructing, developing or operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of a liquefied natural gas facility or facilities. Notwithstanding the foregoing, the Participant shall not be prohibited from being employed by, or consulting for, an entity that has a division immaterial to the business of such entity in the aggregate, which division may compete with, or could assist another in competing with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Participant is not employed in, and does not perform

work for or otherwise provide services to, the Competitive Division.

(B) Non-Solicitation. In exchange for the promises set forth herein, including the consideration set forth in Paragraph 1, and in order to protect the Company’s goodwill and other legitimate business needs, during the Participant’s employment with the Company and/or its Affiliates and for one year following the Participant’s termination of employment for any reason, the Participant will not, directly or indirectly, do any of the following or assist any other person, firm, or entity to do any of the following: (a) solicit on behalf of the Participant or another person or entity, the employment or services of, or hire or retain, any person who is employed by or is a substantially full-time consultant or independent contractor to the Company or any of its subsidiaries or affiliates, or was within six (6) months prior to the action; (b) induce or attempt to induce any employee of the Company or its affiliates to terminate that employee’s employment with the Company or such subsidiary or affiliate; (c) induce or attempt to induce any consultant or independent contractor doing business with or retained by the Company or its subsidiaries or affiliates to terminate their consultancy or contractual relationship with the Company or such subsidiary or affiliate or otherwise reduce the services they provide to the Company or such subsidiary or affiliate or (d) interfere with the relationship of the Company or any of its subsidiaries or affiliates with any vendor or supplier.

3

(C) Confidentiality. During employment and thereafter, the Participant shall maintain the confidentiality of the following information: proprietary technical and business information relating to any Company plans, analyses or strategies concerning international or domestic acquisitions, possible acquisitions or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information; manufacturing processes; installation, service, and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of any of the Company’s services and products, including components and parts thereof; non-public information acquired by the Company concerning the requirements and specifications of any of the Company’s agents, vendors, contractors, customers and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; documents relating to any of the Company’s legal rights and obligations; the work product of any attorney employed by or retained by the Company; and any other information which is sufficiently confidential, proprietary, and secret to derive economic value from not being generally known including with respect to intellectual property inventions and work product. The Participant shall maintain in the strictest confidence and will not, directly or indirectly, intentionally or inadvertently, use, publish, or otherwise disclose to any person or entity whatsoever, any of the information of or belonging to the Company or to any agent, joint venture, contractor, customer, vendor, or supplier of the Company regardless of its form, without the prior written explicit consent of the Company. The Participant acknowledges that the foregoing information is not generally known, is highly confidential and constitutes trade secrets or confidential information of the Company. The Participant shall take reasonable precautions to protect the inadvertent disclosure of information. The foregoing shall not apply to information that the Participant is required to disclose by applicable law, regulation, or legal process (provided that the Participant provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding the foregoing, nothing in this Agreement prohibits the Participant from reporting possible violations of federal law or regulation to any government agency or entity or making other disclosures that are protected under whistleblower provisions of law. The Participant does not need prior authorization to make such reports or disclosures and is not required to notify the Company that the Participant

has made any such report or disclosure.

(D) Non-Disparagement. During employment and thereafter, the Participant shall not make or publish any disparaging statements (whether written, electronic or oral) regarding, or otherwise malign the business reputation of, the Company, its affiliates or any of their respective officers, directors, managers, employees or partners.

(E) Voluntary Resignation. If (a) the Participant voluntarily resigns without Good Reason (and not due to a Qualifying Retirement) within three years following the Grant Date and (b) the Company elects to enforce the covenants in Paragraph 7(A), then the Company agrees, as further consideration for such covenants, to continue to pay the Participant his or her base salary (at the rate in effect at the time of the Participant’s voluntary resignation) in accordance with the Company’s regular payroll dates for one year following the date of voluntary resignation. The payment of the Participant’s base salary in accordance with this Paragraph 7(E) will begin on the first payroll after the 60th day following the Participant’s voluntary resignation (with the first payment including the aggregate amount that would have been paid in the first sixty (60) days) subject to the Participant’s execution and delivery to the Company (and non-revocation) of a Release Agreement that becomes fully effective and irrevocable within fifty-five (55) days

4

following the date of voluntary resignation. If a Release Agreement is not timely executed and delivered to the Company by the Participant, or if such Release Agreement is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will not be entitled to the base salary continuation set forth in this Paragraph 7(E). The Participant agrees to promptly notify the Company of the date on which the Participant begins employment with a new employer in compliance with this Paragraph 7 (the “Commencement Date”) within 12 months following the Participant’s voluntary resignation. The Company will not have any obligation to pay the Participant’s base salary in accordance with this Paragraph 7(E) after the Commencement Date.

(F) Participant Acknowledgements.

(i) The Participant agrees that the restrictions in this Paragraph 7 are reasonable in light of the scope of the Company’s business operations, the Participant’s position within the Company, the interests which the Company seeks to protect, and the consideration provided to the Participant. The Participant agrees that these restrictions go only so far as to protect the Company’s business and business interests, and that those interests are worth protecting for the continued success, viability, and goodwill of the Company.

(ii) The Participant expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in this Paragraph 7 may result in substantial, continuing, and irreparable injury to the Company and its subsidiaries and affiliates for which monetary damages alone would not be a sufficient remedy. Therefore, the Participant hereby agrees that, in addition to any other remedy that may be available to the Company (including pursuant to Paragraph 9), in the event of any breach or threatened breach of any of the terms and/or conditions set forth in this Paragraph 7, the Company shall be entitled to injunctive relief, specific performance or other equitable relief by a court of appropriate jurisdiction, without the requirement of posting bond or the necessity of proving irreparable harm or injury as a result of such breach or threatened breach. Without limitation on the Company’s rights under the foregoing sentence or under Paragraph 9, (a) in the event of any actual breach of any of the terms and/or conditions set forth in Paragraph 7(A) or 7(B) during the term of such covenants, or (b) in the event of any actual breach of any of the terms and/or conditions set forth in Paragraphs 7(C) or (D) of this Agreement prior to the first anniversary of the date on which the Participant’s employment terminates for any reason: (i) if the Award is unvested, then the Award will immediately be forfeited for no consideration; (ii) the Company will cease to be obligated to furnish the Participant any further payments or deliveries pursuant to this Agreement; and (iii) the Participant shall promptly repay to the Company an amount equal to the gain realized in respect of this Award within the three preceding years (which gain shall be deemed to be an amount equal to the aggregate (x) cash amount and (y) with respect to Shares, the Fair Market Value on the date on which the Award is settled delivered to the Participant under this Award within such three-year period); provided that the foregoing repayment obligations, and the cessation of further payments and benefits, shall be without prejudice to the Company’s other rights.

(iii) Notwithstanding any other provision to the contrary, the Participant acknowledges and agrees that the restrictions set forth in this Paragraph 7, as applicable, shall be tolled during any period of violation of any of the covenants therein and during any other period required for litigation during which the Company seeks to enforce such covenants against the Participant.

8. Cooperation. Following the termination of the Participant’s employment with the Company for any reason, the Participant agrees (i) to reasonably cooperate with the Company and its directors, officers, attorneys and experts, and take all actions the Company may reasonably

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request, including but not limited to cooperation with respect to any investigation, government inquiry, administrative proceeding or litigation relating to any matter in which the Participant was involved or had knowledge during the Participant’s employment with the Company and (ii) that, if called upon by the Company, the Participant will provide assistance with respect to business, personnel or other matters which arose during the Participant’s employment with the Company or as to which the Participant has relevant information, knowledge or expertise, with such cooperation including, but not limited to, completing job tasks in progress, transitioning job tasks to other Company personnel, responding to questions and being available for such purposes. Any cooperation requests shall take into account the Participant’s personal and business commitments, and the Participant shall be reasonably compensated for the Participant’s time (if appropriate for the matter) and further reimbursed for any documented expenses (including reasonable attorney’s fees) incurred in connection with such cooperation within thirty (30) days of the Participant providing an invoice to the Company.

9. Forfeiture/Clawback.

(A) The delivery of Shares or cash under this Award is subject to any policy (whether in existence as of the Grant Date or later adopted) established by the Company or required by applicable law providing for clawback or recovery of amounts that were paid to the Participant. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

(B) In addition to Paragraph 9(A) and notwithstanding anything to the contrary in this Agreement, if the Board or Committee determines that (i) any material misstatement of financial results has occurred as a result of the Participant’s conduct or (ii) the Participant has, without the consent of the Company, violated a non-competition, non-solicitation or non-disclosure covenant (including the covenants in Paragraph 7) between the Participant and the Company or any Affiliate, then the Board or Committee may in its sole discretion (a) determine that all or any portion of any unvested PSUs shall be forfeited for no consideration and/or (b) require the Participant to promptly repay to the Company any gain realized in respect of this Award within the three years preceding the date on which the Board or Committee determines that any of the events described in prongs (i) and (ii) above has occurred (which gain shall be deemed to be an amount equal to the aggregate (x) cash amount and (y) with respect to Shares, the Fair Market Value, on the date on which the Award is settled delivered to the Participant under this Award within such three-year period). Unless otherwise required by law, the provisions of this Paragraph 9(B) shall apply during the Participant’s employment with the Company and/or its Affiliates and for one year following the Participant’s termination of employment for any reason. The foregoing forfeiture and repayment obligations shall be without prejudice to any other rights that the Company may have.

10. Effect of the Plan.This Award is subject to all of the provisions of the Plan and this Agreement, together with all of the rules and determinations from time to time issued by the Committee and/or the Board pursuant to the Plan, including the restrictions in the Plan on the transferability of awards. In the event of a conflict between any provision of the Plan and this Agreement, the provisions of this Agreement shall control but only to the extent such conflict is permitted under the Plan. By accepting this Award, the Participant acknowledges that he or she has received a copy of the Plan and agrees that the Participant will enter into such written representations, warranties and agreements and execute such documents as the Company may reasonably request in order to comply with applicable securities and other applicable laws, rules or regulations, or with this document or the terms of the Plan, the Severance Plan or the Cheniere Retirement Plan, as applicable.

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11. Amendment and Termination; Waiver. This Agreement, together with the Plan, constitutes the entire agreement by the Participant and the Company with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the Participant and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may not be amended or terminated by the Company in a manner that would be materially adverse to the Participant without the written consent of the Participant, provided that the Company may amend this Agreement unilaterally (a) as provided in the Plan or (b) if the Company determines that an amendment is necessary to comply with applicable law (including the requirements of the Code). Any provision for the benefit of the Company contained in this Agreement may be waived in writing, either generally or in any particular instance, by the Company. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

12. Unsecured Obligation. The Company’s obligation under this Agreement shall be an unfunded and unsecured promise. The Participant’s right to receive the payments and benefits contemplated hereby from the Company under this Agreement shall be no greater than the right of any unsecured general creditor of the Company, and the Participant shall not have nor acquire any legal or equitable right, interest or claim in or to any property or assets of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Participant and the Company or any other person.

13. No Right To Continued Employment. Neither this Award nor anything in this Agreement shall confer upon the Participant any right to continued employment with the Company (or its Affiliates or their respective successors) or shall interfere in any way with the right of the Company (or its Affiliates or their respective successors) to terminate the Participant’s employment at any time.

14. Tax Matters; No Guarantee of Tax Consequences. This Agreement is intended to be exempt from, or to comply with, the requirements of Section 409A of the Code and this Agreement shall be interpreted accordingly; provided that in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Each payment under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code. The Company makes no commitment or guarantee to the Participant that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.

15. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware to the extent federal law does not supersede and preempt Delaware law (in which case such federal law shall apply).

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16. Severability; Interpretive Matters. In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural and vice versa. The terms “includes” or “including” in this Agreement shall be construed as “including without limitation”, so that terms following “includes” or “including” are not exhaustive. The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement granted hereunder for construction or interpretation.

17. Counterparts. This Agreement may be signed in any number of counterparts, each of which will be an original, with the same force and effect as if the signature thereto and hereto were upon the same instrument.

[Remainder of Page Blank – Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date

indicated below.

COMPANY:
CHENIERE ENERGY, INC.
By:	/s/ Hilary Ware
	Name: Hilary Ware
	Title: Chief Human Resources Officer

I hereby accept the Award subject to all of the terms and provisions hereof. I acknowledge and agree that the Award shall vest and become payable, if at all, only during the period of my continued service with the Company or as otherwise provided in this Agreement (not through the

act of issuing the Award).

PARTICIPANT:
By:	###PARTICIPANT_NAME###
	Name: ###PARTICIPANT_NAME###

Grant Date: ###GRANT_DATE###

[Signature Page – Performance Stock Unit Award under 2020 Incentive Plan]

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EX-10.46

Exhibit 10.46

AMENDED AND RESTATED

CHENIERE ENERGY, INC.

KEY EXECUTIVE

SEVERANCE PAY PLAN

(EFFECTIVE AS OF NOVEMBER 4, 2020)

AND SUMMARY PLAN DESCRIPTION

AMENDED AND RESTATED

CHENIERE ENERGY, INC.

KEY EXECUTIVE

SEVERANCE PAY PLAN

(EFFECTIVE AS OF NOVEMBER 4, 2020)

AND SUMMARY PLAN DESCRIPTION

SECTION 1

PURPOSE

The purpose of the Plan is to provide Severance Benefits to each Executive whose employment is terminated as a result of a Qualifying Termination and Change in Control Benefits to each Executive upon a Change in Control, as applicable. The Plan is not intended to provide Severance Benefits to any individual who is not an Executive and who does not suffer a Qualifying Termination. The Plan, as a “severance pay arrangement” as defined in Section 3(2)(B)(i) of ERISA, is intended to be and shall be administered and maintained as an unfunded welfare benefit plan under Section 3(1) of ERISA. The Plan is intended to be a “top hat” plan under ERISA. The document serves as both the formal Plan document and the summary plan description. The Plan originally became effective on January 1, 2017 and was previously amended and restated effective January 11, 2018. This amendment and restatement of the Plan is effective November 4, 2020.

SECTION 2

DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1“Affiliate” shall mean a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

2.2“Annual Base Pay” shall mean, as it relates to any Executive, such Executive’s gross annual base salary as reflected in the Company’s records and as in effect immediately prior to the Qualifying Termination.

2.3“Annual Bonus” shall mean the amount of the Executive’s annual cash bonus for the applicable calendar year.

2.4“Board” shall mean the Board of Directors of the Company.

2.5 “Cause” shall mean, with respect to an Executive, that such Executive experiences a Termination as a result of any of the following:

(a)the willful commission by the Executive of a crime or other act of misconduct that causes or is likely to cause substantial economic damage to the Company or an Affiliate or substantial injury to the business reputation of the Company or an Affiliate;

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(b)the commission by the Executive of an act of fraud in the performance of the Executive’s duties on behalf of the Company or an Affiliate;

(c)the willful and material violation by the Executive of the Company’s Code of Business Conduct and Ethics Policy; or

(d)the continuing and repeated failure of the Executive to perform his or her duties to the Company or an Affiliate, including by reason of the Executive’s habitual absenteeism (other than such failure resulting from the Executive’s incapacity due to physical or mental illness), which failure has continued for a period of at least thirty (30) days following delivery of a written demand for substantial performance to the Executive by the Board (or any individual designated such authority by the Board or otherwise) which specifically identifies the manner in which the Board (or any individual designated such authority by the board or otherwise) believes that the Executive has not performed his or her duties;

provided, however, that, notwithstanding anything to the contrary in this Plan, for purposes of determining whether “Cause” exists under this Plan, no act, or failure to act, on the part of the Executive shall be considered “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company or an Affiliate, as the case may be.

The determination of whether Cause exists with respect to an Executive shall be made by the Board (or any individual designated such authority by the Board or otherwise) in its sole discretion.

2.6“Change in Control” shall mean the occurrence of any one of the following events:

(a)any “person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) the Company or any Affiliate, (B) any employee benefit plan of the Company or of any Affiliate, (C) an entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (D) an underwriter temporarily holding securities pursuant to an offering of such securities (a “Person”), becomes the “beneficial owner” (as defined in Rule 13d-3(a) of the Exchange Act), directly or indirectly, of securities of the Company representing 50.1% or more of the shares of voting stock of the Company then outstanding; or

(b)the consummation of any merger, organization, business combination or consolidation of the Company with or into any other company, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power of the voting securities of the Company or the surviving company or the parent of such surviving company; or

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(c)the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets, or the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(d)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date of this Plan whose nomination by the Board was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest or threatened election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board.

Notwithstanding the foregoing, a Change in Control shall not occur or be deemed to occur if any event set forth in subsections (a) - (d) above, that would otherwise constitute a Change in Control occurs as a direct result of the consummation of a transaction solely between the Company and one or more of its controlled Affiliates.

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation payable pursuant to this Plan would be subject to the income tax under the Section 409A Rules if the foregoing definition of “Change in Control” were to apply, but would not be so subject if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5), then “Change in Control” means, but only to the extent necessary to prevent such compensation from becoming subject to the income tax under the Section 409A Rules, a transaction or circumstance that satisfies the requirements of both (1) a Change in Control under the applicable clause (a) through (d) above, and (2) a “change in control event” within the meaning of Treasury Regulation Section § 1.409A-3(i)(5).

2.7“Change in Control Benefit” shall mean the acceleration of vesting of outstanding Incentive Awards that may become available under Section 3.2.

2.8“COBRA” shall mean Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

2.9“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and administrative guidance promulgated thereunder.

2.10“Company” shall mean Cheniere Energy, Inc.

2.11“Continued Benefits” shall mean the continuation of subsidized health benefits to be provided in a manner as determined by the Plan Administrator in its sole discretion.

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2.12“Effective Date” shall mean the original effective date of this Plan, January 1, 2017.

2.13“Employer” shall mean, as it relates to any Executive on any date, the Company or Related Employer that employs the Executive on such date.

2.14“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations and administrative guidance promulgated thereunder.

2.15“Executive” shall mean an individual who is (i) a common law U.S.-based employee of the Company or of a Related Employer and (ii) an executive or vice president of the Company or of a Related Employer (except where specifically further defined herein).

2.16“Executive Multiplier” shall mean:

(a)in the case of a Qualifying Termination not during the Protection Period, (i) two (2), with respect to the Chief Executive Officer of the Company, (ii) one and one-half (1.5), with respect to any Executive (A) that reports directly to the Chief Executive Officer of the Company or (B) is otherwise a senior vice president of or an executive vice president of the Company or such other equivalent thereof (including, by way of example, the General Counsel of the Company) and also an officer of the Company, and (iii) one (1), with respect to an Executive not covered under either clause (i) or (ii) hereof; and

(b)in the case of a Qualifying Termination during the Protection Period, (i) three (3), with respect to the Chief Executive Officer of the Company, (ii) two (2), with respect to any Executive (A) that reports directly to the Chief Executive Officer or (B) is otherwise a senior vice president of or an executive vice president of the Company or such other equivalent thereof (including, by way of example, the General Counsel of the Company) and also an officer of the Company, and (iii) one and one-half (1.5), with respect to an Executive not covered under either clause (i) or (ii) hereof.

2.17“Good Reason” shall mean as to any Executive,

(a)Prior to a Change in Control, the occurrence of any of the following events or conditions:

(i)     a material diminution in the Executive’s (applicable to senior vice president and executive vice president of the Company and above only) authority, duties, or responsibilities with the Company or the applicable Related Employer, (excluding, for the avoidance of doubt, a vice president from this subsection (a)(i));

(ii)     a reduction by the Company or the applicable Related Employer in the Executive’s Annual Base Pay of more than five percent (5%) (other than a reduction that is part of reductions in Annual Base Pay for Executives generally); or

(iii)     the requirement by the Company or the applicable Related Employer that the principal place of business at which the Executive performs his or her duties be

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permanently changed to a location more than fifty (50) miles from his or her then current principal place of business.

(b)Upon or following a Change in Control, the occurrence of any of the following events or conditions:

(i)     a change in the Executive’s status, title, position or responsibilities, including reporting responsibilities which represents a substantial reduction of his or her status, title, position or responsibilities as in effect immediately prior thereto;

(ii)     the removal from or failure to re-elect the Executive to the office or position in which he or she last served, unless such removal or failure to re-elect is by reason of removal or failure to re-elect (I) for Cause, (II) as a result of the Executive’s death or disability, or (III) voluntary resignation by or request for removal by the Executive from such office or position;

(iii)     the assignment to the Executive of any duties, responsibilities, or reporting requirements which are materially adverse with his or her position with the Company or the applicable Related Employer, or any material diminishment, on a cumulative basis, of the Executive’s overall duties, responsibilities, or status;

(iv)     a material reduction by the Company or the applicable Related Employer in the Executive’s Annual Base Pay; or

(v)     the requirement by the Company or the applicable Related Employer that the principal place of business at which the Executive performs his or her duties be changed to a location more than fifty (50) miles from his or her then current principal place of business.

Notwithstanding any of the foregoing, an Executive cannot terminate his or her employment for Good Reason unless he or she has provided written notice to the Company of the existence of the circumstances alleged to constitute Good Reason within thirty (30) days of the initial existence of such circumstances and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. In the event the Company does not timely cure such circumstances and if the Executive does not terminate his or her employment for Good Reason within ninety (90) days after the first occurrence of the applicable circumstances, then the Executive will be deemed to have waived his or her right to terminate for Good Reason with respect to such circumstances.

2.18“Incentive Award” shall mean (a) any equity award (other than a new hire award), equity-based award (including any such equity-based award settled in cash) (other than a new hire award), and annual award, in each case granted on or after the Effective Date and (b) any new hire award and retention award, regardless of the grant date, in all cases granted pursuant to a Company plan, arrangement or agreement.

2.19“Lookback Period” shall mean the three (3) month portion of the Protection Period that precedes the Change in Control.

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2.20“Plan” shall mean the Cheniere Energy, Inc. Key Executive Severance Pay Plan (Effective as of January 1, 2017), as the same may be amended from time to time.

2.21“Plan Administrator” shall mean the Company or such person or committee appointed thereby to administer the Plan.

2.22“Plan Year” shall mean the calendar year.

2.23“Prorated Target Bonus Amount” means the Executive’s Target Bonus, if any, for the year in which the Qualifying Termination occurs multiplied by a fraction, the numerator of which is the number of days during such year that have elapsed prior to such Qualifying Termination and the denominator of which is 365.

2.24“Protection Period” shall mean the period beginning three (3) months prior to a Change in Control and ending two (2) years after such Change in Control.

2.25“Qualifying Termination” shall mean the Termination of an Executive either (a) by the Company or, if applicable, the Employer, in either case without Cause at a time when the Executive is otherwise willing and able to continue in employment or (b) by the Executive for Good Reason. In no event shall a Termination of an Executive as a result of (w) such Executive’s death, (x) such Executive’s disability, (y) Termination by the Company or a Related Employer of such Executive for Cause, or (z) Termination by the Executive other than for Good Reason constitute a Qualifying Termination.

2.26“Related Employer” shall mean (a) an Affiliate that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) that includes the Company, (b) an Affiliate (whether or not incorporated) that is in common control (as defined in section 414(c) of the Code) with the Company, or (c) an Affiliate that is a member of the same affiliated service group (as defined in section 414(m) of the Code) as the Company.

2.27“Release Agreement” shall mean the agreement which an Executive must execute in order to receive Change in Control or Severance Benefits under the Plan which shall be in a form similar to that attached as Exhibit A hereto and acceptable to the Company.

2.28“Section 409A Rules” shall mean Section 409A of the Code and the regulations and administrative guidance promulgated thereunder.

2.29“Severance Benefits” shall mean (a) the Severance Pay, (b) the Continued Benefits, (c) the acceleration of vesting of outstanding Incentive Awards that may become available under Section 5.5, (d) the Prorated Target Bonus Amount, (e) the amount of the Executive’s unpaid Annual Bonus (if any) for the year prior to the year in which the Qualifying Termination occurs to the extent earned based on actual performance achieved and (f) such outplacement services (if any) as may be provided or made available under Section 5.6.

2.30“Severance Pay” shall mean, with respect to an applicable Executive, an amount equal to the product of (a) the Executive’s Executive Multiplier multiplied by (b) the sum of such

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Executive’s (i) Annual Base Pay plus (ii) full amount of the Executive’s Target Bonus for the year of the Qualifying Termination.

2.31“Target Bonus” shall mean the amount of the Executive’s “target” annual cash bonus for the applicable year.

2.32“Termination” shall mean a “separation from service” as defined in the Section 409A Rules of an Executive with respect to the Company and its Affiliates and which separation both the Employer and Executive reasonably believe to be permanent.

2.33“Termination Date” shall mean the date the applicable Executive experiences a Termination.

SECTION 3

CHANGE IN CONTROL BENEFIT

3.1Eligibility for Change in Control Benefit

Subject to the terms and conditions of the Plan, an Executive will become entitled to the Change in Control Benefit under the Plan only if he or she remains continuously employed with the Company and the Related Employers from the date of his or her commencement of participation in the Plan through the date of a Change in Control.

3.2Treatment of Outstanding Incentive Awards

(a)Subject to the terms of the Plan and, except as otherwise provided in this Section 3.2, notwithstanding the terms of any Company plan or award agreement thereunder or other agreement or arrangement to the contrary, with respect to each Executive eligible for the Change in Control Benefit, such Executive shall be entitled to:

(i)     all of the Executive’s outstanding unvested time-based Incentive Awards will automatically vest in full as of the date of the Change in Control,

(ii)     the Executive’s outstanding unvested performance-based Incentive Awards that vest based on total shareholder return (“TSR”) will vest as of the date of the Change in Control based on actual TSR as of the date of the Change in Control, and

(iii)     the Executive’s outstanding unvested performance-based Incentive Awards that vest as of the date of the Change in Control based on performance metrics other than TSR will vest at the target level for such Incentive Awards.

(b)Notwithstanding anything in this Section 3.2 to the contrary, (i) to the extent an applicable Incentive Award agreement, plan or similar agreement governing an Executive’s outstanding Incentive Awards provides for more favorable treatment of such awards, the terms of such Incentive Award agreement, plan or similar agreement shall control with respect thereto, and (ii) this Section 3.2 shall not apply to outstanding Incentive Awards that (A)

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are equity or equity-based, (B) have been granted to the Chief Executive Officer of the Company and (C) are outstanding and unvested as of the Effective Date.

3.3Requirement for Release Agreement

No Change in Control Benefit will be provided to an Executive unless that Executive, in the sole determination of the Plan Administrator, has properly executed and delivered to the Company a Release Agreement and such Release Agreement has become irrevocable as provided therein within fifty-five (55) days following the date of the Change in Control. To be “properly executed,” such Release Agreement must (among other requirements the Plan Administrator may establish) be executed on or after the date of the Change in Control.

3.4Settlement of Vested Incentive Awards

Subject to the terms and conditions of the Plan, an Executive’s outstanding Incentive Awards vesting pursuant to Section 3.2 shall be settled as soon as administratively practicable following the expiration of the period during which the Executive may revoke the Release Agreement pursuant to the terms of the Release Agreement, but in all events no later than the end of the sixtieth (60th) day following the date of the Change in Control; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in a subsequent taxable year, the outstanding Incentive Awards vesting pursuant to Section 3.2 will in all events be settled in such subsequent taxable year. Notwithstanding the immediately preceding sentence, if any outstanding Incentive Award the vesting of which accelerates pursuant to Section 3.2 is required to comply with the Section 409A Rules or is subject to Section 83 of the Code, the settlement date thereof shall be such date as required by the applicable Incentive Award agreement or plan.

SECTION 4

ENTITLEMENT TO SEVERANCE BENEFITS

4.1Eligibility for Severance Benefits

Subject to the terms and conditions of the Plan, an Executive will become entitled to Severance Benefits under the Plan only if he or she experiences a Qualifying Termination. An Executive shall not be entitled to Severance Benefits if he or she does not experience a Qualifying Termination.

4.2Death of an Executive

If an Executive whose employment terminates in a Qualifying Termination dies after his or her Termination Date but before the Executive receives the Severance Benefits to which he or she is entitled, the Severance Benefits will be paid to the Executive’s surviving spouse as then reflected in the Company’s records or, if the Executive does not have a surviving spouse so reflected in the Company’s records, to the Executive’s estate. In the event the Release Agreement with respect to a deceased Executive has not become final by such Executive’s date of death, then the Executive’s surviving spouse or estate, as applicable, must timely execute, deliver and not revoke the Release Agreement.

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4.3Requirement for Release Agreement

No Severance Benefits will be paid to any Executive unless that Executive, in the sole determination of the Plan Administrator, has properly executed and delivered to the Company a Release Agreement and such Release Agreement has become irrevocable as provided therein within fifty-five (55) days following the date of the Qualifying Termination. To be “properly executed,” such Release Agreement must (among other requirements the Plan Administrator may establish) be executed on or after the Executive’s Termination Date.

SECTION 5

SEVERANCE BENEFITS

5.1Form and Time of Payment of Severance Pay

Subject to the terms and conditions of the Plan, Severance Pay shall be paid in a lump sum in cash. Severance Pay shall be paid as soon as administratively practicable following the expiration of the period during which the Executive may revoke the Release Agreement pursuant to the terms of the Release Agreement, but in all events no later than the sixtieth (60th) day following the date of the Qualifying Termination (such sixty (60)-day period, the “Severance Pay Period”); provided, however, that if the Severance Pay Period begins in one taxable year and ends in a subsequent taxable year, the Severance Pay will in all events be paid in such subsequent taxable year. The Severance Pay payable to any Executive shall be solely the obligation of the Employer by whom the Executive was employed on his or her Termination Date.

5.2Reduction of Severance Pay to Avoid Duplication

(a)If an Executive is a party to an employment, severance, termination, change of control, salary continuation or other similar agreement with the Company or any Affiliate, or is a participant in any other severance plan, practice or policy of the Company or any Affiliate, the Severance Pay to which the Executive may be entitled under this Plan shall be reduced (but not below zero) by the amount of severance, termination, change of control, salary continuation or other similar pay to which he or she may be entitled under such other agreement, plan, practice or policy (provided that any such reduction shall not take into account the value of any acceleration of vesting of such Executive’s outstanding awards under Company equity plans); provided, that the reduction set forth in this sentence shall not apply as to any such other agreement, plan, practice or policy which contains a reduction provision substantially similar to this sentence, so long as the Plan Administrator establishes to its satisfaction that the reduction provision of such other agreement, plan, practice or policy shall be applied. The Severance Pay to which an Executive is otherwise entitled shall be further reduced (but not below zero) by any payments and benefits to which the Executive may be entitled under any federal, state or local plant-closing (or similar or analogous) law (including, but not limited to, entitlement to pay and continued employee benefits (or the cash value of either of the foregoing) pursuant to the Worker Adjustment and Retraining Notification Act, as amended).

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(b)To the extent permitted by applicable law, including applicable restrictions on offsets under the Section 409A Rules, the Severance Pay to which any Executive is entitled may, in the sole discretion of the Plan Administrator, be reduced by the amount of any indebtedness of the Executive to the Company or any of its Affiliates, and the amount of any such reduction shall be applied as a repayment or forgiveness of such indebtedness to such extent.

5.3Prorated Target Bonus Amount

(a)Subject to the terms and conditions of the Plan, with respect to each Executive whose Termination entitles him or her to Severance Pay, such Executive shall receive his or her Prorated Target Bonus Amount.

(b)Subject to the terms and conditions of the Plan, an Executive’s Prorated Target Bonus Amount shall be paid in a lump sum in cash as soon as administratively practicable following the expiration of the period during which the Executive may revoke the Release Agreement pursuant to the terms of the Release Agreement, but in all events no later than the end of the Severance Pay Period; provided, however, that if the Severance Pay Period begins in one taxable year and ends in a subsequent taxable year, the Prorated Target Bonus will in all events be paid in such subsequent taxable year. The Prorated Target Bonus payable to any Executive shall be solely the obligation of the Employer by whom the Executive was employed on his or her Termination Date.

5.4Continued Benefits

Subject to the terms and conditions of the Plan, with respect to each Executive whose Termination entitles him or her to Severance Pay, such Executive shall receive, subject to timely election pursuant to COBRA and remaining eligible therefor, if applicable, Continued Benefits equal to (a) with respect to the Chief Executive Officer of the Company and (i) any Executive that directly reports to the Chief Executive Officer or (ii) is otherwise a senior vice president of or an executive vice president of the Company or such other equivalent thereof (including, by way of example, the General Counsel of the Company) and also an officer of the Company or an Affiliate, twenty-four (24) months of Continued Benefits and (b) with respect to all other Executives, twelve (12) months of Continued Benefits. In the event an Executive ceases to be eligible to continue coverage under the Company’s group health plans pursuant to COBRA other than as a result of failure to make a timely election therefor or of obtaining new employment that makes available employer-provided health benefits, the Company shall pay to such Executive, on a monthly basis for the remainder of the period that the Continued Benefits would have remained in effect had such COBRA eligibility not ceased, a monthly amount equal to the amount of the health care premiums the Company was paying or causing to be waived on behalf of Executive immediately prior to such loss of eligibility. In the event an Executive ceases, following his or her Termination, to be eligible for the Continued Benefits pursuant to the first sentence of this Section 5.4, such Executive shall promptly inform the Company in writing of such ineligibility. Notwithstanding any of the foregoing, the Company may modify the Continued Benefits provided by this Section 5.4 to the extent reasonably necessary to avoid the imposition of any excise taxes or other penalties on the Company or any of its Affiliates for failure to comply with the requirements of the Patient Protection and Affordable Care Act of

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2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended.

5.5Treatment of Outstanding Incentive Awards

(a)Subject to the terms and conditions of the Plan, with respect to each Executive whose Termination entitles him or her to Severance Pay, such Executive shall be entitled to acceleration of vesting of:

(i)     in the event of a Qualifying Termination of an Executive not during the Protection Period,

(A)     with respect to the Executive’s outstanding unvested time-based Incentive Awards, (I) subject to Section 5.5(a)(iii), such Incentive Awards that were granted within the six (6) month period immediately preceding the Qualifying Termination will be automatically forfeited for no consideration, and (II) subject to subclause (I) hereof, all of the Executive’s outstanding unvested time-based Incentive Awards will automatically vest, and

(B)     with respect to the Executive’s outstanding unvested performance-based Incentive Awards, (I) subject to Section 5.5(a)(iii), such Incentive Awards that were granted within the six (6) month period immediately preceding the Qualifying Termination will be automatically forfeited for no consideration, and (II) subject to subclause (I) hereof, (1) each of the Executive’s outstanding unvested performance-based Incentive Awards shall remain outstanding with respect to the portion of such Incentive Award multiplied by a fraction (not to exceed 1), the numerator of which is the whole number of months elapsed during the applicable performance period the Executive was employed (or, if longer, during the service vesting period the Executive was employed), and the denominator of which is the whole number of months in the performance period (or, if longer, in the service vesting period) with respect thereto, and (2) the portion of such performance-based Incentive Awards that remains outstanding following application of subclause (1) shall vest, if at all, upon completion of the applicable performance period based on actual performance levels achieved. For purposes of this Section 5.5, the service vesting period shall be the period from the grant date through the date on which (but for the termination-related vesting provisions in this Section 5.5 or otherwise) Executive is required to remain employed in order to vest in such Incentive Award; and

(ii)     in the event of a Qualifying Termination of an Executive during the Protection Period,

(A)     all of the Executive’s outstanding unvested time-based Incentive Awards will automatically vest in full,

(B)    the Executive’s outstanding unvested performance-based Incentive Awards that vest based on TSR will vest based on actual TSR as of the date of the Change in Control, and

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(C) the Executive’s outstanding unvested performance-based Incentive Awards that vest based on performance metrics other than TSR will vest at the target level for such Incentive Awards.

(iii)     Notwithstanding anything in this Section 5.5, the applicable provisions of the Executive’s Incentive Award agreements or the relevant plan governing such Incentive Awards to the contrary, if a Qualifying Termination occurs prior to a Change in Control, (A) no Incentive Awards that are unvested as of the Qualifying Termination (after taking into account vesting acceleration pursuant to Section 5.5(a)(i)) shall lapse or be forfeited solely on account of such Qualifying Termination; provided, however, if the Change in Control has not occurred within the 3-month period immediately following the Qualifying Termination thus resulting in such Qualifying Termination occurring outside the Protection Period, all such unvested Incentive Awards shall automatically lapse and be forfeited for no consideration at the end of such 3-month period and (B) with respect to performance-based Incentive Awards, if the applicable performance period ends after the Qualifying Termination but prior to a Change in Control and such Change in Control occurs within the 3-month period immediately following the Qualifying Termination, the Executive shall be entitled, with respect to such Incentive Award, to the greater of the amount resulting from the application of Section 5.5(a)(i)(B) and Section 5.5(a)(ii)(B) or (C), as applicable.

(b)Subject to the terms and conditions of the Plan, an Executive’s outstanding Incentive Awards vesting pursuant to Section 5.5(a) shall be settled as soon as administratively practicable following the expiration of the period during which the Executive may revoke the Release Agreement pursuant to the terms of the Release Agreement, but in all events no later than the end of the Severance Pay Period; provided, however, that if the Severance Pay Period begins in one taxable year and ends in a subsequent taxable year, the outstanding Incentive Awards vesting pursuant to Section 5.5(a) will in all events be settled in such subsequent taxable year. Notwithstanding the immediately preceding sentence, if any outstanding Incentive Awards the vesting of which accelerates pursuant to Section 5.5(a) is required to comply with the Section 409A Rules or is subject to Section 83 of the Code, the settlement date thereof shall be such date as required by the applicable Incentive Award agreement or plan.

(c)Notwithstanding Section 5.5(a), (i) to the extent an applicable Incentive Award agreement, plan or similar agreement governing an Executive’s outstanding Incentive Awards provides for more favorable treatment of such awards, the terms of such Incentive Award agreement, plan or similar agreement shall control with respect thereto, and (ii) this Section 5.5 shall not apply to outstanding Incentive Awards that (A) are equity or equity-based, (B) have been granted to the Chief Executive Officer of the Company and (C) are outstanding and unvested as of the Effective Date.

5.6Outplacement Services

Subject to the terms and conditions of the Plan, with respect to each Executive whose Qualifying Termination entitles him or her to Severance Benefits, the Plan Administrator may, in its sole and absolute discretion, provide such Executive with outplacement services (or pay the costs associated with obtaining such outplacement services). The Plan Administrator shall determine, in its sole and absolute discretion, the period during which the Executive will be

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eligible to receive such outplacement services (if any) and the type, degree and length of such services, and in no event shall the Plan Administrator’s decision to provide outplacement services entitle or require any other Executive to such services.

5.7Qualifying Termination followed by Change in Control During the Lookback Period

Subject to the terms and conditions of the Plan, with respect to each Executive whose Termination entitles him or her to Severance Pay, if an Executive experiences a Qualifying Termination prior to a Change in Control, but a Change in Control subsequently occurs that results in the aforementioned Qualifying Termination having occurred during the Lookback Period, then any Severance Benefits not otherwise payable to the Executive as a result of a Qualifying Termination absent a Change in Control shall be payable as soon as administratively practicable following the date of the Change in Control, but in all events no later than the end of than the sixtieth (60th) day following the date of the Change in Control; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in a subsequent taxable year, the applicable Severance Benefits payable pursuant to this Section 5.7 will in all events be paid in such subsequent taxable year.

5.8Repayment of Severance Pay in the Event of Rehire

In the event an Executive is rehired by the Company or an Affiliate thereof within twelve (12) months following such Executive’s Qualifying Termination, the Executive shall promptly repay to the Company an amount equal to the after-tax amount of the Severance Pay multiplied by a fraction, the numerator of which is the number of days since the date of the Qualifying Termination that remain in such twelve (12) month period and the denominator of which is 365.

SECTION 6

ADMINISTRATION, AMENDMENT AND TERMINATION

6.1Administration

(a)The Plan Administrator shall be administrator and “Named Fiduciary” (within the meaning of Section 402(a) of ERISA) of the Plan and shall have full authority to control and manage the operation and administration of the Plan, and to take all such action in respect of the Plan as it deems necessary or appropriate. By way of clarification and not limitation of the foregoing, the Plan Administrator will have the authority, in its sole and absolute discretion, to: (i) adopt, amend, and rescind administrative and interpretive rules and regulations related to the Plan, (ii) delegate its duties under the Plan to such persons, agents and committees as it may appoint from time to time, (iii) interpret the Plan’s provisions and construe its terms, (iv) determine eligibility for benefits under the Plan, including determining which Executive Multiplier shall apply to each Executive, (v) determine the entitlement to and the amount of benefits payable to any person pursuant to the Plan, (vi) determine any reduction to severance pursuant to Section 5.2 of this Plan, (vii) engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan and (viii) make all other determinations, perform all other acts and exercise all

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other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Plan Administrator deems appropriate. The Plan Administrator shall have complete discretion and authority with respect to the Plan and its application. The Plan Administrator may correct any defect, supply any omission, or reconcile any inconsistency in the Plan in any manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Plan Administrator will be the sole and final judge of that necessity or desirability. The determinations of the Plan Administrator on the matters referred to in this Section 6.1(a) will be final, conclusive and binding upon all persons claiming any interest in or under the Plan. Any determination made by the Plan Administrator shall be given deference in the event it is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.

(b)The Plan Administrator may amend the Plan retroactively to cure any ambiguity in the language of the Plan. This Section 6.1(b) may not be invoked by any person to require the Plan to be interpreted in a manner which is inconsistent with its interpretation by the Plan Administrator. All actions and all determinations made by the Plan Administrator shall be final and binding upon all persons claiming any interest in or under the Plan.

6.2Amendment and Termination

(a)Subject to Section 6.2(b), the Company reserves the right to amend, terminate, suspend or otherwise modify all or any part of the Plan at any time, and from time to time, without the consent of or notice to any person.

(b)Neither the termination of the Plan nor any amendment or modification to the Plan by the Company or the Plan Administrator (if such authority is so delegated by the Company) may reduce the Severance Benefits which may be payable or provided under the Plan to any Executive whose Termination Date is on or prior to the effective date of such termination, amendment, modification or supplement.

(c)Notwithstanding the foregoing, no termination or amendment that adversely affects the rights or benefits hereunder of any Executive shall be applicable to such Executive if made within the 12-month period immediately preceding a Change in Control or the 24-month period beginning on the date of such Change in Control.

SECTION 7

GENERAL PROVISIONS

7.1Unfunded Obligation

Severance Benefits under the Plan shall be an unfunded obligation of the Employer of such Executive and shall be payable only from such Employer’s general assets.

7.2Withholding

The Company or the Employer, as applicable, shall have the authority to withhold or cause to be withheld applicable taxes from payments made under this Plan with respect to

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payments made and benefits provided hereunder, to the extent determined applicable by the Company or Employer.

7.3No Guarantee of Tax Consequences

Neither the Company nor any Affiliate represents or guarantees that any particular federal, state, local, income, estate, payroll, personal property or other tax consequences will (or will not) occur with respect to Executives as a result of participation in this Plan and/or the receipt of Severance Benefits hereunder. Neither the Company nor any Affiliate assumes any liability or responsibility for the tax consequences hereunder to any Executive (or to any person, entity, trust or estate claiming through or on behalf of any Executive). Each Executive is solely responsible for obtaining appropriate advice regarding all questions of federal, state, local, income, estate, payroll, personal property and other tax consequences arising from participation in this Plan and the receipt of compensation or benefits hereunder.

7.4Section 409A Rules

(a)This Plan and the Severance Benefits provided hereunder are intended to comply with the Section 409A Rules or an exemption thereunder and shall be construed and administered in accordance therewith. For purposes of the Section 409A Rules, each installment payment provided under this Plan shall be treated as a separate payment.

(b)Notwithstanding any other provision of this Plan, if any payment or benefit provided to an Executive in connection with his or her Termination is determined to constitute “nonqualified deferred compensation” within the meaning of the Section 409A Rules and the Executive is determined to be a “specified employee” as defined in the Section 409A Rules, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid, without interest, to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(c)Any gross-up payment payable pursuant to this Plan shall be paid no later than the end of the applicable Executive’s taxable year next following the taxable year in which the Executive remits the related taxes.

(d)To the extent required by the Section 409A Rules, each reimbursement or in-kind benefit provided under this Plan shall be provided in accordance with the following:

(i)     the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(ii)     any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

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(iii)     any right to reimbursements or in-kind benefits under this Plan shall not be subject to liquidation or exchange for another benefit.

7.5Section 280G

(a)Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its Affiliates to an Executive or for an Executive’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 7.5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

(b)Any such reduction shall be made in accordance with the Section 409A Rules and the following: (i) the Covered Payments that do not constitute nonqualified deferred compensation subject to the Section 409A Rules shall be reduced first; and (ii) all other Covered Payments shall then be reduced as follows: (A) cash payments shall be reduced before non-cash payments; and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date.

(c)Any determination required under this Section 7.5, including whether any payments or benefits are parachute payments, shall be made by the Company in its sole discretion. The Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section 7.5. The Company’s determination shall be final and binding on the Executive.

7.6Applicable Law

The Plan and all rights hereunder shall be governed and construed in accordance with applicable federal law and, to the extent not preempted by federal law, with the laws of the State of Texas, wherein venue shall lie for any dispute arising hereunder.

7.7Severability

If a court of competent jurisdiction holds any provision of the Plan invalid or unenforceable, the Plan shall be construed or enforced as if such provision had not been included herein, and the remaining provisions of the Plan shall continue to be fully effective.

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7.8Employment at Will

Each Executive shall be an employee-at-will of the Executive’s Employer. No provision of the Plan shall be construed to constitute a contract of employment or impose on the Company or any Affiliate any obligation to (a) retain any Executive, (b) make any payments upon Termination (except as otherwise provided herein), (c) change the status of any Executive’s employment or (d) change any employment policies of any Employer.

7.9Clawback

Any amounts payable under this Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to Executives. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

7.10Section Headings

Section headings in this Plan are included for convenience of reference only and shall not be considered part of this Plan for any other purpose.

7.11Non-exclusivity of the Plan

The adoption of the Plan by the Company will not be construed as creating any limitations on the power of the Company or of any Affiliate to adopt such other incentive arrangements as it may deem desirable. No employee, beneficiary or other person will have any claim against the Company or any Affiliate as a result of any such action. Any action with respect to the Plan taken by the Plan Administrator, the Company, any Affiliate or any designee of any of the foregoing shall be conclusive upon all employees of the Company and of any Affiliate and beneficiaries entitled to benefits under the Plan.

7.12Claims Procedures

(a)Initial Claims. In order to file a claim to receive benefits under the Plan, the Executive or his authorized representative must submit a written claim for benefits to the Plan within 60 days after the Executive’s Termination. An Executive must complete the following claims procedure process before filing suit in court. Claims should be addressed and sent to the following (unless otherwise designated by the Plan Administrator):

Cheniere Energy, Inc.

700 Milam, Suite 1900

Houston, TX 77002

Phone Number: 713-375-5000

If the Executive’s claim is denied, in whole or in part, the Executive will be furnished with written notice of the denial within 90 days after the Plan Administrator’s receipt of the

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Executive’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, written notice of the extension will be furnished to the Executive before the termination of the initial 90 day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. Written notice of the denial of the Executive’s claim will contain the following information:

(i)     the specific reason or reasons for the denial of the Executive’s claim;

(ii)     references to the specific Plan provisions on which the denial of the Executive’s claim was based;

(iii)     a description of any additional information or material required by the Plan Administrator to reconsider the Executive’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(iv)     a description of the Plan’s review procedure and time limits applicable to such procedures, including a statement of the Executive’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

(b)Appeal of Denied Claims. If the Executive’s claim is denied and he wishes to submit a request for a review of the denied claim, the Executive or his authorized representative must follow the procedures described below:

(i)     Upon receipt of the denied claim, the Executive (or his authorized representative) may file a request for review of the claim in writing with the Plan Administrator. This request for review must be filed no later than 60 days after the Executive has received written notification of the denial.

(ii)     The Executive has the right to submit in writing to the Plan Administrator any comments, documents, records or other information relating to his claim for benefits.

(iii)     The Executive has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his claim for benefits.

(iv)     The review of the denied claim will take into account all comments, documents, records and other information that the Executive submitted relating to his claim, without regard to whether such information was submitted or considered in the initial denial of his claim.

7.13Plan Administrator’s Response to Appeal

The Plan Administrator will provide the Executive with written notice of its decision within 60 days after the Plan Administrator’s receipt of the Executive’s written claim for review, unless special circumstances require an extension of time for processing the claim, in

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which case a period not to exceed 120 days will apply. If such an extension of time is required, written notice of the extension will be furnished to the Executive before the termination of the initial 60 day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. The Plan Administrator’s decision on the Executive’s claim for review will be communicated to the Executive in writing and will clearly provide:

(a)the specific reason or reasons for the denial of the Executive’s claim;

(b)reference to the specific Plan provisions on which the denial of the Executive’s claim is based;

(c)a statement that the Executive is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records and other information relevant to his claim for benefits; and

(d)a statement describing the Executive’s right to bring an action under Section 502(a) of ERISA.

7.14Your Rights under ERISA

As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

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Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. However, no legal action may be commenced or maintained against the Plan prior to your exhaustion of the Plan’s claims procedures described in this Summary Plan Description.

Assistance with Your Questions

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.

7.15Other Important Plan Information

Name and Address of Plan Sponsor/Plan Administrator

Cheniere Energy, Inc.

700 Milam, Suite 1900

Houston, TX 77002

Phone Number: 713-375-5000

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Employer Identification Number (EIN) of Plan Sponsor and Plan Number

EIN: 95-4352386

Plan Number: 505

Type of Welfare Plan

Severance benefit plan

Type of Administration of Plan

Sponsor administration

Person Designated as Agent for Service of Legal Process

Corporate Secretary

Cheniere Energy, Inc.

700 Milam, Suite 1900

Houston, TX 77002

Ending Date for Plan’s Fiscal Year

December 31

Future of The Plan

Except as otherwise set forth herein, the Company has reserved the right to amend, modify or terminate all or any part of the Plan at any time, and from time to time, without the consent of or notice to any Executive. Except as otherwise set forth herein, the Company may also adopt one or more written supplements to this Plan that enlarge or diminish the rights of one or more Executives under the Plan without consent of or notice to any Executive.

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EXHIBIT A

CHENIERE ENERGY, INC. Key Executive SEVERANCE PAY PLAN RELEASE AGREEMENT

1.This Release Agreement (the “Release Agreement”) is being entered into by ________________(the “Employee”) and Cheniere Energy, Inc. (the “Company”) pursuant to the Cheniere Energy, Inc. Key Executive Severance Pay Plan, as amended from time to time (the “Plan”) in order to further the mutually desired terms and conditions set forth herein. The term “Company” shall include Cheniere Energy, Inc., its present and former parents, trusts, plans, direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization. Capitalized terms used but not defined herein shall have the definitions set forth in the Plan.

2.For and in consideration for the Employee’s timely execution of this Release Agreement, and provided that the Employee does not revoke the General Release and/or ADEA Release contained in Sections 3 and 5 herein, the Company agrees to the following:

a.Benefits. The Company shall provide to the Employee either the Change in Control Benefits or the Severance Benefits, as applicable, as set forth in the Plan and described in Exhibit 1 attached to this Release Agreement.

b.The Change in Control Benefits, if applicable, represent the exclusive amounts to be paid to the Employee by the Company in connection with or arising out of the Change in Control. No further amounts shall be paid to the Employee for any items, including, but not limited to, attorneys’ fees.

c.The Severance Benefits, if applicable, represent the exclusive amounts to be paid to the Employee by the Company in connection with or arising out of the Employee’s employment with the Company and the Employee’s Termination of employment with the Company which occurred on _________________. No further amounts shall be paid to the Employee for any items, including, but not limited to, attorneys’ fees.

3.General Release. The Employee, on behalf of the Employee, the Employee’s heirs, beneficiaries, personal representatives and assigns, hereby releases, acquits and forever discharges the Company, its present and former owners, officers, employees, shareholders, directors, partners, attorneys, agents and assignees, and all other persons, firms, partnerships, or corporations in control of, under the direction of, or in any way presently or formerly associated with the Company (each, a “Released Party” and collectively the “Released Parties”), of, from and against all claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, causes of action, suits, accrued benefits or other liabilities of any kind or character, in law or in equity, whether known or unknown, foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, that may now or hereafter at any time be made or brought against any Released Party, arising from or in any way connected with or related to the Employee’s employment with the Company and/or the Employee’s

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Termination of employment with the Company, including, but not limited to, allegations of wrongful termination, discrimination, retaliation, breach of contract, anticipatory breach, fraud, conspiracy, promissory estoppel, retaliatory discharge, constructive discharge, discharge in violation of any law, statute, regulation or ordinance providing whistleblower protection, discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, harassment, sexual harassment, invasion of privacy, any action in tort or contract, any violation of any federal, state, or local law, including, but not limited to, any violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. § 621, et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109, the Texas Commission on Human Rights Act, Tex. Lab. Code § 21.001, et. seq., the Texas Workers’ Compensation Act, Tex. Lab. Code §§ 451.001 - 451.003, the Texas Payday Act, Tex. Lab. Code § 61.011, et seq., or any other employment or civil rights act, and any and all claims for severance pay, vacation pay, paid time off or benefits under any compensation, cash award, bonus, stock grant, equity grants or awards, or employee benefit plan, program, policy, contract, agreement, but excluding any claim for unemployment compensation, any claim for workers’ compensation benefits; and any benefits which the Employee is entitled to receive under any Company plan that is a qualified plan under IRC §401(a) or is a group health plan subject to COBRA. If execution of this Release Agreement is in connection with Termination of the Employee’s employment with the Company, COBRA continuation coverage is available to participants and their beneficiaries who participated in the Company’s group health plan as of the date of such Termination, to the extent the participant properly elects and pays for such COBRA continuation coverage. Excluded from the General Release in this Section 3 are claims arising under the Age Discrimination in Employment Act (“ADEA”), which are released pursuant to paragraph 5, and those claims which cannot be waived by law.

4.The Employee agrees not to commence any legal proceeding or lawsuit against any Released Party arising out of or based upon the Employee’s employment with the Company or the Termination of the Employee’s employment with the Company. The Employee represents that the Employee has not filed any charges, complaints, or other proceedings against the Company or any of the Released Parties that are presently pending with any federal, state, or local court or administrative or governmental agency. Notwithstanding this release of liability, nothing in this Release Agreement prevents the Employee from exercising any rights that cannot be lawfully waived or restricted, including filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”) (such as related to Section 7 rights under the NLRA), Occupational Safety and Health Administration, Securities and Exchange Commission (“SEC”), U.S. Department of Justice, Congress, any Inspector General, or other federal, state or local agency or participating in any investigation or proceeding (including providing documents or other information) conducted by such agency; however, the Employee understands and agrees that the Employee is waiving any and all rights to recover any monetary or personal relief or

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recovery from the Released Parties as a result of such proceeding or subsequent legal actions. In addition, nothing in this Release Agreement prohibits Employee from reporting possible violations of federal law or regulation to, or otherwise communicating with any government agency or entity, making other disclosures that are protected under whistleblower provisions of law, or receiving an award or monetary recovery pursuant to a government award program (including the SEC’s whistleblower program). The Employee does not need prior authorization to make such reports or disclosures and is not required to notify the Company that the Employee has made any such report or disclosure.

5.ADEA Release and Older Worker Benefit Protection Act (“OWBPA”) Disclosures. The Employee hereby completely and forever releases and irrevocably discharges the Company and the other Released Parties, as that term is defined in Section 3 above, from any and all liabilities, claims, actions, demands, and/or causes of action, arising under the ADEA on or before the date of this Release Agreement (“ADEA Release”), and hereby acknowledges and agrees that the Employee has been provided a decisional unit disclosure attached as Exhibit 2 and that:

a.The Release Agreement, including the ADEA Release, was negotiated at arms-length;

b.The Release Agreement, including the ADEA Release, is worded in a manner that the Employee fully understands;

c.The Employee specifically waives any rights or claims under the ADEA;

d.The Employee knowingly and voluntarily agrees to all of the terms set forth in the Release Agreement, including the ADEA Release;

e.The Employee acknowledges and understands that any claims under the ADEA that may arise after the date the Employee signs the Release Agreement are not waived;

f.The rights and claims waived in the Release Agreement, including the ADEA Release, are in exchange for consideration over and above anything to which the Employee was already undisputedly entitled;

g.The Employee has been and hereby is advised in writing to consult with an attorney prior to executing the Release Agreement, including the ADEA Release;

h.The Employee understands that the Employee has been given a period of up to 45 days to consider the ADEA Release prior to executing it, although the Employee may accept it at any time within those 45 days;

i.The Employee understands and agrees that any changes to Company’s offer, whether material or immaterial, do not restart the running of the 45-day review period; and

j.The Employee understands that the Employee has been given a period of seven (7) days from the date of the execution of the ADEA Release to revoke the ADEA

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Release, and understands and acknowledges that the ADEA Release will not become effective or enforceable until the revocation period has expired.

If the Employee elects to revoke the release of age discrimination claims, the revocation must be in writing and delivered and presented to Wayne Williams, Director, Total Rewards, Payroll and HRIS, Cheniere Energy, Inc. by 5:00 p.m., Central Time, no later than the seventh (7th) day after the date on which the Employee executes the Release Agreement.

6.The consideration cited above and the promises contained herein are made for the purpose of purchasing the peace of the Released Parties and are not to be construed as an admission of liability or as evidence of unlawful conduct by any Released Party, all liability being expressly denied. The Employee voluntarily accepts the consideration cited herein, as sufficient payment for the full, final, and complete release stated herein, and agrees that no other promises or representations have been made to the Employee by the Company or any other person purporting to act on behalf of the Company, except as expressly stated herein.

7.The Employee understands that this is a full, complete, and final release of the Released Parties. As evidenced by the signature below, the Employee expressly promises and represents to the Company that the Employee has completely read the Release Agreement and understands its terms, contents, conditions, and effects. The Employee represents that the Employee has made no assignment or transfer of the claims covered by Sections 3 or 5 above.

8.The Employee is advised to consult with an attorney prior to executing the Release Agreement. The Employee understands that the Employee has the right to consult an attorney of the Employee’s choice and has consulted with an attorney or has knowingly and voluntarily decided not to do so.

9.The Employee states that the Employee is not presently affected by any disability which would prevent the Employee from knowingly and voluntarily granting the Release Agreement, and further states that the promises made herein are not made under duress, coercion, or undue influence and were not procured through fraud.

10.The Employee acknowledges that the business and services of the Company are highly specialized and that the following information is not generally known, is highly confidential, and constitutes trade secrets: proprietary technical and business information relating to any Company plans, analyses, or strategies concerning international or domestic acquisitions, possible acquisitions, or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information (other than the Employee’s own); manufacturing processes; installation, service, and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of any of the Company’s services and products, including components and parts thereof; non-public information acquired by the Company concerning the requirements and specifications of any of the Company’s

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agents, vendors, contractors, customers, and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; documents relating to any of the Company’s legal rights and obligations; the work product of any attorney employed by or retained by the Company; and any other information which is sufficiently secret to derive economic value from not being generally known (the “Confidential Information”). However, Confidential Information does not include information (A) that was or becomes generally available to the Employee on a non-confidential basis, if the source of this information was not reasonably known to the Employee to be bound by a duty of confidentiality, (B) that was or becomes generally available to the public, other than as a result of a disclosure by the Employee, directly or indirectly, that is not authorized by the Company or its affiliate, as applicable, or (C) that the Employee can establish was independently developed by the Employee without reference to any Confidential Information. Except as otherwise provided in paragraph 4, the Employee acknowledges that the Employee will maintain the confidential nature of all Confidential Information. The Employee further agrees to maintain in the strictest confidence and to not, directly or indirectly, intentionally or inadvertently, use, publish, or otherwise disclose to any person or entity whatsoever, any of the Company’s Confidential Information or any confidential information belonging to any agent, joint venture, contractor, customer, vendor, or supplier of the Company regardless of its form, without the prior written explicit consent of the Company’s Chief Executive Officer. The Employee shall take reasonable precautions to protect the inadvertent disclosure of information.

11.The Employee acknowledges and agrees that any work product prepared, conceived, or developed by the Employee during the term of the Employee’s employment with the Company, including but not limited to all written documents and electronic data pertaining thereto, is and shall remain the exclusive property of the Company, and will be considered Confidential Information subject to the terms of this Release Agreement. The Employee agrees that when appropriate, and upon written request of the Company, the Employee will acknowledge that the work product constitutes “works for hire” and will cooperate in the filing for patents or copyrights with regard to any or all such work product and will sign documentation necessary to evidence ownership of such work product in the Company.

12.To protect the Confidential Information of the Company, the Employee agrees, for twelve (12) months following the Termination of the Employee’s employment with the Company, that the Employee shall not, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged in business activities anywhere in the Territory that are competitive with the Business. Notwithstanding the foregoing, the Employee shall not be prohibited from passively owning less than 1% of the securities of any publicly-traded corporation. For purposes of this Section 12, “Territory” means anywhere in which the Company engages in Business and “Business” means the business of (i) selling, marketing, trading or distributing liquefied natural gas and/or (ii) designing, permitting,

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constructing, developing or operating liquefied natural gas facilities and/or (iii) trading natural gas on behalf of a liquefied natural gas facility or facilities. The Employee agrees that the covenants contained in this Section 12 are reasonable and desirable to protect the Confidential Information of the Company. Notwithstanding the foregoing, the Employee shall not be prohibited from being employed by, or consulting for, an entity that has a division immaterial to the business of such entity in the aggregate, which division may compete with, or could assist another in competing with, the Company in the Business in the Territory (a “Competitive Division”), so long as the Employee is not employed in, and does not perform work for or otherwise provide services to, the Competitive Division.

13.To protect the Confidential Information of the Company, the Employee agrees that for a period of twelve (12) monthsfollowing the Termination of Employee’s employment with Company, not to solicit, hire or participate in or assist in any way in the solicitation or hire of any employee of the Company (or any person who was an employee of the Company during the six-month period preceding such action). For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence employees of the Company to become employed with any other person, partnership, firm, corporation or other entity; provided, that solicitation through general advertising that is not directed at any employee of the Company or the provision of references shall not constitute a breach of the obligations in this Section 13. The Employee agrees that the covenants contained in this Section 13 are reasonable and desirable to protect the Confidential Information of the Company.

14.Following the Termination of the Employee’s employment with the Company, the Employee agrees (i) to reasonably cooperate with the Company and its directors, officers, attorneys and experts, and take all actions the Company may reasonably request, including but not limited to cooperation with respect to any investigation, government inquiry, administrative proceeding or litigation relating to any matter in which the Employee was involved or had knowledge during the Employee’s employment with the Company and (ii) that, if called upon by the Company, the Employee will provide assistance with respect to business, personnel or other matters which arose during the Employee’s employment with the Company or as to which the Employee has relevant information, knowledge or expertise, with such cooperation including, but not limited to, completing job tasks in progress, transitioning job tasks to other Company personnel, responding to questions and being available for such purposes. Any cooperation requests shall take into account the Employee’s personal and business commitments, and the Employee shall be reimbursed for reasonable documented travel, lodging and meal expenses incurred in connection with such cooperation within thirty (30) days of providing an invoice to the Company.

15.Except as otherwise provided in paragraph 4, the Employee shall not make or publish any disparaging statements (whether written, electronic or oral) regarding, or otherwise maligning the business reputation of, any Released Party. In the event that the Company’s Human Resources (“HR”) department receives any requests for employment verification or references pertaining to the Employee’s employment with the Company, the Company’s HR department shall provide a neutral reference that includes only

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confirmation of the Employee’s employment, dates of employment, and the job positions held. If requested, the Company’s HR department will neither confirm nor deny any basis for the Employee’s separation of employment.

16.If execution of this Release Agreement is in connection with Termination of the Employee’s employment with the Company, the Employee represents that the Employee has returned to the Company, except to the extent such return is expressly excused by the Company in writing, all expense reports, notes, memoranda, records, documents, employment manuals, pass keys, computers, computer diskettes, office equipment, sales records and data, and all other information or property, no matter how produced, reproduced or maintained, kept by the Employee in the Employee’s possession, used in or pertaining to the business of the Company, including but not limited to lists of customers, prices, marketing plans, Company operating manuals, and other Confidential Information obtained by the Employee in the course of the Employee’s employment.

17.Nothing in the Release Agreement shall be deemed to affect or relieve the Employee from any obligation contained in any agreement with the Company or any of the Released Parties related to the terms of Employee’s employment or separation therefrom, including, but not limited to, any confidentiality, non-solicitation, non-disclosure or other protective covenant, entered into between the Employee and the Company or any of the Released Parties, which covenants the Employee expressly reaffirms and re-acknowledges herein.

18.Should any future dispute arise with respect to the Release Agreement, both parties agree that it should be resolved solely in accordance with the terms and provisions of this Release Agreement and the laws of the State of Texas. Any disputes between the parties concerning the Employee’s employment with the Company and/or the Release Agreement shall be settled exclusively in Harris County, Texas.

19.If execution of this Release Agreement is in connection with Termination of the Employee’s employment with the Company, the Employee hereby (i) waives all rights to recall reinstatement, employment, reemployment, and past or future wages from the Company and (ii) additionally represents, warrants and agrees that the Employee has received full and timely payment of all wages, salary, overtime pay, commissions, bonuses, other compensation, remuneration and benefits that may have been due and payable by the Released Parties and that the Employee has been appropriately paid for all time worked and in accordance with all incentive awards.

20.The Employee expressly represents and warrants to the Company that the Employee has received a copy of and has completely read and understood the Plan. The Employee further expressly represents and warrants to the Company that the Employee has completely read the Release Agreement prior to executing it, has had an opportunity to review it with the Employee’s counsel and to consider the Release Agreement and to understand its terms, contents, conditions and effects and has entered into the Release Agreement knowingly and voluntarily.

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21.The Employee agrees that the terms and conditions of the Release Agreement, including without limitation the amount of money and other consideration, shall be treated as confidential, and shall not be revealed to any other person or entity whatsoever, except as follows:

a.to the extent as may be compelled by legal process or by government agency;

b.as set forth in paragraph 4 above; or

c.to the extent necessary to the Employee’s legal advisors, accountants or financial advisors, and provided that the Employee instructs the foregoing not to disclose the same to anyone.

22.The Employee agrees that the confidentiality provisions, including but not limited to those in Section 10 of the Release Agreement are a material part of it and are contractual in nature.

23.The Employee acknowledges that the Employee may hereafter discover claims or facts in addition to or different than those which the Employee now knows or believes to exist with respect to the subject matter of the release set forth above and which, if known or suspected at the time of entering into the Release Agreement, may have materially affected the Release Agreement and the decision to enter into it. Nevertheless, the Employee hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts.

24.The Employee agrees that the Employee will forfeit all amounts payable by the Company pursuant to the Release Agreement if the Employee challenges the validity of the Release Agreement, unless prohibited by law. The Employee also agrees that if the Employee violates the Release Agreement by suing the Company or the other Released Parties on the claims released hereunder, the Employee will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by the Employee pursuant to the Release Agreement.

25.Whenever possible, each provision of the Release Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however, if any provision of the Release Agreement, other than Sections 3 and 5, shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Release Agreement. Should Sections 3 and/or 5 be determined to be illegal, invalid, unconscionable, or unenforceable, the Company shall be entitled to the forfeiture by the Employee of the Change in Control Benefits or the return of the Severance Benefits, as applicable, paid or provided with respect to the Employee or, at the Company’s sole option, to require the Employee to execute a new agreement that is enforceable.

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Signature: __________________________

Print Name:_________________________

Date: ______________________________

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EX-10.62

Exhibit 10.62

THIRD AMENDMENT TO

COMMON TERMS AGREEMENT

This Third Amendment, dated as of November 8, 2019 (the “Third Amendment”), amends the Amended and Restated Common Terms Agreement, dated as of May 22, 2018 (as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, and as further amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Borrower”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Borrower, the “Loan Parties”), Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.

WHEREAS, pursuant to Section 2.1 of Schedule L of the Common Terms Agreement, the Loan Parties are required to maintain Operational Property Damage Insurance with a deductible for losses other than Windstorm not to exceed $10 million per occurrence, and pursuant to that certain letter, dated October 22, 2019 from the Insurance Advisor to the Intercreditor Agent, Security Trustee, Term Loan Facility Agent, Working Capital Facility Agent and Indenture Trustee, it is the opinion of the Insurance Advisor that an increase of the allowable property damage deductible in respect of losses other than Windstorm from $10 million to $50 million per occurrence is consistent with deductibles customarily carried by companies engaged in similar businesses as the Borrower, and consequently the Loan Parties wish to enter into this Third Amendment to the Common Terms Agreement in order to increase the allowable property damage deductible in respect of losses other than Windstorm from $10 million to $50 million per occurrence; and

WHEREAS, the Intercreditor Agent is executing this amendment pursuant to Section 23.16 (Amendments) of the Common Terms Agreement, Section 10.01 (Decisions; Amendments, Etc.) of the Term Loan Facility Agreement, Section 11.01 (Decisions; Amendments, Etc.) of the Working Capital Facility Agreement, Section 3 (Voting and Decision Making) and Section 4 (Modifications; Instructions; Other Relationships)of the Intercreditor Agreement in order to amend Section 2.1 of Schedule L of the Common Terms Agreement to increase the allowable property damage deductible as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendments to Common Terms Agreement. The Borrower, the Guarantors and the Intercreditor Agent each agree that clause (2) of Section 2.1 (Operational Property Damage Insurance) of Schedule L (Schedule of Minimum Insurance) to the Common Terms Agreement is amended by replacing the words “$10 million” with “$50 million”.

Section 2. Effectiveness. This Third Amendment shall be effective upon (x) the receipt by the Intercreditor Agent of executed counterparts of this Third Amendment by the Borrower and each Guarantor and (y) the execution of this Third Amendment by the Intercreditor Agent.

Section 3. Finance Document. This Third Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement.

Section 4. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 5. Headings. All headings in this Third Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 6. Binding Nature and Benefit. This Third Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

Section 7. Counterparts. This Third Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Third Amendment by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Third Amendment.

Section 8. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement shall continue unchanged and shall remain in full force and effect. Each amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Borrower
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

SIGNATURE PAGE TO THIRD AMENDMENT TO COMMON TERMS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent on behalf of itself,
each Facility Agent and the Requisite
Intercreditor Parties
By:	/s/ Ellen Turkel
	Name: Ellen Turkel
	Title: Director

SIGNATURE PAGE TO THIRD AMENDMENT TO COMMON TERMS AGREEMENT

EX-10.63

Exhibit 10.63

FOURTH AMENDMENT TO

COMMON TERMS AGREEMENT

This Fourth Amendment, dated as of November 26, 2019 (the “Fourth Amendment”), amends the Amended and Restated Common Terms Agreement, dated as of May 22, 2018 (as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, the Third Amendment, dated as of November 8, 2019, and as further amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Borrower”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Borrower, the “Loan Parties”), Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.

WHEREAS, certain of the Lenders have requested an amendment to the Common Terms Agreement to acknowledge any supported QFCs pursuant to recently enacted U.S. “QFC Stay Rules”, 12 C.F.R. §§ 252.81 et seq. (Federal Reserve), pt. 47 (OCC), pt. 382 (FDIC), and consequently the Loan Parties wish to enter into this Fourth Amendment to the Common Terms Agreement in order to make such amendment; and

WHEREAS, the Intercreditor Agent is executing this amendment pursuant to Section 3.2(a)(i) (Voting Generally: Intercreditor Party Decisions and Intercreditor Votes), Section 4.4 (Administrative Decisions) and Schedule 2 (Administrative Decisions) of the Intercreditor Agreement in order to add requisite QFC Stay provisions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendments to Common Terms Agreement. The Borrower, the Guarantors and the Intercreditor Agent each agree that a new Section 23.24 is hereby added to the Common Terms Agreement as follows:

“23.24 Acknowledgment Regarding Any Supported QFCs

To the extent that the Finance Documents provide support, through a guarantee or otherwise, for Hedging Instruments or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Finance Documents and any Supported QFC may in fact be stated

to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 23.24 (Acknowledgement Regarding Any Supported QFCs), the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”

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Section 2. Effectiveness. This Fourth Amendment shall be effective upon (x) the receipt by the Intercreditor Agent of executed counterparts of this Fourth Amendment by the Borrower and each Guarantor and (y) the execution of this Fourth Amendment by the Intercreditor Agent.

Section 3. Finance Document. This Fourth Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement.

Section 4. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 5. Headings. All headings in this Fourth Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 6. Binding Nature and Benefit. This Fourth Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

Section 7. Counterparts. This Fourth Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fourth Amendment by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.

Section 8. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement shall continue unchanged and shall remain in full force and effect. Each amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Borrower
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa C. Cohen
	Title: Treasurer

SIGNATURE PAGE TO FOURTH AMENDMENT TO COMMON TERMS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent on behalf of itself,
each Facility Agent
By:	/s/ Ellen Turkel
	Name: Ellen Turkel
	Title: Director

SIGNATURE PAGE TO FOURTH AMENDMENT TO COMMON TERMS AGREEMENT

EX-10.64

Exhibit 10.64

FIFTH AMENDMENT TO

COMMON TERMS AGREEMENT

This Fifth Amendment, dated as of November 16, 2020 (the “Fifth Amendment”), amends the Amended and Restated Common Terms Agreement, dated as of May 22, 2018 (as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, the Third Amendment, dated as of November 8, 2019, the Fourth Amendment, dated as of November 26, 2019 and as further amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Borrower”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Borrower, the “Loan Parties”), Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.

    WHEREAS, the use of LIBOR is expected to be phased out by the end of 2021 and consequently the Loan Parties wish to enter into this Fifth Amendment to the Common Terms Agreement in order to establish a mechanism for determining an alternative benchmark interest rate to be applied across each Facility Agreement currently using LIBOR as the benchmark interest rate;

WHEREAS, pursuant to Schedule A (Common Definitions and Rules of Interpretation – Interpretation), any Gas Hedging Instrument entered into by a Loan Party must meet certain criteria to be permitted under the Finance Documents and as Train Three is expected to achieve Substantial Completion in early 2021, to reflect the needs of the Project, the Loan Parties wish to enter into this Fifth Amendment in order to increase the maximum volumes permitted for Gas Hedging Instruments;

WHEREAS, the Loan Parties from time to time enter into certain contracts for the purchase of physical electricity at a fixed price on a non-speculative basis to manage electricity price risk and wish to enter into this Fifth Amendment in order to clarify that the transaction for physical electrical power and related products do not constitute Power Hedging Instruments and to clarify the parameters for entering into such contracts for the purchase of physical electricity at a fixed price;

WHEREAS, pursuant to Section 12.3(c) (Project Construction; Maintenance of Properties) of the Common Terms Agreement, unless the applicable Defect Correction Period (and any extension thereof) with respect to each Subproject has expired, the Borrower is required to draw on the EPC Letter of Credit at the time of any reduction thereof and due to the anticipated significantly lower cost of completing the remediation work for Train One and Train Two, the Loan Parties wish to clarify this section and permit the EPC Contractor to reduce the EPC Letter of Credit with respect to Train One and Train Two to an amount sufficient to cover remaining remediation costs without having to make a draw in the amount of the reduction;

WHEREAS, the Intercreditor Agent is executing this amendment as set forth herein pursuant to Section 23.16 (Amendments) of the Common Terms Agreement, Section 10.01 (Decisions; Amendments, Etc.) of the Term Loan Facility Agreement, Section 11.01 (Decisions; Amendments, Etc.) of the Working Capital Facility Agreement, Section 3 (Voting and Decision Making) and Section 4 (Modifications; Instructions; Other Relationships) of the Intercreditor Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendments to Common Terms Agreement. The Borrower, the Guarantors and the Intercreditor Agent each agree that the Common Terms Agreement is hereby amended by:

(a)amending Section 12.3(c) (Project Construction; Maintenance of Properties) by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:

Unless the applicable Defect Correction Period (and any extension thereof) with respect to eachthe applicable Subproject has expired and the EPC Contractor has completed and paid any warranty claims submitted by the Loan Parties with respect to such Subproject, the Borrower shall draw on the EPC Letter of Credit at the time of any reduction thereof other than pursuant to Section 9.2B (Irrevocable Standby Letter of Credit) of eachthe Applicable EPC Contract in the amount of such reduction; provided that: (i) on or after November 16, 2020, the EPC Letter of Credit may be reduced to two percent (2%) of the Contract Price for the EPC Contract (T1/T2) without a corresponding draw on such EPC Letter of Credit; and (ii) upon the date that is 18 months following the date of Substantial Completion of Subproject 2 (as defined in the EPC Contract (T1/T2), the EPC Letter of Credit may be reduced to an amount agreed between Borrower and the EPC Contractor (and certified by the Borrower to the Intercreditor Agent) to be reasonably necessary to complete any corrective work to remedy defects identified during the Defect Correction Period with respect to Subproject 1 and Subproject 2 without a corresponding draw on such EPC Letter of Credit.

(b)adding a new Section 12.30 (Electricity Purchase Agreements) as follows:

12.30    Electricity Purchase Agreements

The Loan Parties shall not enter into any individual contract, agreement, letter agreement or other instrument for the purchase of physical electricity at a fixed price from any electricity supplier or provider (each such contract, agreement or other instrument, a “Fixed Price Electricity Purchase

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Agreement”) without the prior written consent of the Intercreditor Agent (acting on the instructions of the Requisite Intercreditor Parties); provided that no such consent will be necessary so long as such Fixed Price Electricity Purchase Agreement (a) is entered into for non-speculative purposes and is on arm’s-length terms, (b) does not set a fixed electricity price for any date occurring after the seventh anniversary of the date on which such price was contractually agreed under such Fixed Price Electricity Purchase Agreement and (c) does not set a fixed electricity price covering a duration exceeding seven years commencing on the later of the date on which such Fixed Price Electricity Purchase Agreement was entered into and the date on which it is amended, supplemented or modified to extend its duration. For the avoidance of doubt, the Electricity Sales and Purchase Agreement, dated as of February 17, 2017, between CCL and Calpine Energy Solutions, LLC (“Calpine”) (as amended, restated or otherwise modified from time to time) and the Electricity Sales and Purchase Agreement, dated as of February 17, 2017, between CCP and Calpine (as amended, restated or otherwise modified from time to time) are not themselves Fixed Price Electricity Purchase Agreements; provided, however, that any addendum to or confirmation under either of the foregoing agreements that provides for the purchase of physical electricity at a fixed price from Calpine shall constitute Fixed Price Electricity Purchase Agreements and be subject to the foregoing covenant.

(c)adding a new Section 23.25 (Effect of Benchmark Transition Event) as follows:

23.25    Effect of Benchmark Transition Event.

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Financing Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Intercreditor Agent and Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Intercreditor Agent has posted such proposed amendment to all Lenders and Borrower so long as the Intercreditor Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Intercreditor Parties. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Intercreditor Parties have delivered to the Intercreditor Agent written notice that such Required Intercreditor Parties accept such amendment. No replacement of LIBOR with a Benchmark Replacement

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pursuant to this Section 23.25 will occur prior to the applicable Benchmark Transition Start Date.

(b)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Intercreditor Agent, with the written consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed), will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c)Notices; Standards for Decisions and Determinations. The Intercreditor Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Intercreditor Agent or Lenders pursuant to this Section 23.25, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 23.25.

(d)Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any request for a LIBO Loan (as defined in the applicable Facility Agreement) of, conversion to or continuation of LIBO Loan (as defined in the applicable Facility Agreement) to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans (as defined in the applicable Facility Agreement). During any Benchmark Unavailability Period, the component of Base

4

Rate based upon LIBOR will not be used in any determination of Base Rate.

(e)Facility Agreements. The provisions of this Section 23.25 shall apply to all Facility Agreements and to the extent any provisions of this Section 23.25 and the definitions used herein are inconsistent with any provision of such Facility Agreements or any other Finance Documents, the provisions of this Section 23.25 shall be controlling.

(f)Certain Defined Terms. As used in this Section 23.25:

“Benchmark Replacement” means, with respect to any Benchmark Transition Event or Early Opt-in Election, the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Intercreditor Agent and Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Intercreditor Agent and Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,

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administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Intercreditor Agent decides, with the consent of Borrower (not to be unreasonably withheld, conditioned or delayed), may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Intercreditor Agent in a manner substantially consistent with market practice (or, if the Intercreditor Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Intercreditor Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Intercreditor Agent decides, with the consent of Borrower (not to be unreasonably withheld, conditioned or delayed), is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and(b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:

(1) a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the

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administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Intercreditor Agent or the Required Intercreditor Parties, as applicable, with the consent of Borrower (not to be unreasonably withheld, conditioned or delayed), by notice to the Intercreditor Agent (in the case of such notice by the Required Intercreditor Parties) and each Facility Agent.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with Section 23.25 (Effect of Benchmark Transition Event) and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to Section 23.25 (Effect of Benchmark Transition Event).

“Early Opt-in Election” means the occurrence of:

(1) (i) a determination by the Intercreditor Agent or (ii) a notification by the Required Intercreditor Parties to the Intercreditor Agent (with a copy to Borrower) that the Required Intercreditor Parties have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained

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in Section 23.25 (Effect of Benchmark Transition Event), are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

(2) (i) the election by the Intercreditor Agent or (ii) the election by the Required Intercreditor Parties, in each case, with the consent of Borrower (not to be unreasonably withheld, conditioned or delayed), to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Intercreditor Agent of written notice of such election to Borrower and each Facility Agent or by the Required Intercreditor Parties of written notice of such election to the Intercreditor Agent.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

(d)amending the following definitions in Schedule A (Common Definitions and Rules of Interpretation – Interpretation) by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:

“Permitted Hedging Instrument” means a Hedging Instrument entered into by a Loan Party in the ordinary course of business and that (i) is with a Hedging Bank, a Gas Hedge Provider, a Power Hedge Provider or any other party that is a counterparty to a Hedging Instrument, (ii) if secured, is of the type referred to in clause (a) or (b) of the definition of Hedging Instrument

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and (iii) is entered for non-speculative purposes and is on arm’s-length terms; provided that (a) if such Hedging Instrument is a Gas Hedging Instrument, it is for a period not to exceed the three prompt month contracts (or in the case of Basis Swaps, thirty six months) and the aggregate quantum under allPermitted Hedging Instruments are limited to the following: (1) Futures Contracts, Fixed-Floating Futures Swaps, NYMEX Natural Gas Futures Contracts and Swing Swaps does not exceed 50 TBtu for gas hedging purposes for up to a maximum of 72.5 TBtu of gas utilizing intra-month and up to three prompt month contracts, (2) Index Swaps does not exceed 23.25 TBtusfor gas hedging purposes for up to a maximum of 34.9 TBtu per month of gas utilizing up to three prompt month contracts, and (3) Basis Swaps does not exceed 23.25 TBtusfor gas hedging purposes for up to a maximum of 34.9 TBtu per month with a tenor up to 36 months, where the limitations in each of the categories described in sub-clauses (1), (2) and (3) are not aggregated, and (b) if such Hedging Instrument is a Power Hedging Instrument, the aggregate quantum under such Hedging Instrument does not exceed 3,650,000 megawatt hours and each such Hedging Instrument is for a period not to exceed sixty months where the first month is the month in which the power hedging contract is executed. “Permitted Hedging Instrument” includes any “Permitted Senior Debt Hedging Instrument.”

“Power Hedging Instruments” means electricityfinancial commodity derivative transactions, including but not limited to swaps, options contracts, futures contracts, options on futures contracts, caps, floors, collars or any other similar arrangements, entered into by any Loan Party related to movements in electricityelectrical power prices. For the avoidance of doubt, a transaction for physical electrical power and related products shall not constitute a Power Hedging Instrument.

“Subsequent Material Project Agreements” means any contract, agreement, letter agreement or other instrument (other than a Real Property Document) to which a Loan Party becomes a party after the Second Phase Closing Date that:

(a) replaces or substitutes for an existing Material Project Agreement;

(b) with respect to any Gas supply contract between any Loan Party and any Gas supplier or any Gas transportation contract between any Loan Party and any Qualified Transporter, (i) contains obligations and liabilities that are in excess of $20 million per year and (ii) is for a term that is greater than seven years;

(c)is a CCP Construction Contract[reserved];

(d) except as provided in clause (b) and (c) above or clause (f) below, (i) contains obligations and liabilities that are in excess of $50 million over its term (including after taking into account all

9

amendments, amendments and restatements, supplements, or waivers to any such contract, agreement, letter agreement or other instrument) and (ii) is for a term that is greater than seven years; provided that the following shall not constitute Subsequent Material Project Agreements: (A) any construction contracts entered into following the Second Phase Closing Date, until such time as any Loan Party has entered into construction contracts following the Second Phase Closing Date that contain obligations and liabilities which in the aggregate are equal to at least $100 million, (B) any LNG SPAs that are not Qualifying LNG SPAs and any guarantee thereof, (C) prior to the incurrence of any PDE Senior Debt, any contract, agreements, letter agreement or other instrument containing obligations or liabilities of a Loan Party which is not effective by its terms unless and until PDE Senior Debt is incurred and (D) prior to the incurrence of any Expansion Senior Debt following the Second Phase Closing Date, any contract, agreement, letter agreement or other instrument containing obligations or liabilities which is not effective by its terms unless and until the Expansion Senior Debt is incurred; or

(e)is a guarantee provided in favor of any Loan Party by a guarantor or a counterparty under a Subsequent Material Project Agreement; or

(f)is a physical electricity purchase contract, agreement, letter agreement or other instrument and the Intercreditor Agent has required designation thereof as a Subsequent Material Project Agreement in connection with any consent, waiver or approval provided by it for entry into such contract, agreement, letter agreement or other instrument pursuant to Section 12.30 (Electricity Purchase Agreements) of the Common Terms Agreement.

For the purposes of this definition (other than with respect to clause (f)), any series of related transactions shall be considered as one transaction, and all contracts, agreements, letter agreements or other instruments in respect of such transactions shall be considered as one contract, agreement, letter agreement or other instrument, as applicable. Subsequent Material Project Agreements that are executed in a form previously attached to a Material Project Agreement (or Subsequent Material Project Agreement approved by the Intercreditor Agent (acting at the direction of the Requisite Intercreditor Parties)) will not be subject to the prior Intercreditor Agent approval requirements set forth in Section 12.5 (Material Project Agreements) of the Common Terms Agreement; provided that, the notice requirements in Section 10.3(o) and 10.3(p) shall apply to such Subsequent Material Project Agreements.

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Section 2. Borrower Certification. Borrower certifies that, as of the date hereof, its good faith and reasonable estimate of the cost of the remaining Corrective Work (as defined in the EPC Contract (T1/T2)) with respect to Train 1 is $2.0 million.

Section 3. Effectiveness. This Fifth Amendment shall be effective upon (x) the receipt by the Intercreditor Agent of executed counterparts of this Fifth Amendment by the Borrower and each Guarantor and (y) the execution of this Fifth Amendment by the Intercreditor Agent.

Section 4. Finance Document. This Fifth Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement.

Section 5. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 6. Headings. All headings in this Fifth Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 7. Binding Nature and Benefit. This Fifth Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

Section 8. Counterparts. This Fifth Amendment may be executed, manually or electronically, in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fifth Amendment by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Fifth Amendment.

Section 9. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement shall continue unchanged and shall remain in full force and effect. Each amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

Section 10. Electronic Execution of Documents. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Fifth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping

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system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Borrower
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

SIGNATURE PAGE TO FIFTH AMENDMENT TO CCH A&R COMMENT TERMS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent on behalf of itself,
each Facility Agent and the Requisite
Intercreditor Parties
By:	/s/ Ellen Turkel
	Name: Ellen Turkel
	Title: Director

SIGNATURE PAGE TO FIFTH AMENDMENT TO CCH A&R COMMENT TERMS AGREEMENT

EX-10.68

Exhibit 10.68

THIRD AMENDMENT TO

COMMON SECURITY AND ACCOUNT AGREEMENT

This Third Amendment, dated as of November 16, 2020 (the “Third Amendment”), amends the Amended and Restated Common Security and Account Agreement, dated as of May 22, 2018 (as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, and as further amended, amended and restated, modified or supplemented from time to time, the “Common Security and Account Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Company”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Company, the “Securing Parties”), the Senior Creditor Group Representatives party thereto and that accede thereto from time to time, for the benefit of all Senior Creditors, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Security and Account Agreement.

WHEREAS, pursuant to Section 4.5 (Deposits and Withdrawals), prior to the Project Completion Date, the Operating Account must be funded from the Construction Account and the Construction Account may be funded from the Equity Proceeds Account and the Loan Parties wish to enter into this Third Amendment in order to permit cash to move directly from the Equity Proceeds Account to the Operating Account;

WHEREAS, pursuant to Schedule A (Common Definitions and Rules of Interpretation – Interpretation), any Gas Hedging Instrument entered into by a Loan Party must meet certain criteria to be permitted under the Finance Documents and as Train Three is expected to achieve Substantial Completion in early 2021, to reflect the needs of the Project, the Loan Parties wish to enter into this Third Amendment in order to increase the maximum volumes permitted for Gas Hedging Instruments;

WHEREAS, the Loan Parties have requested revisions to certain other definitions in Schedule A (Common Definitions and Rules of Interpretation – Interpretation) to the Common Terms Agreement and the Loan Parties wish to enter into this Third Amendment in order revise such definitions in Schedule A (Common Definitions and Rules of Interpretation – Interpretation) to the Common Security and Account Agreement;

WHEREAS, pursuant to Section 12.14(a) (Amendments) of the Common Security and Account Agreement, the Security Trustee may execute this amendment with the consent of the Intercreditor Agent pursuant to Section 7.2(a)(i) (Modification Approval Levels – Modifications to this Agreement) thereof; and

WHEREAS, pursuant to the Intercreditor Agreement, the Requisite Intercreditor Parties have authorized the Intercreditor Agent to instruct the Security Trustee to amend

the Common Security and Account Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendment to Common Security and Account Agreement. The Company, the Guarantors and the Security Trustee each agree that the Common Security and Account Agreement is hereby amended by:

(a)adding the words “or to the Operating Account in accordance with clause (e) (Operating Account)” at the end of clause (B) of Section 4.5(b)(i) (Equity Proceeds Account).

(b)adding the words “the Equity Proceeds Account and/or” to Section 4.5(e)(i) (Operating Account) immediately prior to the words “the Construction Account”.

(c) amending the following definitions in Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation – Interpretation) by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:

“Permitted Hedging Instrument” means a Hedging Instrument entered into by a Loan Party in the ordinary course of business and that (i) is with a Hedging Bank, a Gas Hedge Provider, a Power Hedge Provider or any other party that is a counterparty to a Hedging Instrument, (ii) if secured, is of the type referred to in clause (a) or (b) of the definition of Hedging Instrument and (iii) is entered for non-speculative purposes and is on arm’s-length terms; provided that (a) if such Hedging Instrument is a Gas Hedging Instrument, it is for a period not to exceed the three prompt month contracts (or in the case of Basis Swaps, thirty six months) and the aggregate quantum under allPermitted Hedging Instruments are limited to the following: (1) Futures Contracts, Fixed-Floating Futures Swaps, NYMEX Natural Gas Futures Contracts and Swing Swaps does not exceed 50 TBtu for gas hedging purposes for up to a maximum of 72.5 TBtu of gas utilizing intra-month and up to three prompt month contracts, (2) Index Swaps does not exceed 23.25 TBtus for gas hedging purposes for up to a maximum of 34.9 TBtu per month of gas utilizing up to three prompt month contracts, and (3) Basis Swaps does not exceed 23.25 TBtusfor gas hedging purposes for up to a maximum of 34.9 TBtu per month with a tenor up to 36 months, where the limitations in each of the categories described in sub-clauses (1), (2) and (3) are not aggregated, and (b) if such Hedging Instrument is a Power Hedging Instrument, the aggregate quantum under such Hedging Instrument does not exceed 3,650,000 megawatt hours and each such Hedging Instrument is for a period not to exceed sixty months where the first month is the month in which the power hedging contract is executed.

2

“Permitted Hedging Instrument” includes any “Permitted Senior Debt Hedging Instrument.”

“Power Hedging Instruments” means electricityfinancial commodity derivative transactions, including but not limited to swaps, options contracts, futures contracts, options on futures contracts, caps, floors, collars or any other similar arrangements, entered into by any Loan Party related to movements in electricityelectrical power prices. For the avoidance of doubt, a transaction for physical electrical power and related products shall not constitute a Power Hedging Instrument.

“Subsequent Material Project Agreements” means any contract, agreement, letter agreement or other instrument (other than a Real Property Document) to which a Loan Party becomes a party after the Second Phase Closing Date that:

(a)replaces or substitutes for an existing Material Project Agreement;

(b)with respect to any Gas supply contract between any Loan Party and any Gas supplier or any Gas transportation contract between any Loan Party and any Qualified Transporter, (i) contains obligations and liabilities that are in excess of $20 million per year and (ii) is for a term that is greater than seven years;

(c)is a CCP Construction Contract [reserved];

(d)except as provided in clause (b) and (c) above or clause (f) below, (i) contains obligations and liabilities that are in excess of $50 million over its term (including after taking into account all amendments, amendments and restatements, supplements, or waivers to any such contract, agreement, letter agreement or other instrument) and (ii) is for a term that is greater than seven years; provided that the following shall not constitute Subsequent Material Project Agreements: (A) any construction contracts entered into following the Second Phase Closing Date, until such time as any Loan Party has entered into construction contracts following the Second Phase Closing Date that contain obligations and liabilities which in the aggregate are equal to at least $100 million, (B) any LNG SPAs that are not Qualifying LNG SPAs and any guarantee thereof, (C) prior to the incurrence of any PDE Senior Debt, any contract, agreements, letter agreement or other instrument containing obligations or liabilities of a Loan Party which is not effective by its terms unless and until PDE Senior Debt is incurred and (D) prior to the incurrence of any Expansion Senior Debt following the Second Phase Closing Date, any contract, agreement, letter agreement or other instrument containing obligations or liabilities which is not effective by its terms unless and until the Expansion Senior Debt is incurred; or

3

(e)is a guarantee provided in favor of any Loan Party by a guarantor or a counterparty under a Subsequent Material Project Agreement; or

(f)is a physical electricity purchase contract, agreement, letter agreement or other instrument and the Intercreditor Agent has required designation thereof as a Subsequent Material Project Agreement in connection with any consent, waiver or approval provided by it for entry into such contract, agreement, letter agreement or other instrument pursuant to Section 12.30 (Electricity Purchase Agreements) of the Common Terms Agreement.

For the purposes of this definition (other than with respect to clause (f)), any series of related transactions shall be considered as one transaction, and all contracts, agreements, letter agreements or other instruments in respect of such transactions shall be considered as one contract, agreement, letter agreement or other instrument, as applicable. Subsequent Material Project Agreements that are executed in a form previously attached to a Material Project Agreement (or Subsequent Material Project Agreement approved by the Intercreditor Agent (acting at the direction of the Requisite Intercreditor Parties)) will not be subject to the prior Intercreditor Agent approval requirements set forth in Section 12.5 (Material Project Agreements) of the Common Terms Agreement; provided that, the notice requirements in Section 10.3(o) and 10.3(p) shall apply to such Subsequent Material Project Agreements.

Section 2. Effectiveness. This Third Amendment shall be effective upon (x) the receipt by the Intercreditor Agent of executed counterparts of this Third Amendment by the Company and each Guarantor and (y) the execution of this Third Amendment by the Intercreditor Agent.

Section 3. Finance Document. This Third Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Amended and Restated Common Terms Agreement, dated as of May 22, 2018, as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, the Third Amendment, dated as of November 8, 2019, the Fourth Amendment, dated as of November 26, 2019 and as further amended, amended and restated, modified or supplemented from time to time, by and among the Securing Parties, Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders and Société Générale as the Intercreditor Agent.

Section 4. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

4

Section 5. Headings. All headings in this Third Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 6. Binding Nature and Benefit. This Third Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

Section 7. Counterparts. This Third Amendment may be executed, manually or electronically, in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Third Amendment by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Third Amendment.

Section 8. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Security and Account Agreement shall continue unchanged and shall remain in full force and effect. Each amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

Section 9. Electronic Execution of Documents. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Third Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Signature pages follow]

5

IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Common Security and Account Agreement to be duly executed and delivered as of the day and year first above written.

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Company
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:	/s/ Lisa C. Cohen
	Name: Lisa Cohen
	Title: Treasurer

SIGNATURE PAGE TO THIRD AMENDMENT TO CCH A&R COMMON SECURITY AND ACCOUNT AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Common Security and Account Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Security Trustee
By:	/s/ Ellen Turkel
	Name: Ellen Turkel
	Title: Director

SIGNATURE PAGE TO THIRD AMENDMENT TO CCH A&R COMMON SECURITY AND ACCOUNT AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Common Security and Account Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent, on its own behalf and on behalf of the Intercreditor Parties, solely for purposes of consenting to the Security Trustee’s execution of the amendment pursuant to Section 7.2(a)(i) of the Common Security and Account Agreement
By:	/s/ Ellen Turkel
	Name: Ellen Turkel
	Title: Director

SIGNATURE PAGE TO THIRD AMENDMENT TO CCH A&R COMMON SECURITY AND ACCOUNT AGREEMENT

EX-10.88

Exhibit 10.88

CHANGE ORDER

Third Berth Soil Preparation Provisional Sum Interim Adjustment Change Order

PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00030 DATE OF CHANGE ORDER: September 16, 2020

The Agreement between the Parties listed above is changed as follows:

1.Pursuant to the instructions in the Soils Preparation Provisional Sum in Section 2.6 of Attachment EE, Schedule EE-4 of the Agreement, this Change Order amends the Soils Preparation Provisional Sum amount based on the Final Soils Preparation Basis Documents.

2.The Soils Preparation Provisional Sum in Section 2.6 of Attachment EE, Schedule EE-4 of the Agreement prior to this Change Order was Five Million, Six Hundred Seventeen Thousand U.S. Dollars (U.S. $5,617,000). The Soils Preparation Provisional Sum is hereby increased by One Million, Nine Hundred Eighty-Three Thousand, Two Hundred Sixty U.S. Dollars (U.S. $1,983,260) and the new value as amended by this Change Order shall be Seven Million, Six Hundred Thousand, Two Hundred Sixty U.S. Dollars (U.S. $7,600,260).

3.The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

4.Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.

5.The final adjustment to the Soils Preparation Provisional Sum actual costs incurred will be made in accordance with Section 2.6 of Attachment EE, Schedule EE-4 of the Agreement.

Adjustment to Contract Price Applicable to Subproject 6(a)

1.	The original Contract Price Applicable to Subproject 6(a) was.................................................................	$	2,016,892,573
2.	Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28 & 29)	$	(16,842,054)
3.	The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................	$	2,000,050,519
4.	The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
5.	The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
6.	The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................	$	2,000,050,519

Adjustment to Contract Price Applicable to Subproject 6(b)

7.	The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8.	Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, & 25-27)	$	6,111,453
9.	The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................	$	463,807,453
10.	The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................	$	—
11.	The Provisional Sum Applicable to Subproject 6(b) will be increased by this Change Order..................	$	1,983,260
12.	The Contract Price Applicable to Subproject 6(b) including this Change Order will be...................	$	465,790,713

Adjustment to Contract Price

13.	The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14.	The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................	$	2,463,857,972
15.	The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11).........	$	1,983,260
16.	The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,465,841,232

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a):N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a):N/A

Adjustment to Performance Guarantees for Subproject 6(a):N/A

Adjustment to Design Basis for Subproject 6(a):N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b):N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: /s/MDR Contractor /s/DC Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order.Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect.This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Maurissa D. Rogers
Owner	Contractor
David Craft	Maurissa D. Rogers
Name	Name
SVP E&C	Sr Project Manager, PVP
Title	Title
September 29, 2020	September 17, 2020
Date of Signing	Date of Signing

CHANGE ORDER

Provisional Sum Consolidation (PAB, Taxes & Insurance)

PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00031 DATE OF CHANGE ORDER: October 02, 2020

The Agreement between the Parties listed above is changed as follows:

1.In accordance with Section 6.2 of the Agreement (Change Orders Requested by Contractor), the Parties agree this Change Order combines the following Provisional Sum Items from Schedule EE-4 of Attachment EE of the Agreement for Subproject 6(b) to Schedule EE-2 of Attachment EE of the Agreement for Subproject 6(a).

1.1.Louisiana Sales and Use Tax Provisional Sum

The current Aggregate Provisional Sum in Section 2.1 of Schedule EE-2 of Attachment EE of the Agreement contains a Provisional Sum of Thirty-Five Million, One Hundred Ninety-Five Thousand, Seven Hundred Ninety-Two U.S. Dollars (U.S. $35,195,792) for Louisiana Sales and Use Taxes arising in connection with the Work (“Louisiana Sales and Use Tax Provisional Sum”) for Subproject 6(a).

The current Aggregate Provisional Sum in Section 2.1 of Schedule EE-3 of Attachment EE of the Agreement contains a Provisional Sum of Seven Million, Three Hundred Forty-Eight Thousand U.S. Dollars (U.S. $7,348,000) for Louisiana Sales and Use Taxes arising in connection with the Work (“Louisiana Sales and Use Tax Provisional Sum”) for Subproject 6(b).

By way of this Change Order, the Louisiana Sales and Use Tax Provisional Sum in Section 2.1 of Schedule EE-3 of Attachment EE of the Agreement shall be decreased by Seven Million, Three Hundred Forty-Eight Thousand U.S. Dollars (U.S. $7,348,000), and transferred to the Louisiana Sales and Use Tax Provisional Sum in Section 2.1 of Schedule EE-2 of Attachment EE of the Agreement, and the new value of the Aggregate Louisiana Sales and Use Tax Provisional Sum is Forty-Two Million, Five Hundred Forty-Three Thousand, Seven Hundred Ninety-Two U.S. Dollars (U.S. $42,543,792).

1.2.Performance and Attendance Bonus (“PAB”) Provisional Sum

The current Aggregate Provisional Sum in Section 2.2 of Schedule EE-2 of Attachment EE of the Agreement contains a Provisional Sum of Thirty-Seven Million U.S. Dollars (U.S. $37,000,000) for craft compensation in order to attract and retain qualified craft (“Performance and Attendance Bonus Provisional Sum”) for Subproject 6(a).

The current Aggregate Provisional Sum in Section 2.2 of Schedule EE-3 of Attachment EE of the Agreement contains a Provisional Sum of Five Million U.S. Dollars (U.S. $5,000,000) for craft compensation in order to attract and retain qualified craft (“Performance and Attendance Bonus Provisional Sum”) for Subproject 6(b).

By way of this Change Order, the Performance and Attendance Bonus Provisional Sum Provisional Sum in Section 2.2 of Schedule EE-3 of Attachment EE of the Agreement shall be decreased by Five Million U.S. Dollars (U.S. $5,000,000), and transferred to the Performance and Attendance Bonus Provisional Sum in Section 2.2 of Schedule EE-2 of Attachment EE of the Agreement, and the new value of the Aggregate Performance and Attendance Bonus Provisional Sum is Forty-Two Million U.S. Dollars (U.S. $42,000,000).

1.3.Insurance Provisional Sum

The current Aggregate Provisional Sum in Section 2.3 of Schedule EE-2 of Attachment EE of the Agreement Aggregate Provisional Sum contains a Provisional Sum of Thirty-Four Million, Two Hundred Forty-Four Thousand, Eight Hundred Fifty U.S. Dollars (U.S.$34,244,850) (“Insurance Provisional Sum”) for the cost of insurance premiums for Subproject 6(a).

The current Aggregate Provisional Sum in Section 2.3 of Schedule EE-3 of Attachment EE of the Agreement Aggregate Provisional Sum contains a Provisional Sum of Five Million, Five Hundred Ninety-Six Thousand U.S. Dollars (U.S. $5,596,000) (“Insurance Provisional Sum”) for the cost of insurance premiums for Subproject 6(b).

By way of this Change Order, the Insurance Provisional Sum Provisional Sum in Section 2.3 of Schedule EE-3 of Attachment EE of the Agreement shall be decreased by Five Million, Five Hundred Ninety-Six Thousand U.S. Dollars (U.S. $5,596,000), and transferred to the Insurance Provisional Sum in Section 2.3 of Schedule EE-2 of Attachment EE of the Agreement, and the new value of the Aggregate Insurance Provisional Sum is Thirty-Nine Million, Eight Hundred Forty Thousand, Eight Hundred Fifty U.S. Dollars (U.S. $39,840,850).

2.The summary of costs associated with this Change Order is provided in Exhibit A of this Change Order.

3.Schedule C-3 (Milestone Payment Schedule for Subproject 6(b)) and Schedule C-4 (Monthly Payment Schedule for Subproject 6(b)) of Attachment C of the Agreement will be amended as shown in Exhibit B and Exhibit C of this Change Order.

4.The final adjustment to the Louisiana Sales and Use Tax Provisional Sum, Performance and Attendance Bonus Provisional Sum, and Insurance Provisional Sum will be made in accordance with Schedule EE-2 of Attachment EE of the Agreement.

Adjustment to Contract Price Applicable to Subproject 6(a)

1.	The original Contract Price Applicable to Subproject 6(a) was.................................................................	$	2,016,892,573
2.	Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28 & 29)	$	(16,842,054)
3.	The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................	$	2,000,050,519
4.	The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
5.	The Provisional Sum Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................	$	17,944,000
6.	The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................	$	2,017,944,519

Adjustment to Contract Price Applicable to Subproject 6(b)

7.	The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8.	Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, & 25-27 & 30)	$	8,094,713
9.	The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................	$	465,790,713
10.	The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................	$	—
11.	The Provisional Sum Applicable to Subproject 6(b) will be decreased by this Change Order.................	$	(17,944,000)
12.	The Contract Price Applicable to Subproject 6(b) including this Change Order will be...................	$	447,846,713

Adjustment to Contract Price

13.	The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14.	The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................	$	2,465,841,232
15.	The Contract Price will be unchanged by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	—
16.	The new Contract Price including this Change Order will be (add lines 14 and 15)................................	$	2,465,841,232

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified : N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): Yes; see Exhibit B

Adjustment to Minimum Acceptance Criteria for Subproject 6(a):N/A

Adjustment to Performance Guarantees for Subproject 6(a):N/A

Adjustment to Design Basis for Subproject 6(a):N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b):N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials:

/s/ MDR Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order.Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect.This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Maurissa D. Rogers
Owner	Contractor
David Craft	Maurissa D. Rogers
Name	Name
SVP E&C	Sr Project Mgr, PVP
Title	Title
October 9, 2020	October 2, 2020
Date of Signing	Date of Signing

CHANGE ORDER

COVID-19 Impacts

PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00032 DATE OF CHANGE ORDER: October 02, 2020

The Agreement between the Parties listed above is changed as follows:

1.Pursuant to Article 6.2 of the Agreement (Change Orders Requested by Contractor), Parties agree this Change Order includes Contractor’s actual costs incurred from March 2020 through July 2020 and forecasted costs from August 2020 through December 2020, both in response to the novel coronavirus (COVID-19) outbreak event.

This Change Order is based on the following assumptions and qualifications through the end of December 2020:

i.Contractor’s Houston home office personnel have worked and shall continue working effectively remotely until such time the office is safe to re-open according to federal, state and local government officials’ orders and Bechtel policies.

ii.Contractor has been able to keep the Jobsite open throughout the event and shall continue doing so, to the extent reasonably possible, to advance the Work at the current rate of progress (or better if possible), with no planned shutdown in 2020.

iii.Contractor shall continue to put forth diligent mitigation efforts to minimize impacts caused by the event to the extent reasonably practical, including but not limited to: increased craft professional hours for additional cleaning, disinfecting, etc.; increased bussing services to support social distancing; additional cleaning stations, waste management services, etc.; quarantine requirements for supplier technical support (international and others); continued COVID-19 testing costs and hours (excluding quarantine time); increased professional staff for contact tracing efforts; and additional safety PPE, communication materials (e.g., posters, signs, etc.).

iv.No major COVID-19 infection outbreak on the Jobsite resulting in: (i) Site shutdown of all or critical scopes of the Work; or (ii) absenteeism at or above the twenty percent (20%) level for a sustained duration of more than four (4) Weeks. Should either of these triggers occur, the Parties shall jointly collaborate on mitigation actions and plans for shutdown accordingly.

v.Existing government (local, state and/or federal) guidelines, executive orders, actions or directives as of 31 July 2020 shall remain unchanged through the end of December 2020. New government orders shall be subject to separate notices and Change Orders, if applicable.

vi.Owner’s operations and other professional staff personnel shall continue to support the Contractor’s activities for the Project in support of the Work.

vii.Subcontractors and Suppliers shall continue to provide uninterrupted support for construction activities either at Site or remotely if possible.

viii.Any changes in the above assumptions and qualifications and additional costs beyond 2020 are excluded from this Change Order; and may be part of a separate Change Order in accordance with Article 6.2 of the Agreement.

2.Contractor has not experienced schedule impacts on the critical path of the CPM Schedule through 31 July 2020; and should all the qualifications and assumptions above remain as stated, Contractor does not anticipate any schedule impacts to the Project on the critical path of the CPM Schedule through the end of December 2020. In the event of the occurrence of any impacts to the critical path of the CPM Schedule, Contractor shall notify Owner in accordance with Article 6.5 of the Agreement.

3.The detailed cost breakdown of this Change Order is provided in Exhibit A of this Change Order.

4.Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.

Adjustment to Contract Price Applicable to Subproject 6(a)

1.	The original Contract Price Applicable to Subproject 6(a) was.................................................................	$	2,016,892,573
2.	Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31))	$	1,101,946
3.	The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................	$	2,017,994,519
4.	The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................	$	4,685,404
5.	The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of ................	$	—
6.	The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................	$	2,022,679,923

Adjustment to Contract Price Applicable to Subproject 6(b)

7.	The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was........................................	$	457,696,000
8.	Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31)	$	(9,849,287)
9.	The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................	$	447,846,713
10.	The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
11.	The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
12.	The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	447,846,713

Adjustment to Contract Price

13.	The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14.	The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................	$	2,465,841,232
15.	The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	4,685,404
16.	The new Contract Price including this Change Order will be (add lines 14 and 15)................................	$	2,470,526,636

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a):N/A

Adjustment to Payment Schedule for Subproject 6(a): Yes; see Exhibit B of this Change Order

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a):N/A

Adjustment to Design Basis for Subproject 6(a):N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): N/A

Adjustment to Design Basis for Subproject 6(b):N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: /s/ MDR Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Maurissa D. Rogers
Owner	Contractor
David Craft	Maurissa D. Rogers
Name	Name
SVP E&C	Sr Project Mgr, PVP
Title	Title
October 9, 2020	October 2, 2020
Date of Signing	Date of Signing

CHANGE ORDER

Third Berth — Jetty Building (00A-4041) — Clean Agent System

PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00033 DATE OF CHANGE ORDER: November 2, 2020

The Agreement between the Parties listed above is changed as follows:

1.In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s engineering, procurement and construction services to install the clean agent system in the Jetty Building (00A-4041).

2.The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3.Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.

Adjustment to Contract Price Applicable to Subproject 6(a)

1.	The original Contract Price Applicable to Subproject 6(a) was.................................................................	$	2,016,892,573
2.	Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32)	$	5,787,350
3.	The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................	$	2,022,679,923
4.	The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
5.	The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
6.	The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................	$	2,022,679,923

Adjustment to Contract Price Applicable to Subproject 6(b)

7.	The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8.	Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31)	$	(9,849,287)
9.	The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................	$	447,846,713
10.	The Contract Price Applicable to Subproject 6(b) will be increased by this Change Order...................	$	115,915
11.	The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................	$	—
12.	The Contract Price Applicable to Subproject 6(b) including this Change Order will be...................	$	447,962,628

Adjustment to Contract Price

13.	The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14.	The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................	$	2,470,526,636
15.	The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	115,915
16.	The new Contract Price including this Change Order will be (add lines 14 and 15)................................	$	2,470,642,551

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a):N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a):N/A

Adjustment to Performance Guarantees for Subproject 6(a):N/A

Adjustment to Design Basis for Subproject 6(a):N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: /s/ KM Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Kane McIntosh
Owner	Contractor
David Craft	Kane McIntosh
Name	Name
SVP E&C	Sr Project Mgr
Title	Title
November 18, 2020	November 3, 2020
Date of Signing	Date of Signing

CHANGE ORDER

Vanessa Spare Valves

PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00034 DATE OF CHANGE ORDER: November 18, 2020

The Agreement between the Parties listed above is changed as follows:

1.In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s procurement and delivery costs of twenty-four (24) Vanessa spare valves to Owner’s warehouse.

2.The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3.Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.

Adjustment to Contract Price Applicable to Subproject 6(a)

1.	The original Contract Price Applicable to Subproject 6(a) was.................................................................	$	2,016,892,573
2.	Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32)	$	5,787,350
3.	The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................	$	2,022,679,923
4.	The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................	$	1,512,435
5.	The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................	$	—
6.	The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................	$	2,024,192,358

Adjustment to Contract Price Applicable to Subproject 6(b)

7.	The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8.	Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33)	$	(9,733,372)
9.	The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................	$	447,962,628
10.	The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................	$	—
11.	The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................	$	—
12.	The Contract Price Applicable to Subproject 6(b) including this Change Order will be...................	$	447,962,628

Adjustment to Contract Price

13.	The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14.	The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................	$	2,470,642,551
15.	The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	1,512,435
16.	The new Contract Price including this Change Order will be (add lines 14 and 15)................................	$	2,472,154,986

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a):N/A

Adjustment to Payment Schedule for Subproject 6(a): Yes; see Exhibit B

Adjustment to Minimum Acceptance Criteria for Subproject 6(a):N/A

Adjustment to Performance Guarantees for Subproject 6(a):N/A

Adjustment to Design Basis for Subproject 6(a):N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): N/A

Adjustment to Design Basis for Subproject 6(b): N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: /s/ KM Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Kane McIntosh
Owner	Contractor
David Craft	Kane McIntosh
Name	Name
SVP E&C	Sr Project Mgr
Title	Title
November 19, 2020	November 18, 2020
Date of Signing	Date of Signing

EX-10.99

Exhibit 10.99

[***] indicates certain identified information has been excluded because it is both (a) not material and (b) would be competitively harmful if publicly disclosed.

CHANGE ORDER

Additional O&M Support (COVID-19)

PROJECT NAME: Corpus Christi Stage 2 Liquefaction Facility OWNER: Corpus Christi Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: December 12, 2017 CHANGE ORDER NUMBER: 00041 DATE OF CHANGE ORDER: October 02, 2020

The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)

1.Pursuant to Article 6.1 of the Agreement (Change Orders Requested by Owner), Parties agree this Change Order includes the following additional O&M support to mitigate the effects of COVID-19.

i.This Change Order includes the additional BHGE operator training sessions when Owner initiated risk mitigation associated with COVID-19 that limited the number of attendances in each training session. This Change Order is based on BHGE providing one (1) additional session for Owner’s O&M personnel.

ii.This Change Order includes Contractor’s supplemental resources in lieu of Owner seconded Operators as agreed in the revised plan documented in Owner Letter No. CCLIQ2-BE-C20-016, dated 7 April 2020.

2.The summary cost breakdown of this Change Order is detailed in Exhibit 1 of this Change Order.

3.The detailed cost breakdown of this Change Order is provided in Exhibit 3 of this Change Order.

4.Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the Milestones listed in Exhibit 2 of this Change Order.

Adjustment to Contract Price

The original Contract Price was.........................................................................................................................	$	2,360,000,000
Net change by previously authorized Change Orders (00001-00040)...............................................................	$	56,774,972
The Contract Price prior to this Change Order was...........................................................................................	$	2,416,774,972
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................	$	[***]
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................	$	[***]
The new Contract Price including this Change Order will be...........................................................................	$	2,416,986,474

Adjustment to Aggregate Equipment Price

The original Aggregate Equipment Price was...................................................................................................	$	[***]
Net change by previously authorized Change Orders (00001-00040)...............................................................	$	[***]
The Aggregate Equipment Price prior to this Change Order was......................................................................	$	[***]
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................	$	[***]
The new Aggregate Equipment Price including this Change Order will be .....................................................	$	[***]

Adjustment to Aggregate Labor and Skills Price

The original Aggregate Labor and Skills Price was..........................................................................................	$	[***]
Net change by previously authorized Change Orders (00001-00040)...............................................................	$	[***]
The Aggregate Labor and Skills Price prior to this Change Order was.............................................................	$	[***]
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................	$	[***]
The new Aggregate Labor and Skills Price including this Change Order will be.............................................	$	[***]

Adjustment to Aggregate Provisional Sum

The original Aggregate Provisional Sum was....................................................................................................	$	295,549,906
Net change by previously authorized Change Orders (00001-00040)...............................................................	$	(15,701,306)
The Aggregate Provisional Sum prior to this Change Order was......................................................................	$	279,848,600
The Aggregate Provisional Sum will be changed by this Change Order in the amount of...............................	$	—
The new Aggregate Provisional Sum including this Change Order will be......................................................	$	279,848,600

Adjustment to dates in Project Schedule

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A

Adjustment to other Changed Criteria (insert N/A if no changes or impact; attach additional documentation if necessary): N/A

Adjustment to Payment Schedule: Yes. See Exhibit 2 of this Change Order.

Adjustment to Minimum Acceptance Criteria: N/A

Adjustment to Performance Guarantees: N/A

Adjustment to Design Basis: No

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials:

/s/ BT Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Bhupesh Thakkar
Owner	Contractor
David Craft	Bhupesh Thakkar
Name	Name
SVP, Engineering and Construction	Cheniere Program Manager
Title	Title
October 6, 2020	October 2, 2020
Date of Signing	Date of Signing

CHANGE ORDER

Replacement of Owner Spare Parts

PROJECT NAME: Corpus Christi Stage 2 Liquefaction Facility OWNER: Corpus Christi Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: December 12, 2017 CHANGE ORDER NUMBER: 00042 DATE OF CHANGE ORDER: December 31, 2020

The Agreement between the Parties listed above is changed as follows:

1.Contractor acknowledges that (a) one (1) rotor (identified as “ROTOR, COMPRESSOR; MCL1404 COMPRESSOR; READY TO SHIPPING SPARE; PN: SSO0961662; S/N: NP634994; GE NUOVO PIGNONE”) procured by Contractor for Subproject 3, which is part of compressor number 23C-1511 (“Compressor”), requires repair before it can be incorporated into Subproject 3 (“Original Rotor”), and (b) other parts in the Compressor have incurred damage and will not be incorporated into Subproject 3 (“Damaged Parts”).

2.Contractor states that the repair of the Original Rotor and subsequent installation of the repaired Original Rotor into Subproject 3 may delay the achievement of Substantial Completion. To mitigate this delay, Contractor has requested Owner provide the following capital spare parts from the Stage 1 Liquefaction Facility: (a) one (1) spare rotor (identified as “ROTOR, COMPRESSOR; MCL1404 COMPRESSOR; READY TO SHIPPING SPARE; PN: SSO0961662; S/N: NP4735357; GE NUOVO PIGNONE”) (“Replacement Rotor”), (b) one (1) Gear and Pinon Set, and (c) one (1) balancing drum seal and other various operating spare parts to be installed in the Compressor (subclauses (a), (b), (c) and the operating spare parts together, the “Replacement Parts”).

3.Owner has no obligation to provide the Replacement Parts to Contractor. Notwithstanding the foregoing, Owner agrees to make the Replacement Parts available to Contractor for the purpose of Contractor installing such Replacement Parts into Subproject 3 (in lieu of installing the Original Rotor and Damaged Parts) based on the conditions stated in this Change Order.

4.Contractor shall repair and restore, or cause to be repaired and restored, the Original Rotor to a condition comparable to new and meeting all requirements under the Agreement (including Article 12), or if the Original Rotor cannot be repaired and restored, Contractor shall procure a new rotor meeting all requirements under the Agreement (including Article 12) (“Refurbished or New Rotor”) and shall deliver the Refurbished or New Rotor to a storage location designated by Owner. Contractor shall use commercially reasonable efforts to make such delivery within one hundred twenty (120) Days after the date of this Change Order if the Original Rotor is repaired and restored or within three hundred and sixty five (365) Days after the date of this Change Order if a new rotor is procured (“Rotor Delivery Date”).

a.Promptly after Contractor agrees with BHGE to a refurbishment or procurement plan for the Original Rotor, Contractor shall provide such refurbishment or procurement plan to Owner and shall provide to Owner for its written approval (such approval not to be unreasonably withheld) a milestone-based schedule for the repair and restoration of the Original Rotor or procurement of the new rotor (“Repair or Procurement Milestone Schedule”), which schedule shall (i) be in accordance with such refurbishment or procurement plan as agreed by Contractor and BHGE, and (ii) set forth a number and description of milestones (and corresponding dates) reasonably acceptable to Owner (“Repair or Procurement Milestones”), including a Repair or Procurement Milestone for the delivery of the Refurbished or New Rotor to Owner with a corresponding date of the Rotor Delivery Date. Once approved in writing by Owner (such approval not to be unreasonably withheld), Contractor shall repair and restore, or cause to be repaired and restored, the Original Rotor or procure a new rotor in accordance with such approved Repair or Procurement Milestone Schedule, unless otherwise agreed in writing between David Craft of Owner and Bhupesh Thakkar of Contractor (both acting reasonably). Notwithstanding the foregoing, any written request by Owner Representative to improve upon the Repair or Procurement Milestone Schedule shall be implemented by Contractor using commercially reasonable efforts.

b.Contractor shall provide access to Owner or Owner’s representatives at any location(s) where repair or restoration of the Original Rotor (or procurement of a new rotor) occurs and shall permit Owner or Owner’s representatives to inspect and monitor the progress of any repair or restoration of the Original Rotor or procurement of a new rotor.

c.Without limiting any of Contractor’s reporting obligations under the Agreement (including the submission of Monthly Progress Reports), Contractor shall, every two weeks commencing on the date of this Change Order, provide a written progress report to Owner covering any repair and restoration or procurement services, delivery and activities performed for the Original Rotor (or new rotor) and procurement and delivery of the New or Refurbished Parts (“Biweekly Progress Reports”), which shall be in similar format and content as required for the Monthly Progress Report requirements under Section 8.7 of Attachment A to the Agreement.

5.Contractor shall, for all Replacement Parts provided by Owner (except for the Replacement or New Rotor), procure for Owner equivalent replacement parts in new condition (or if needed, refurbished parts in a condition comparable to new) and meeting all requirements under the Agreement (including Article 12) (“New or Refurbished Parts”) and shall deliver the New or Refurbished Parts to a storage location designated by Owner. Contractor shall use commercially reasonable efforts to make such delivery within one hundred fifty (150) Days after the date of this Change Order (the “New or Refurbished Part Delivery Date”). Contractor shall also provide to Owner a schedule for the procurement and delivery of the New or Refurbished Parts, which schedule shall account for the delivery of all New or Refurbished Parts to Owner on or before the New or Refurbished Part Delivery Date. Once approved in writing by Owner (such approval not be unreasonably withheld), Contractor shall procure and deliver the New or Refurbished Parts in accordance with such approved schedule, unless otherwise agreed in writing between David Craft of Owner and Bhupesh Thakkar of Contractor (both acting reasonably). Notwithstanding the foregoing, any written request by Owner Representative to improve upon such schedule shall be implemented by Contractor, using commercially reasonable efforts.

6.Contractor shall bear all costs and expenses in relation to repair, restoration, delivery, transportation, installation, uninstallation, removal, return and storage of, or any other services for, the Original Rotor, the Refurbished or New Rotor, the Damaged Parts, the Replacement Parts, the New or Refurbished Parts and Contractor’s performance of its obligations under this Change Order.

7.In the event Owner sustains a failure of any rotor comparable to the Replacement Rotor or any spare parts comparable to any Replacement Part currently in operation in the Stage 1 Liquefaction Facility prior to Contractor achieving Substantial Completion, Contractor shall return and, if applicable, uninstall, the Replacement Rotor or any other such Replacement Part, as applicable, to Owner for use in the Stage 1 Liquefaction Facility, and Contractor shall not be entitled to any Change Order under the Agreement in connection with the return and, if applicable, the uninstallation, of the Replacement Rotor and other Replacement Parts, including no adjustment to the Guaranteed Substantial Completion Date.

8.THE PARTIES AGREE THAT (I) OWNER PROVIDES AND CONTRACTOR SHALL ACCEPT ALL REPLACEMENT PARTS “AS-IS” WITH ANY AND ALL DEFECTS (IF ANY), INCLUDING LATENT DEFECTS; (II) ANY USE OF ANY REPLACEMENT PARTS BY CONTRACTOR, INCLUDING CONTRACTOR’S INCORPORATION OF ANY REPLACEMENT PARTS INTO SUBPROJECT 3, SHALL BE AT CONTRACTOR’S SOLE RISK AND SHALL NOT RELIEVE CONTRACTOR OF ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT (INCLUDING ACHIEVING THE GUARANTEED SUBSTANTIAL COMPLETION DATE, THE MAC AND PERFORMANCE GUARANTEE IN ACCORDANCE WITH THE AGREEMENT); AND (III) OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO ALL REPLACEMENT PARTS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. After installation of any Replacement Parts into the Stage 2 Liquefaction Facility, Article 12 of the Agreement (including the warranty obligations) shall apply to the Replacement Parts as if the Replacement Parts were provided by Contractor under the Agreement.

Adjustment to Contract Price

The original Contract Price was.........................................................................................................................	$	2,360,000,000
Net change by previously authorized Change Orders (00001-00041)...............................................................	$	56,986,474
The Contract Price prior to this Change Order was...........................................................................................	$	2,416,986,474
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................	$	[***]
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................	$	[***]
The new Contract Price including this Change Order will be...........................................................................	$	2,416,986,474

Adjustment to Aggregate Equipment Price

The original Aggregate Equipment Price was...................................................................................................	$	[***]
Net change by previously authorized Change Orders (00001-00041)...............................................................	$	[***]
The Aggregate Equipment Price prior to this Change Order was......................................................................	$	[***]
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................	$	[***]
The new Aggregate Equipment Price including this Change Order will be .....................................................	$	[***]

Adjustment to Aggregate Labor and Skills Price

The original Aggregate Labor and Skills Price was..........................................................................................	$	[***]
Net change by previously authorized Change Orders (00001-00041)...............................................................	$	[***]
The Aggregate Labor and Skills Price prior to this Change Order was.............................................................	$	[***]
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................	$	[***]
The new Aggregate Labor and Skills Price including this Change Order will be.............................................	$	[***]

Adjustment to Aggregate Provisional Sum

The original Aggregate Provisional Sum was....................................................................................................	$	295,549,906
Net change by previously authorized Change Orders (00001-00041)...............................................................	$	(15,701,306)
The Aggregate Provisional Sum prior to this Change Order was......................................................................	$	279,848,600
The Aggregate Provisional Sum will be changed by this Change Order in the amount of...............................	$	—
The new Aggregate Provisional Sum including this Change Order will be......................................................	$	279,848,600

Adjustment to dates in Project Schedule

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A

Adjustment to other Changed Criteria (insert N/A if no changes or impact)

Adjustment to Payment Schedule: N/A

Adjustment to Minimum Acceptance Criteria: N/A

Adjustment to Performance Guarantees: N/A

Adjustment to Design Basis: N/A

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A

Select either A or B:

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: /s/ BT Contractor /s/ DC Owner

[B] This Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall not be deemed to compensate Contractor fully for such change. Initials: ____ Contractor ____ Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

/s/ David Craft	/s/ Michael Dorris
Owner	Contractor
David Craft	Micahel Dorris
Name	Name
SVP, E&C	Senior Project Manager
Title	Title
December 31, 2020	December 31, 2020
Date of Signing	Date of Signing

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant as of December 31, 2020

Entity Name	Jurisdiction of Incorporation
Cheniere Chile SpA	Chile
Cheniere CCH HoldCo I, LLC	Delaware
Cheniere CCH HoldCo II, LLC	Delaware
Cheniere Corpus Christi Holdings, LLC	Delaware
Cheniere Corpus Christi Pipeline, L.P.	Delaware
Cheniere Creole Trail Pipeline, L.P.	Delaware
Cheniere Energy Investments, LLC	Delaware
Cheniere Energy Operating Co., Inc.	Delaware
Cheniere Energy Partners GP, LLC	Delaware
Cheniere Energy Partners LP Holdings, LLC	Delaware
Cheniere Energy Partners, L.P.	Delaware
Cheniere Energy Shared Services, Inc.	Delaware
Cheniere Field Services, LLC	Delaware
Cheniere Foundation (fka Cheniere Cares, Inc.)	Texas
Cheniere GP Holding Company, LLC	Delaware
Cheniere Ingleside Marine Terminal, LLC	Delaware
Cheniere International Investments Holdings, S.à.r.l	Luxembourg
Cheniere International Investments, S.à.r.l	Luxembourg
Cheniere Land Holdings, LLC	Delaware
Cheniere Liquids, LLC	Delaware
Cheniere LNG Holdings GP, LLC	Delaware
Cheniere LNG O&M Services, LLC	Delaware
Cheniere LNG Terminals, LLC	Delaware
Cheniere Major Project Development, LLC	Delaware
Cheniere Marketing International HoldCo I, L.P.	Bermuda
Cheniere Marketing International, LLP	United Kingdom
Cheniere Marketing, LLC	Delaware
Cheniere Marketing, Ltd.	United Kingdom
Cheniere Marketing PTE Ltd.	Singapore
Cheniere Midship Holdings, LLC	Delaware
Cheniere Midstream Holdings, Inc.	Delaware
Cheniere Pipeline GP Interests, LLC	Delaware
Cheniere Pipeline Holdings, LLC	Delaware
Cheniere San Patricio Processing Hub, LLC	Delaware
Cheniere Southern Trail GP, Inc.	Delaware
Cheniere SPH Pipeline, LLC	Delaware
Cheniere Supply & Marketing, Inc.	Delaware

Entity Name	Jurisdiction of Incorporation
Corpus Christi Liquefaction, LLC	Delaware
Corpus Christi Liquefaction Stage II, LLC	Delaware
Corpus Christi Liquefaction Stage III, LLC	Delaware
Corpus Christi Liquefaction Stage IV, LLC	Delaware
Corpus Christi LNG, LLC	Delaware
Corpus Christi Pipeline GP, LLC	Delaware
Corpus Christi Tug Services, LLC	Delaware
CQH Holdings Company, LLC	Delaware
CUI I, LLC	Delaware
Midship Holdings, LLC	Delaware
Midship Pipeline Company, LLC	Delaware
Nordheim Eagle Form Gathering, LLC	Delaware
Sabine Pass Liquefaction, LLC	Delaware
Sabine Pass LNG-GP, LLC	Delaware
Sabine Pass LNG-LP, LLC	Delaware
Sabine Pass LNG, L.P.	Delaware
Sabine Pass Tug Services, LLC	Delaware
Texas Gulf Coast Header, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Cheniere Energy, Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 333-171736 and 333-225187) on Form S-3 and the registration statements (Nos. 333-175297, 333-186451, 333-207651 and 333-238261) on Form S-8 of Cheniere Energy, Inc. of our reports dated February 23, 2021, with respect to the consolidated balance sheets of Cheniere Energy, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2020, which reports appear in the December 31, 2020 annual report on Form 10-K of Cheniere Energy, Inc.

Our report refers to a change in the method of accounting for leases.

/s/    KPMG LLP

KPMG LLP

Houston, Texas

February 23, 2021

EX-31.1

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Jack A. Fusco, certify that:

1.    I have reviewed this annual report on Form 10-K of Cheniere Energy, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2021 

/s/ Jack A. Fusco

Jack A. Fusco
Chief Executive Officer of

Cheniere Energy, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Zach Davis, certify that:

1.    I have reviewed this annual report on Form 10-K of Cheniere Energy, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2021

/s/ Zach Davis

Zach Davis
Chief Financial Officer of

Cheniere Energy, Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Cheniere Energy, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack A. Fusco, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2021 

/s/ Jack A. Fusco

Jack A. Fusco
Chief Executive Officer of

Cheniere Energy, Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Cheniere Energy, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zach Davis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2021 

/s/ Zach Davis

Zach Davis
Chief Financial Officer of

Cheniere Energy, Inc.

XML

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2020	Feb. 19, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Document Transition Report	false
Entity File Number	001-16383
Entity Registrant Name	CHENIERE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4352386
Entity Address, Address Line One	700 Milam Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	375-5000
Title of 12(b) Security	Common Stock, $ 0.003 par value
Trading Symbol	LNG
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 12.1
Entity Common Stock, Shares Outstanding		253,529,085
Documents Incorporated by Reference	The definitive proxy statement for the registrant’s Annual Meeting of Stockholders (to be filed within 120 days of the close of the registrant’s fiscal year) is incorporated by reference into Part III.
Entity Central Index Key	0000003570
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY

XML

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues
Revenues		$ 9,358	$ 9,730	$ 7,987
Revenues from contracts with customers		9,293	9,157	7,896
Operating costs and expenses
Cost of sales (excluding items shown separately below)		4,161	5,079	4,597
Operating and maintenance expense		1,320	1,154	613
Development expense		6	9	7
Selling, general and administrative expense		302	310	289
Depreciation and amortization expense		932	794	449
Impairment expense and loss on disposal of assets		6	23	8
Total operating costs and expenses		6,727	7,369	5,963
Income from operations		2,631	2,361	2,024
Other income (expense)
Interest expense, net of capitalized interest		(1,525)	(1,432)	(875)
Loss on modification or extinguishment of debt		(217)	(55)	(27)
Interest rate derivative gain (loss), net		(233)	(134)	57
Other income (expense), net		(112)	(25)	48
Total other expense		(2,087)	(1,646)	(797)
Income before income taxes and non-controlling interest		544	715	1,227
Income tax benefit (provision)		(43)	517	(27)
Net income		501	1,232	1,200
Less: net income attributable to non-controlling interest		586	584	729
Net income (loss) attributable to common stockholders		$ (85)	$ 648	$ 471
Net income (loss) per share attributable to common stockholders—basic		$ (0.34)	$ 2.53	$ 1.92
Diluted net income (loss) per share attributable to common stockholders		$ (0.34)	$ 2.51	$ 1.90
Weighted average number of common shares outstanding—basic		252.4	256.2	245.6
Weighted average number of common shares outstanding—diluted		252.4	258.1	248.0
LNG [Member]
Revenues
Revenues		$ 8,924	$ 9,246	$ 7,572
Revenues from contracts with customers	[1]	8,954	8,817	7,581
Regasification [Member]
Revenues
Revenues from contracts with customers		269	266	261
Other [Member]
Revenues
Revenues		165	218	154
Revenues from contracts with customers		$ 70	$ 74	$ 54

[1] LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2020		Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 1,628	[1]	$ 2,474
Restricted cash	449	[1]	520
Accounts and other receivables, net	647		491
Inventory	292		312
Derivative assets	32		323
Other current assets	121		92
Total current assets	3,169		4,212
Property, plant and equipment, net	30,421		29,673
Operating lease assets, net	759		439
Non-current derivative assets	376		174
Goodwill	77		77
Deferred tax assets	489		529
Other non-current assets, net	406		388
Total assets	35,697	[1]	35,492
Current liabilities
Accounts payable	35		66
Accrued liabilities	1,175		1,281
Current debt	372		0
Deferred revenue	138		161
Current operating lease liabilities	161		236
Derivative liabilities	313		117
Other current liabilities	2		13
Total current liabilities	2,196		1,874
Long-term debt, net	30,471		30,774
Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	57		58
Non-current derivative liabilities	151		151
Other non-current liabilities	7		11
Commitments and Contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued	0		0
Issued: 273.1 million shares and 270.7 million shares at December 31, 2020 and 2019, respectively
Outstanding: 252.3 million shares and 253.6 million shares at December 31, 2020 and 2019, respectively	1		1
Treasury stock: 20.8 million shares and 17.1 million shares at December 31, 2020 and 2019, respectively, at cost	(872)		(674)
Additional paid-in-capital	4,273		4,167
Accumulated deficit	(3,593)		(3,508)
Total stockholders' deficit	(191)		(14)
Non-controlling interest	2,409		2,449
Total equity	2,218		2,435
Total liabilities and stockholders’ equity	$ 35,697	[1]	$ 35,492

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

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Consolidated Balance Sheets Parentheticals - USD ($) $ in Millions	Dec. 31, 2020		Dec. 31, 2019
Assets	$ 35,697	[1]	$ 35,492
Cash and cash equivalents	1,628	[1]	2,474
Restricted cash	$ 449	[1]	$ 520
Preferred Stock, Par Value	$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized	5,000,000.0		5,000,000.0
Preferred Stock, Shares Issued	0		0
Common Stock, Par Value Per Share	$ 0.003		$ 0.003
Common stock, Shares Authorized	480,000,000.0		480,000,000.0
Common Stock, Shares, Issued	273,100,000		270,700,000
Common Stock, Shares, Outstanding	252,300,000		253,600,000
Treasury Stock, Shares	20,800,000		17,100,000
Cheniere Partners [Member]
Assets	$ 18,817		$ 19,120
Liabilities	18,535		18,602
Cash and cash equivalents	1,210		1,781
Restricted cash	$ 97		$ 181

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

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Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interest
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2017		237.6
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2017			12.5
Stockholders' Equity, Beginning of Period at Dec. 31, 2017	$ 1,240	$ 1	$ (386)	$ 3,248	$ (4,627)	$ 3,004
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units and performance stock units, shares		0.5	0.0
Vesting of restricted stock units and performance stock units	0	$ 0	$ 0	0	0	0
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments, shares		19.2	0.0
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments	(8)	$ 0	$ 0	694	0	(702)
Share-based compensation	90	$ 0	$ 0	90	0	0
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock		(0.3)
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares			0.3
Issued shares withheld from employees related to share-based compensation, at cost	(20)	$ 0	$ (20)	0	0	0
Net income (loss) attributable to non-controlling interest	729	0	0	0	0	729
Equity portion of convertible notes, net	3	0	0	3	0	0
Distributions and dividends to non-controlling interest	(576)	0	0	0	0	(576)
Net income (loss)	471	$ 0	$ 0	0	471	0
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2018		257.0
Treasury Stock, Shares, End of Period at Dec. 31, 2018			12.8
Stockholders' Equity, End of Period at Dec. 31, 2018	1,929	$ 1	$ (406)	4,035	(4,156)	2,455
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units and performance stock units, shares		0.9	0.0
Vesting of restricted stock units and performance stock units	0	$ 0	$ 0	0	0	0
Share-based compensation	131	$ 0	$ 0	131	0	0
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock		(0.3)
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares			0.3
Issued shares withheld from employees related to share-based compensation, at cost	(19)	$ 0	$ (19)	0	0	0
Shares repurchased, at cost, shares		(4.0)	4.0
Shares repurchased, at cost	(249)	$ 0	$ (249)	0	0	0
Net income (loss) attributable to non-controlling interest	584	0	0	0	0	584
Equity portion of convertible notes, net	1	0	0	1	0	0
Distributions and dividends to non-controlling interest	(590)	0	0	0	0	(590)
Net income (loss)	$ 648	0	0	0	648	0
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2019	253.6
Treasury Stock, Shares, End of Period at Dec. 31, 2019	17.1
Stockholders' Equity, End of Period at Dec. 31, 2019	$ 2,435	$ 1	$ (674)	4,167	(3,508)	2,449
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units and performance stock units, shares		2.4	0.0
Vesting of restricted stock units and performance stock units	0	$ 0	$ 0	0	0	0
Share-based compensation	114	$ 0	$ 0	114	0	0
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock		(0.8)
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares			0.8
Issued shares withheld from employees related to share-based compensation, at cost	(43)	$ 0	$ (43)	0	0	0
Shares repurchased, at cost, shares		(2.9)	2.9
Shares repurchased, at cost	(155)	$ 0	$ (155)	0	0	0
Net income (loss) attributable to non-controlling interest	586	0	0	0	0	586
Reacquisition of equity component of convertible notes, net of tax	(8)	0	0	(8)	0	0
Distributions and dividends to non-controlling interest	(626)	0	0	0	0	(626)
Net income (loss)	$ (85)	$ 0	0	0	(85)	0
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2020	252.3	252.3
Treasury Stock, Shares, End of Period at Dec. 31, 2020	20.8
Stockholders' Equity, End of Period at Dec. 31, 2020	$ 2,218	$ 1	$ (872)	$ 4,273	$ (3,593)	$ 2,409

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net income	$ 501	$ 1,232	$ 1,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	932	794	449
Share-based compensation expense	110	131	113
Non-cash interest expense	51	143	74
Amortization of debt issuance costs, premium and discount	114	103	69
Non-cash operating lease costs	291	350	0
Loss on modification or extinguishment of debt	217	55	27
Total losses (gains) on derivatives, net	211	(400)	51
Net cash provided by settlement of derivative instruments	74	138	17
Impairment expense and loss on disposal of assets	6	23	8
Impairment or loss on equity method investments	126	88	0
Deferred taxes	40	(521)	(5)
Repayment of paid-in-kind interest related to repurchase of convertible notes	(911)	0	0
Other	2	0	(5)
Changes in operating assets and liabilities:
Accounts and other receivables, net	(154)	1	(133)
Inventory	21	11	(73)
Other current assets	(27)	(18)	(15)
Accounts payable and accrued liabilities	54	52	188
Deferred revenue	(23)	22	26
Operating lease liabilities	(277)	(366)	0
Finance lease liabilities	0	1	0
Other, net	(93)	(6)	(1)
Net cash provided by operating activities	1,265	1,833	1,990
Cash flows from investing activities
Property, plant and equipment, net	(1,839)	(3,056)	(3,643)
Investment in equity method investment	(100)	(105)	(25)
Other	(8)	(2)	14
Net cash used in investing activities	(1,947)	(3,163)	(3,654)
Cash flows from financing activities
Proceeds from issuances of debt	7,823	6,434	4,285
Repayments of debt	(6,940)	(4,346)	(1,391)
Debt issuance and other financing costs	(125)	(51)	(66)
Debt modification or extinguishment costs	(172)	(15)	(17)
Distributions and dividends to non-controlling interest	(626)	(590)	(576)
Payments related to tax withholdings for share-based compensation	(43)	(19)	(20)
Repurchase of common stock	(155)	(249)	0
Other	3	4	(8)
Net cash provided by (used in) financing activities	(235)	1,168	2,207
Net decrease in cash, cash equivalents and restricted cash	(917)	(162)	543
Cash, cash equivalents and restricted cash—beginning of period	2,994	3,156	2,613
Cash, cash equivalents and restricted cash—end of period	$ 2,077	$ 2,994	$ 3,156

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Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2020		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Balances per Consolidated Balance Sheets:
Cash and cash equivalents	$ 1,628	[1]	$ 2,474
Restricted cash	449	[1]	520
Total cash, cash equivalents and restricted cash	$ 2,077		$ 2,994	$ 3,156	$ 2,613

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

XML

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

ORGANIZATION AND NATURE OF OPERATIONS

Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We are operating and constructing two natural gas liquefaction and export facilities at Sabine Pass and Corpus Christi.

The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners, through its subsidiary SPL, is currently operating five natural gas liquefaction Trains and is constructing one additional Train that is expected to be substantially completed in the second half of 2022, for a total production capacity of approximately 30 mtpa of LNG (the “SPL Project”) at the Sabine Pass LNG terminal. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ subsidiary, SPLNG, that include pre-existing infrastructure of five LNG storage tanks, two marine berths and vaporizers and an additional marine berth that is under construction. Cheniere Partners also owns a 94-mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”) through its subsidiary, CTPL. As of December 31, 2020, we owned 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners.

The Corpus Christi LNG terminal is located near Corpus Christi, Texas and is operated and constructed by our subsidiary, CCL. We are currently operating two Trains and one additional Train is undergoing commissioning for a total production capacity of approximately 15 mtpa of LNG. We also operate a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Trains, the “CCL Project”) through our subsidiary, CCP. The CCL Project, once fully constructed, will contain three LNG storage tanks and two marine berths.

Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project (“Corpus Christi Stage 3”) through our subsidiary CCL Stage III, for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG. We received approval from FERC in November 2019 to site, construct and operate the expansion project.

We remain focused on operational excellence and customer satisfaction. Increasing demand of LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We hold significant land positions at both the Sabine Pass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a final investment decision (“FID”).

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our Consolidated Financial Statements have been prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Partners and its wholly owned subsidiaries. For those consolidated subsidiaries in which our ownership is less than 100%, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on our Consolidated Statement of Operations. All intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting, with our share of earnings or losses reported in other income (expense) on our Consolidated Statement of Operations. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for our proportionate share of earnings, losses and distributions. Investments accounted for using the equity method of accounting are reported as a component of other noncurrent assets.

We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”).  Generally, a VIE is an entity that

does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We plan to adopt this guidance on January 1, 2022 and are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

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 debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to fair value measurements, revenue recognition, property, plant and equipment, derivative instruments, leases, goodwill, asset retirement obligations (“AROs”), share-based compensation and income taxes including valuation allowances for deferred tax assets, as further discussed under the respective sections within this note. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs that are directly or indirectly observable for the asset or liability, other than quoted prices included within Level 1. Hierarchy Level 3 inputs are inputs that are not observable in the market.

In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates.

Recurring fair-value measurements are performed for derivative instruments as disclosed in Note 7—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Non-financial assets and liabilities initially measured at fair value include intangible assets, goodwill and AROs.

Revenue Recognition

We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function that are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets.

Accounts and Notes Receivable

Accounts and notes receivable are reported net of any current expected credit losses. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Current expected credit losses consider the risk of loss based on past events, current conditions and reasonable and supportable forecasts. A counterparty’s ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness, contract terms, payment status, and other risks or available financial assurances. Adjustments to current expected credit losses are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. As of December 31, 2020 and 2019, we had current expected credit losses on our accounts and notes receivable of $5 million and zero, respectively.

Inventory

LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued.

Accounting for LNG Activities

Generally, we begin capitalizing the costs of our LNG terminals once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with preliminary front-end engineering and design work, costs of securing necessary regulatory approvals and other preliminary investigation and development activities related to our LNG terminals.

Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land acquisition costs, detailed engineering design work and certain permits that are capitalized as other non-current assets. The

costs of lease options are amortized over the life of the lease once obtained. If no land or lease is obtained, the costs are expensed.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in impairment expense and loss (gain) on disposal of assets.

Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

We did not record any impairments related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018.

Interest Capitalization

We capitalize interest costs during the construction period of our LNG terminals and related assets as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset.

Regulated Natural Gas Pipelines

The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. 

Items that may influence our assessment are:

•inability to recover cost increases due to rate caps and rate case moratoriums;  

•inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings;  

•excess capacity;  

•increased competition and discounting in the markets we serve; and  

•impacts of ongoing regulatory initiatives in the natural gas industry.

Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service.

Derivative Instruments

We use derivative instruments to hedge our exposure to cash flow variability from interest rate, commodity price and foreign currency exchange (“FX”) rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for, and we elect, the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis.

Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria. We did not have any derivative instruments designated as cash flow or fair value hedges during the years ended December 31, 2020, 2019 and 2018. See Note 7—Derivative Instruments for additional details about our derivative instruments.

Leases

We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and subsequent amendments thereto (“ASC 842”) on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard resulted in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

We determine if an arrangement is, or contains, a lease at inception of the arrangement. When we determine the arrangement is, or contains, a lease, we classify the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on our Consolidated Balance Sheets by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Operating and finance lease right-of-use assets and liabilities are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate in the lease if readily determinable. In the absence of a readily determinable implicitly interest rate, we discount our expected future lease payments using our relevant subsidiary’s incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability, only to the extent they are reasonably certain to be exercised. We have elected practical expedients to (1) omit leases with an initial term of 12 months or less from recognition on our balance sheet and (2) to combine both the lease and non-lease components of an arrangement in calculating the right-of-use asset and lease liability for all classes of leased assets.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term.

Operating leases are included in operating lease assets, net, current operating lease liabilities and non-current operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net, other current liabilities and non-current finance lease liabilities on our Consolidated Balance Sheets. See Note 12—Leases for additional details about our leases.

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date.

The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within other current assets. Our interest rate and FX derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments.

SPL has entered into fixed price long-term SPAs generally with terms of 20 years with eight third parties, CCL has entered into fixed price long-term SPAs generally with terms of 20 years with nine third parties and our integrated marketing function has entered into a limited number of long-term SPAs with third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 21—Customer Concentration for additional details about our customer concentration.

SPLNG has entered into two long-term TUAs with third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of A.

Goodwill

Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired.  Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired.  Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value.  We test goodwill for impairment by either performing a qualitative assessment or a quantitative test.  The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.  We may elect not to perform the qualitative assessment and instead perform a quantitative impairment test.  Significant judgment is required in estimating the fair value of the reporting unit and performing quantitative goodwill impairment tests.

We completed our annual assessment of goodwill impairment as of October 1st by performing a qualitative assessment; the tests indicated it is more likely than not that there was no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events.

Debt

Our debt consists of current and long-term secured and unsecured debt securities, convertible debt securities and credit facilities with banks and other lenders.  Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors.

Debt is recorded on our Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. If debt issuance costs are incurred in connection with a line of credit

arrangement or on undrawn funds, they are presented as an asset on our Consolidated Balance Sheets. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment or modification of debt are recorded in gain (loss) on modification or extinguishment of debt on our Consolidated Statements of Operations.

Asset Retirement Obligations

We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset.

We have not recorded an ARO associated with the Sabine Pass LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial.

We have not recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly.

Share-based Compensation

We have awarded share-based compensation in the form of stock, restricted stock, restricted stock units, performance stock units and phantom units that are more fully described in Note 16—Share-based Compensation. We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value and not subsequently remeasured unless modified. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation costs are remeasured at fair value through settlement or maturity. We account for forfeitures as they occur.

Non-controlling Interests

When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are generally recognized within equity. See Note 9—Non-controlling Interest and Variable Interest Entities for additional details about our non-controlling interest.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in our Consolidated Financial

Statements. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes.

A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable.

We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

Net Income (Loss) Per Share

Basic net income (loss) per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. The dilutive effect of unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the treasury or if-converted method.

Business Segment

We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers.

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Restricted Cash

12 Months Ended

Dec. 31, 2020

Restricted Cash [Abstract]

Restricted Cash

RESTRICTED CASH

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of December 31, 2020 and 2019, restricted cash consisted of the following (in millions):

	December 31,
	2020		2019
Current restricted cash
SPL Project	$	97	$	181
CCL Project	70		80
Cash held by our subsidiaries that is restricted to Cheniere	282		259
Total current restricted cash	$	449	$	520

Pursuant to the accounts agreements entered into with the collateral trustees for the benefit of SPL’s debt holders and CCH’s debt holders, SPL and CCH are required to deposit all cash received into reserve accounts controlled by the collateral trustees.  The usage or withdrawal of such cash is restricted to the payment of liabilities related to the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) and other restricted payments. The majority of the cash held by our subsidiaries that is restricted to Cheniere relates to advance funding for operation and construction needs of the Liquefaction Projects.

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Accounts and Other Receivables

12 Months Ended

Dec. 31, 2020

Receivables [Abstract]

Accounts and Other Receivables

ACCOUNTS AND OTHER RECEIVABLES

As of December 31, 2020 and 2019, accounts and other receivables, net consisted of the following (in millions):

	December 31,
	2020		2019
Trade receivables
SPL and CCL	$	482	$	328
Cheniere Marketing	113		113
Other accounts receivable	52		50
Total accounts and other receivables, net	$	647	$	491

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Inventory

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Inventory

INVENTORY

As of December 31, 2020 and 2019, inventory consisted of the following (in millions):

	December 31,
	2020		2019
Natural gas	$	26	$	16
LNG	27		67
LNG in-transit	88		93
Materials and other	151		136
Total inventory	$	292	$	312

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2020 and 2019, property, plant and equipment, net consisted of the following (in millions):

	December 31,
	2020		2019
LNG terminal costs
LNG terminal and interconnecting pipeline facilities	$	27,475	$	27,305
LNG site and related costs	324		322
LNG terminal construction-in-process	5,378		3,903
Accumulated depreciation	(2,935)		(2,049)
Total LNG terminal costs, net	30,242		29,481
Fixed assets and other
Computer and office equipment	25		23
Furniture and fixtures	19		22
Computer software	117		110
Leasehold improvements	45		42
Land	59		59
Other	25		21
Accumulated depreciation	(164)		(141)
Total fixed assets and other, net	126		136
Assets under finance lease
Tug vessels	60		60
Accumulated depreciation	(7)		(4)
Total assets under finance lease, net	53		56
Property, plant and equipment, net	$	30,421	$	29,673

The following table shows depreciation expense and offsets to LNG terminal costs during the years ended December 31, 2020 and 2019 (in millions):

	Year Ended December 31,
	2020		2019		2018
Depreciation expense	$	926	$	788	$	445
Offsets to LNG terminal costs (1)	19		301		140

(1)    We realize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Projects during the testing phase for its construction.

LNG Terminal Costs

Our LNG terminals are depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of our LNG terminals have depreciable lives between 7 and 50 years, as follows:

Components	Useful life (yrs)
LNG storage tanks	50
Natural gas pipeline facilities	40
Marine berth, electrical, facility and roads	35
Water pipelines	30
Regasification processing equipment	30
Sendout pumps	20
Liquefaction processing equipment	7-50
Other	10-30

Fixed Assets and Other

Our fixed assets and other are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets.

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Derivative Instruments

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

DERIVATIVE INSTRUMENTS

We have entered into the following derivative instruments that are reported at fair value:

•interest rate swaps (“CCH Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on CCH’s amended and restated credit facility (the “CCH Credit Facility”) and previously, to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives” and, collectively with the CCH Interest Rate Derivatives, the “Interest Rate Derivatives”);

•commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3 (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (collectively, the “Liquefaction Supply Derivatives”);

•financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (“LNG Trading Derivatives”); and

•foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with both LNG Trading Derivatives and operations in countries outside of the United States (“FX Derivatives”).

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow or fair value hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process.

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2020 and 2019, which are classified as derivative assets, non-current derivative assets, derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions):

	Fair Value Measurements as of
	December 31, 2020								December 31, 2019
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
CCH Interest Rate Derivatives liability	$	—	$	(140)	$	—	$	(140)	$	—	$	(81)	$	—	$	(81)
CCH Interest Rate Forward Start Derivatives liability	—		—		—		—		—		(8)		—		(8)
Liquefaction Supply Derivatives asset (liability)	5		(6)		241		240		5		6		138		149
LNG Trading Derivatives asset (liability)	(3)		(131)		—		(134)		—		165		—		165
FX Derivatives asset (liability)	—		(22)		—		(22)		—		4		—		4

We value our Interest Rate Derivatives using an income-based approach utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our LNG Trading Derivatives and our Liquefaction Supply Derivatives using a market or option-based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data. We value our FX Derivatives with a market approach using observable FX rates and other relevant data.

The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including evaluating whether the respective market is available as pipeline infrastructure is developed. The fair value of our Physical Liquefaction Supply Derivatives incorporates risk premiums related to the satisfaction of conditions precedent, such as completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow. As of December 31, 2020 and 2019, some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure was under development to accommodate marketable physical gas flow.

We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity, volatility and contract duration.

The Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2020:

	Net Fair Value Asset (in millions)	Valuation Approach	Significant Unobservable Input	Range of Significant Unobservable Inputs / Weighted Average (1)
Physical Liquefaction Supply Derivatives	$241	Market approach incorporating present value techniques	Henry Hub basis spread	$(0.532) - $0.092 / $(0.030)
		Option pricing model	International LNG pricing spread, relative to Henry Hub (2)	117% - 480% / 155%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)Spread contemplates U.S. dollar-denominated pricing.

Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of our Physical Liquefaction Supply Derivatives.

The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
Balance, beginning of period	$	138	$	(29)	$	43
Realized and mark-to-market gains (losses):
Included in cost of sales	156		(77)		(13)
Purchases and settlements:
Purchases	5		199		(31)
Settlements	(65)		44		(29)
Transfers into Level 3, net (1)	7		1		1
Balance, end of period	$	241	$	138	$	(29)
Change in unrealized gain (loss) relating to instruments still held at end of period	$	156	$	(77)	$	(13)

(1)Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements.

Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for the unconditional right of set-off in the event of default. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Additionally, counterparties are at risk that we will be unable to meet our commitments in instances where our derivative instruments are in a liability position. We incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees.

Interest Rate Derivatives

CCH has entered into interest rate swaps to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the CCH Credit Facility. CCH previously also had interest rate swaps to hedge against changes in interest rates that could impact anticipated future issuance of debt. In August 2020, we settled the outstanding CCH Interest Rate Forward Start Derivatives.

Cheniere Partners previously had interest rate swaps (“CQP Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its credit facilities. In October 2018, Cheniere Partners terminated the CQP Interest Rate Derivatives related to the 2016 CQP Credit Facilities.

As of December 31, 2020, we had the following Interest Rate Derivatives outstanding:

	Notional Amounts
	December 31, 2020	December 31, 2019	Maturity Date	Weighted Average Fixed Interest Rate Paid	Variable Interest Rate Received
CCH Interest Rate Derivatives	$4.6 billion	$4.5 billion	May 31, 2022	2.30%	One-month LIBOR

The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
CCH Interest Rate Derivatives gain (loss)	$	(138)	$	(101)	$	43
CCH Interest Rate Forward Start Derivatives loss	(95)		(33)		—
CQP Interest Rate Derivatives gain	—		—		14

Commodity Derivatives

SPL, CCL and CCL Stage III have entered into physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3, respectively, which are primarily indexed to the natural gas market and international LNG indices. The remaining terms of the index-based physical natural gas supply contracts range up to approximately 15 years, some of which commence upon the satisfaction of certain events or states of affairs.

We have entered into, and may from time to time enter into, financial LNG Trading Derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with LNG purchase and sale transactions.

The following table shows the notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”):

	December 31, 2020		December 31, 2019
	Liquefaction Supply Derivatives	LNG Trading Derivatives	Liquefaction Supply Derivatives	LNG Trading Derivatives
Notional amount, net (in TBtu) (1)	10,483	20	9,177	4

(1)    Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

The following table shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Consolidated Statements of Operations Location (1)	Year Ended December 31,
		2020		2019		2018
LNG Trading Derivatives gain (loss)	LNG revenues	$	(26)	$	402	$	(25)
LNG Trading Derivatives loss	Cost of sales	(42)		(89)		—
Liquefaction Supply Derivatives gain (loss) (2)	LNG revenues	(1)		2		(1)
Liquefaction Supply Derivatives gain (loss) (2)	Cost of sales	94		194		(100)

(1)    Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

(2)    Does not include the realized value associated with derivative instruments that settle through physical delivery.

FX Derivatives

Cheniere Marketing has entered into FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions.

The total notional amount of our FX Derivatives was $786 million and $827 million as of December 31, 2020 and 2019, respectively.

The following table shows the changes in the fair value, settlements and location of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

		Year Ended December 31,
	Consolidated Statements of Operations Location	2020		2019		2018
FX Derivatives gain (loss)	LNG revenues	$	(3)	$	25	$	18

Fair Value and Location of Derivative Assets and Liabilities on the Consolidated Balance Sheets

The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions):

	December 31, 2020
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	27	$	—	$	5	$	32
Non-current derivative assets	—		—		376		—		—		376
Total derivative assets	—		—		403		—		5		408
Derivative liabilities	(100)		—		(54)		(134)		(25)		(313)
Non-current derivative liabilities	(40)		—		(109)		—		(2)		(151)
Total derivative liabilities	(140)		—		(163)		(134)		(27)		(464)
Derivative asset (liability), net	$	(140)	$	—	$	240	$	(134)	$	(22)	$	(56)
	December 31, 2019
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	93	$	225	$	5	$	323
Non-current derivative assets	—		—		174		—		—		174
Total derivative assets	—		—		267		225		5		497
Derivative liabilities	(32)		(8)		(16)		(60)		(1)		(117)
Non-current derivative liabilities	(49)		—		(102)		—		—		(151)
Total derivative liabilities	(81)		(8)		(118)		(60)		(1)		(268)
Derivative asset (liability), net	$	(81)	$	(8)	$	149	$	165	$	4	$	229

(1)    Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

(2)    Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

Consolidated Balance Sheets Presentation

Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions):

	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives		LNG Trading Derivatives		FX Derivatives
As of December 31, 2020
Gross assets	$	—	$	—	$	452	$	—	$	6
Offsetting amounts	—		—		(49)		—		(1)
Net assets	$	—	$	—	$	403	$	—	$	5
Gross liabilities	$	(140)	$	—	$	(184)	$	(163)	$	(62)
Offsetting amounts	—		—		21		29		35
Net liabilities	$	(140)	$	—	$	(163)	$	(134)	$	(27)
As of December 31, 2019
Gross assets	$	—	$	—	$	281	$	229	$	9
Offsetting amounts	—		—		(14)		(4)		(4)
Net assets	$	—	$	—	$	267	$	225	$	5
Gross liabilities	$	(81)	$	(8)	$	(126)	$	(60)	$	(6)
Offsetting amounts	—		—		8		—		5
Net liabilities	$	(81)	$	(8)	$	(118)	$	(60)	$	(1)

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Other Non-Current Assets

12 Months Ended

Dec. 31, 2020

Other Assets, Noncurrent [Abstract]

Other Non-Current Assets

OTHER NON-CURRENT ASSETS

As of December 31, 2020 and 2019, other non-current assets, net consisted of the following (in millions):

	December 31,
	2020		2019
Advances made to municipalities for water system enhancements	$	84	$	87
Advances and other asset conveyances to third parties to support LNG terminals	60		55
Advances made under EPC and non-EPC contracts	9		29
Equity method investments	81		108
Debt issuance costs and debt discount, net	42		45
Tax-related payments and receivables	20		20
Contract assets, net	80		18
Other	30		26
Total other non-current assets, net	$	406	$	388

Equity Method Investments

Our equity method investments consist of interests in privately-held companies. In 2017, we acquired an equity interest in Midship Holdings, LLC (“Midship Holdings”), which manages the business and affairs of Midship Pipeline Company, LLC (“Midship Pipeline”). Midship Pipeline is currently operating an approximately 200-mile natural gas pipeline project (the “Midship Project”) that connects production in the Anadarko Basin to Gulf Coast markets. The Midship Project commenced operations in April 2020.

During the year ended December 31, 2020, we recognized other-than-temporary impairment losses of $129 million related to our investment in Midship Holdings. Impairment was precipitated primarily due to declining market conditions in the energy industry and customer credit risk, resulting in a reduction in the fair value of our equity interests. During the year ended December 31, 2019, we recognized losses of $87 million related to our investments in certain equity method investees, including Midship Holdings. Impairments were primarily the result of cost overruns and extended construction timelines for

operating infrastructure of our investees’ projects, resulting in a reduction of the fair value of our equity interests. The fair values of our equity interests were measured using an income approach, which utilized level 3 fair value inputs such as projected earnings and discount rates, and/or market approach. Impairment losses associated with our equity method investments are presented in other expense, net.

Our investment in Midship Holdings, net of impairment losses, was $80 million and $105 million at December 31, 2020 and 2019, respectively.

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Non-Controlling Interest and Variable Interest Entity

12 Months Ended

Dec. 31, 2020

Noncontrolling Interest and Variable Interest Entity [Abstract]

Non-Controlling Interest and Variable Interest Entity

NON-CONTROLLING INTEREST AND VARIABLE INTEREST ENTITY

We own a 48.6% limited partner interest in Cheniere Partners in the form of 239.9 million common units, with the remaining non-controlling interest held by The Blackstone Group Inc., Brookfield Asset Management Inc. and the public. In July 2020, the board of directors of Cheniere Partners’ general partner confirmed and approved that, following the distribution with respect to the three months ended June 30, 2020, the financial tests required for conversion of Cheniere Partners’ subordinated units, all of which were held by us, were met under the terms of Cheniere Partners’ partnership agreement. Accordingly, effective August 17, 2020, the first business day following the payment of the distribution, all of Cheniere Partners’ subordinated units were automatically converted into common units on a one-for-one basis and the subordination period was terminated. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. Cheniere Partners is accounted for as a consolidated VIE.

Cheniere Partners is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Our subsidiary, Cheniere Partners GP, is the general partner of Cheniere Partners. In 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco entered into a unit purchase agreement whereby Cheniere Partners sold 100.0 million Class B units to Blackstone CQP Holdco in a private placement. The board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone CQP Holdco, four directors appointed by us and four independent directors mutually agreed upon by Blackstone CQP Holdco and us and appointed by us. In addition, we provided Blackstone 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 Blackstone CQP Holdco, two directors appointed by us and two independent directors. Blackstone CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone CQP Holdco’s ownership in Cheniere Partners is less than 20% of outstanding common units and subordinated units.

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 Blackstone CQP Holdco. However, we continue to consolidate Cheniere Partners as a result of Blackstone CQP Holdco’s right to maintain one board seat on our Board which creates a de facto agency relationship between Blackstone 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 Cheniere Partners in our Consolidated Financial Statements.

The following table presents the summarized assets and liabilities (in millions) of Cheniere Partners, our consolidated VIE, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of Cheniere Partners. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third-party assets and liabilities of Cheniere Partners only and exclude intercompany balances that eliminate in consolidation.

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	1,210	$	1,781
Restricted cash	97		181
Accounts and other receivables, net	318		297
Other current assets	182		184
Total current assets	1,807		2,443
Property, plant and equipment, net	16,723		16,368
Other non-current assets, net	287		309
Total assets	$	18,817	$	19,120
LIABILITIES
Current liabilities
Accrued liabilities	$	658	$	709
Other current liabilities	171		210
Total current liabilities	829		919
Long-term debt, net	17,580		17,579
Other non-current liabilities	126		104
Total liabilities	$	18,535	$	18,602

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Accrued Liabilities

12 Months Ended

Dec. 31, 2020

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

ACCRUED LIABILITIES

As of December 31, 2020 and 2019, accrued liabilities consisted of the following (in millions): 

	December 31,
	2020		2019
Interest costs and related debt fees	$	245	$	293
Accrued natural gas purchases	576		460
LNG terminals and related pipeline costs	147		327
Compensation and benefits	123		115
Accrued LNG inventory	4		6
Other accrued liabilities	80		80
Total accrued liabilities	$	1,175	$	1,281

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Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

DEBT

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”)	$	13,650	$	13,650
Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”)	4,100		4,100
CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility	10,217		10,235
CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	—		1,578
Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	3,145		1,903
Unamortized premium, discount and debt issuance costs, net	(641)		(692)
Total long-term debt, net	30,471		30,774
Current debt:
SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		—
CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility	271		—
Cheniere Marketing — trade finance facilities	—		—
Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		—
Unamortized premium, discount and debt issuance costs, net	(3)		—
Total current debt	372		—
Total debt, net	$	30,843	$	30,774

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions):

Years Ending December 31,	Principal Payments
2021	$	747
2022	1,089
2023	1,749
2024	5,556
2025	5,023
Thereafter	17,323
Total	$	31,487

Issuances and Repayments

The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)	$	2,000
CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2)	769
Cheniere — 2028 Cheniere Senior Secured Notes (3)	2,000
Cheniere — Cheniere Term Loan Facility	2,323
Cheniere — Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	7,547
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1)	$	(2,000)
CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3)	(1,578)
CCH — CCH Credit Facility (2)	(656)
Cheniere — 2021 Cheniere Convertible Unsecured Notes (3)	(844)
Cheniere — Cheniere Term Loan Facility (3)	(2,175)
Cheniere — Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(7,708)

(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

(2)Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs.

(3)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

Credit Facilities and Delayed Draw Term Loan

Below is a summary of our credit facilities and delayed draw term loan outstanding as of December 31, 2020 (in millions):

	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities		CCH Credit Facility (2)		CCH Working Capital Facility		Cheniere Revolving Credit Facility		Cheniere Term Loan Facility (3)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750	$	2,620
Incremental commitments	—		—		1,566		850		500		75
Less:
Outstanding balance	—		—		2,627		140		—		148
Commitments prepaid or terminated	—		750		7,343		—		—		2,175
Letters of credit issued	413		—		—		293		124		—
Available commitment	$	787	$	750	$	—	$	767	$	1,126	$	372
Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%		LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%		(4)
Weighted average interest rate of outstanding balance	n/a		n/a		1.90%		1.40%		n/a		2.15%
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022		June 18, 2023

(1)The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

(2)We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the year ended December 31, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes.

(3)Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

(4)LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity.

Convertible Notes

Below is a summary of our convertible notes outstanding as of December 31, 2020 (in millions):

	2021 Cheniere Convertible Unsecured Notes (1)			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	625
Add: interest paid-in-kind	320			—
Less: aggregate principal redeemed	(844)			—
Aggregate remaining principal	$	476		$	625
Debt component, net of discount and debt issuance costs	$	470		$	317
Equity component	$	201		$	194
Interest payment method	Paid-in-kind			Cash
Conversion by us (2)	—			(3)
Conversion by holders (2)	(4)			(5)
Conversion basis	Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	—		$	—
Maturity date	May 28, 2021			March 15, 2045
Contractual interest rate	4.875		%	4.25		%
Effective interest rate (6)	8.1		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (7)	0.4 years			24.2 years

(1)$372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

(2)Conversion is subject to various limitations and conditions.

(3)Redeemable at any time at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.

(4)Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date.

(5)Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes, which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events).

(6)Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.

(7)We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity.

Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us, our subsidiaries’ and its restricted subsidiaries’ ability to make certain investments or pay dividends or distributions.

As of December 31, 2020, each of our issuers was in compliance with all covenants related to their respective debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Interest cost on convertible notes:
Interest per contractual rate	$	152	$	256	$	237
Amortization of debt discount	45		40		35
Amortization of debt issuance costs	8		12		9
Total interest cost related to convertible notes	205		308		281
Interest cost on debt and finance leases excluding convertible notes	1,568		1,538		1,397
Total interest cost	1,773		1,846		1,678
Capitalized interest	(248)		(414)		(803)
Total interest expense, net of capitalized interest	$	1,525	$	1,432	$	875

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):

	December 31, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,700	$	27,897	$	22,700	$	24,650
Senior notes — Level 3 (2)	2,771		3,423		2,002		2,259
Credit facilities (3)	2,915		2,915		3,283		3,283
2021 Cheniere Convertible Unsecured Notes (2)	476		480		1,278		1,312
2025 CCH HoldCo II Convertible Senior Notes (2)	—		—		1,578		1,807
2045 Cheniere Convertible Senior Notes (4)	625		496		625		498

(1)The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.

(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 

(3)The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

(4)The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.

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Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

LEASES

Our leased assets consist primarily of (1) LNG vessel time charters (“vessel charters”), (2) tug vessels, (3) office space and facilities and (4) land sites, all of which are classified as operating leases except for our tug vessels at the Corpus Christi LNG terminal, which are classified as finance leases.

Our policy is to recognize leases on our balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. As our leases generally do not provide an implicit rate, in order to calculate the lease liability, we discounted our expected future lease payments using our relevant subsidiary’s incremental borrowing rate at the later of January 1, 2019 or the commencement date of the lease. The incremental borrowing rate is an estimate of the rate of interest that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term.

Many of our leases contain renewal options exercisable at our sole discretion. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability only to the extent they are reasonably certain to be exercised, such as when necessary to satisfy obligations that existed at the execution of the lease or when the non-renewal would otherwise result in a significant economic penalty.

We have elected the practical expedient to omit leases with an initial term of 12 months or less (“short-term lease”) from recognition on the balance sheet. We recognize short-term lease payments on a straight-line basis over the lease term and variable payments under short-term leases in the period in which the obligation is incurred.

Certain of our leases contain non-lease components which are not separated from the lease components when calculating the right-of-use asset and lease liability per our use of the practical expedient to combine both components of an arrangement for all classes of leased assets.

Certain of our leases also contain variable payments, such as inflation, that are not included when calculating the right-of-use asset and lease liability unless the payments are in-substance fixed.

We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize lease expense for finance leases as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	759	$	439
Right-of-use assets—Financing	Property, plant and equipment, net	53		56
Total right-of-use assets		$	812	$	495
Current operating lease liabilities	Current operating lease liabilities	$	161	$	236
Current finance lease liabilities	Other current liabilities	2		1
Non-current operating lease liabilities	Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	Non-current finance lease liabilities	57		58
Total lease liabilities		$	817	$	484

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,
		2020		2019
Operating lease cost (a)	Operating costs and expenses (1)	$	432	$	612
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization expense	2		3
Interest on lease liabilities	Interest expense, net of capitalized interest	7		10
Total lease cost		$	441	$	625
(a) Included in operating lease cost:
Short-term lease costs		$	93	$	230
Variable lease costs paid to the lessor		16		7

(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.

During the year ended December 31, 2018, we recognized lease expense for all operating leases of $335 million.

Future annual minimum lease payments for operating and finance leases as of December 31, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)		Finance Leases
2021	$	197	$	10
2022	156		10
2023	121		10
2024	119		10
2025	96		10
Thereafter	252		127
Total lease payments	941		177
Less: Interest	(183)		(118)
Present value of lease liabilities	$	758	$	59

(1)    Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.

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, 2020		December 31, 2019
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.2	17.7	8.4	18.7
Weighted-average discount rate (1)	5.4%	16.2%	5.2%	16.2%

(1)The finance leases 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,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	309	$	389
Operating cash flows from finance leases	10		9
Right-of-use assets obtained in exchange for new operating lease liabilities	615		235

LNG Vessel Subcharters

From time to time, we sublease certain LNG vessels under charter to third parties while retaining our existing obligation to the original lessor. As of December 31, 2020 and 2019, we had zero and $9 million in future minimum sublease payments to be received from LNG vessel subcharters, respectively. The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions):

	Year Ended December 31,
	2020		2019
Fixed Income	$	68	$	122
Variable Income	27		22
Total sublease income	$	95	$	144

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Revenues from Contracts with Customers

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenues from Contracts with Customers

REVENUES FROM CONTRACTS WITH CUSTOMERS

The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
LNG revenues (1)	$	8,954	$	8,817	$	7,581
Regasification revenues	269		266		261
Other revenues	70		74		54
Total revenues from customers	9,293		9,157		7,896
Net derivative gain (loss) (2)	(30)		429		(9)
Other (3)	95		144		100
Total revenues	$	9,358	$	9,730	$	7,987

(1)    LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

(2)    See Note 7—Derivative Instruments for additional information about our derivatives.

(3)    Includes revenues from LNG vessel subcharters. See Note 12—Leases for additional information about our subleases.

LNG Revenues

We have entered into numerous SPAs with third party customers for the sale of LNG on a free on board (“FOB”) (delivered to the customer at either the Sabine Pass or Corpus Christi LNG terminal) or delivered at terminal (“DAT”) (delivered to the customer at their LNG receiving terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

We intend to primarily use LNG sourced from our Sabine Pass or Corpus Christi terminals to provide contracted volumes to our customers. However, we supplement this LNG with volumes procured from third parties. LNG revenues recognized from LNG that was procured from third parties was $414 million, $268 million and $745 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, either at the Sabine Pass or Corpus Christi LNG terminal or at the customer’s LNG receiving terminal, based on the terms of the contract, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the exception, variable consideration related to the sale of LNG is also not included in the transaction price.

When we sell LNG on a DAT basis, we consider all transportation costs, including vessel chartering, loading/unloading and canal fees, as fulfillment costs and not as separate services provided to the customer within the arrangement, regardless of

whether or not such activities occur prior to or after the customer obtains control of the LNG. We expense fulfillment costs as incurred unless otherwise dictated by GAAP.

Fees received pursuant to SPAs are recognized as LNG revenues only after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use.

Regasification Revenues

The Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d. Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term TUAs with unaffiliated third-party customers, under which they are required to pay fixed monthly fees regardless of their use of the LNG terminal. Each of the customers has reserved approximately 1 Bcf/d of regasification capacity. The customers are each obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually for 20 years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. The remaining capacity of the Sabine Pass LNG terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation.

Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs.

In 2012, SPL entered into a partial TUA assignment agreement with Total Gas & Power North America, Inc. (“Total”), whereby upon substantial completion of Train 5 of the SPL Project, SPL gained access to substantially all of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Train 6. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA and we continue to recognize the payments received from Total as revenue. During the years ended December 31, 2020, 2019 and 2018, SPL recorded $129 million, $104 million and $30 million, respectively, as operating and maintenance expense under this partial TUA assignment agreement.

Contract Assets and Liabilities

The following table shows our contract assets, net, which are classified as other non-current assets, net on our Consolidated Balance Sheets (in millions):

	December 31,
	2020		2019
Contract assets, net	$	80	$	18

Contract assets represent our right to consideration for transferring goods or services to the customer under the terms of a sales contract when the associated consideration is not yet due. Changes in contract assets during the year ended December 31, 2020 were primarily attributable to revenue recognized due to the delivery of LNG under certain SPAs for which the associated consideration was not yet due.

The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions):

	Year Ended December 31, 2020
Deferred revenues, beginning of period	$	161
Cash received but not yet recognized	138
Revenue recognized from prior period deferral	(161)
Deferred revenues, end of period	$	138

We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the years ended December 31, 2020 and 2019 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs.

Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2020 and 2019:

	December 31, 2020			December 31, 2019
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	$	102.3	10	$	106.4	11
Regasification revenues	2.1		5	2.4		5
Total revenues	$	104.4		$	108.8

(1)    The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

We have elected the following exemptions which omit certain potential future sources of revenue from the table above:

(1)We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.

(2)The table above excludes substantially all variable consideration under our SPAs and TUAs. We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Approximately 40% and 52% of our LNG revenues from contracts included in the table above during the years ended December 31, 2020 and 2019, respectively, were related to variable consideration received from customers. During each of the years ended December 31, 2020 and 2019, approximately 3% of our regasification revenues were related to variable consideration received from customers.

We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are considered completed contracts for revenue recognition purposes and are included in the transaction price above when the conditions are considered probable of being met.

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Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

Natural Gas Supply Agreements

SPL and CCL are party to natural gas supply agreements with related parties in the ordinary course of business, to obtain feed gas for the operation of the Liquefaction Projects.

SPL Natural Gas Supply Agreement

The term of the SPL agreement is for five years, which can commence no earlier than November 1, 2021 and no later than November 1, 2022, following the achievement of contractually-defined conditions precedent. As of December 31, 2020, the notional amount for this agreement was 91 TBtu and had a fair value of zero.

CCL Natural Gas Supply Agreement

The term of the CCL agreement extends through March 2022. Under this agreement, CCL recorded $13 million and $3 million in accrued liabilities, as of December 31, 2020 and 2019, respectively.

The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount):

	December 31,
	2020		2019
Derivative assets	$	3	$	3
Non-current derivative assets	1		2
Notional amount, net (in TBtu)	60		120

We recorded the following amounts on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 related to this agreement (in millions):

	Year Ended December 31,
	2020		2019		2018
Cost of sales (a)	$	114	$	85	$	—
(a) Included in costs of sales:
Liquefaction Supply Derivative loss	$	(1)	$	(1)	$	—

Natural Gas Transportation and Storage Agreements

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, with initial primary terms of up to 10 years with extension rights. We recorded operating and maintenance expense of $13 million in the year ended December 31, 2020 and accrued liabilities of $4 million as of December 31, 2020 with this related party.

Operation and Maintenance Service Agreements

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 $9 million, $12 million and $12 million in the years ended December 31, 2020, 2019 and 2018, respectively, of other revenues and $2 million and $3 million of accounts receivable as of December 31, 2020 and 2019, respectively, for services provided to Midship Pipeline under these agreements.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The jurisdictional components of income before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 are as follows (in millions): 

	Year Ended December 31,
	2020		2019		2018
U.S.	$	720	$	289	$	997
International	(176)		426		230
Total income before income taxes and non-controlling interest	$	544	$	715	$	1,227

Income tax provision (benefit) included in our reported net income consisted of the following (in millions): 

	Year Ended December 31,
	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State	—		—		2
Foreign	—		4		30
Total current	—		4		32
Deferred:
Federal	41		(475)		—
State	2		(46)		—
Foreign	—		—		(5)
Total deferred	43		(521)		(5)
Total income tax provision (benefit)	$	43	$	(517)	$	27

Our income tax rates do not bear a customary relationship to statutory income tax rates. A reconciliation of the federal statutory income tax rate of 21% to our effective income tax rate is as follows: 

	Year Ended December 31,
	2020		2019		2018
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
Non-controlling interest	(22.6)	%	(17.2)	%	(11.4)	%
State tax rate	—	%	(5.4)	%	(0.4)	%
Executive compensation	1.4	%	1.3	%	0.5	%
Nondeductible interest expense	8.0	%	5.0	%	2.6	%
Foreign earnings taxed in the U.S.	1.2	%	6.7	%	1.4	%
Foreign rate differential	(3.7)	%	(11.4)	%	(1.1)	%
Tax credits	(4.5)	%	(5.2)	%	(0.6)	%
Internal restructuring	7.0	%	—	%	—	%
Other	1.0	%	1.4	%	—	%
Valuation allowance	(0.9)	%	(68.5)	%	(9.8)	%
Effective tax rate	7.9	%	(72.3)	%	2.2	%

Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions): 

	December 31,
	2020		2019
Deferred tax assets
Net operating loss carryforwards and credits
Federal	$	3,084	$	2,860
Foreign	3		5
State	257		249
Federal and state tax credits	95		64
Disallowed business interest expense carryforward	—		154
Other	290		143
Less: valuation allowance	(190)		(196)
Total deferred tax assets	3,539		3,279
Deferred tax liabilities
Investment in partnerships	(765)		(554)
Property, plant and equipment	(2,089)		(2,110)
Other	(196)		(86)
Total deferred tax liabilities	(3,050)		(2,750)
Net deferred tax assets	$	489	$	529

Business interest expense carryforward

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (“the CARES Act”) was signed into law which provided numerous tax changes in response to the COVID-19 pandemic. In general, the CARES Act was favorable to us because it increased the interest deductibility limit from 30% to 50% of adjusted taxable income in 2019 and 2020.

On September 14, 2020, the U.S Department of Treasury issued final and proposed regulations providing guidance on the business interest expense limitation under Section 163(j) of the Internal Revenue Code. In general, the regulations were favorable to us because they allow depreciation capitalized to inventory to be added back to adjusted taxable income from 2018 through 2021, for purposes of computing the allowable interest expense deduction. As permitted under the regulations, we intend to adopt them retroactively beginning with the tax year ended December 31, 2018.

The favorable changes brought about by the CARES Act and the final and proposed interest expense regulations allow us to fully deduct our current year business interest expense and all of our previously disallowed business interest expense carryforward.

Internal Restructuring

On March 31, 2020 we executed an internal restructuring which simplified our legal entity structure, causing foreign income to flow directly to our U.S. tax return. As a result of the internal restructuring, a one-time $38 million deferred tax expense was recorded discretely during the first quarter of 2020.

Valuation Allowance

For the period ended December 31, 2020, we have provided a valuation allowance of approximately $190 million on certain state NOLs and federal capital loss carryforwards, for which we believe are more likely than not to expire before realization of the benefit. Our valuation allowance decreased by $6 million for the year ended December 31, 2020.

For the period ended December 31, 2019, we weighed all of the positive and negative evidence, and determined that sufficient positive evidence existed to support releasing the valuation allowance against substantially all of our federal deferred tax assets and a portion of our state deferred tax assets. The positive evidence supporting such conclusion included successful completion and subsequent operations of Trains 1 and 2 of the CCL Project and Train 5 of the SPL Project, transitioning from a

three-year cumulative loss position in 2018 to a three-year cumulative income position in 2019, commencing commercial delivery on 13 of our long-term customer SPAs and forecasts of sustained future profitability.

NOL and tax credit carryforwards

At December 31, 2020, we had federal and state NOL carryforwards of approximately $15.0 billion and $3.2 billion, respectively. Approximately $10.6 billion of these NOLs have an indefinite carryforward period. All other NOLs will expire between 2026 and 2040.

At December 31, 2020, we had federal and state tax credit carryforwards of $93 million and $2 million, respectively. The federal tax credit carryforwards include investment tax credit carryforwards of $52 million related to capital equipment placed in service at our Liquefaction Projects. We account for our federal investment tax credits under the flow-through method. The federal tax credit carryforwards also include $37 million of foreign tax credits related to tax years 2014 through 2020. The federal and state tax credit carryforwards will expire between 2024 and 2039.

We experienced an ownership change within the provisions of U.S. IRC Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing NOL carryforwards.

Income Tax Audits

We are subject to tax in the U.S. and various state and foreign jurisdictions and we remain subject to periodic audits and reviews by taxing authorities. Federal and state tax returns for the years after 2016 remain open for examination. Tax authorities may have the ability to review and adjust carryover attributes that were generated prior to these periods if utilized in an open tax year.

Unrecognized Tax Benefits

At December 31, 2020, we had unrecognized tax benefits of $62 million. If recognized, $53 million of unrecognized tax benefits would affect our effective tax rate in future periods. Currently, we do not recognize any accrued liabilities, interest and penalties associated with the unrecognized tax benefits provided in our Consolidated Statements of Operations or our Consolidated Balance Sheets because any settlement of uncertain tax positions would result in an adjustment to our NOL carryforward. We recognize interest and penalties related to income tax matters as part of income tax expense.

A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2020 and 2019, is as follows (in millions): 

	Year Ended December 31,
	2020		2019
Balance at beginning of the year	$	61	$	61
Additions based on tax positions related to current year	1		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		—
Settlements	—		—
U.S. tax reform rate change	—		—
Balance at end of the year	$	62	$	61

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Share-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

SHARE-BASED COMPENSATION

We have granted restricted stock shares, restricted stock units, performance stock units and phantom units to employees and non-employee directors under the 2011 Incentive Plan, as amended (the “2011 Plan”) and the 2020 Incentive Plan, which was approved by our shareholders in May 2020. The 2011 Plan and the 2020 Incentive Plan provide for the issuance of

35.0 million shares and 8.0 million shares, respectively, of our common stock that may be in the form of various share-based performance awards deemed by the Compensation Committee of our Board (the “Compensation Committee”).

Total share-based compensation consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Share-based compensation costs, pre-tax:
Equity awards	$	114	$	131	$	89
Liability awards	2		9		48
Total share-based compensation	116		140		137
Capitalized share-based compensation	(6)		(9)		(24)
Total share-based compensation expense	$	110	$	131	$	113
Tax benefit associated with share-based compensation expense	$	23	$	14	$	6

The total unrecognized compensation cost at December 31, 2020 relating to non-vested share-based compensation arrangements consisted of the following:

	Unrecognized Compensation Cost (in millions)		Recognized over a weighted average period (years)
Restricted Stock Share Awards	$	1	0.3
Restricted Stock Unit and Performance Stock Unit Awards	$	111	1.3
Phantom Units Awards	$	—	0.2

Restricted Stock Share Awards

Restricted stock share awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. These awards vest based on service conditions (one, two, three or four-year service periods) and performance conditions. All performance conditions of the awards have been achieved as of December 31, 2020.

The table below provides a summary of our restricted stock outstanding (in millions, except for per share information):

	Shares	Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2020	0.0	$	67.79
Granted	0.1	41.78
Vested	0.0	—
Forfeited	0.0	—
Non-vested at December 31, 2020	0.1	$	41.78

The fair value of restricted stock share awards vested for the years ended December 31, 2020, 2019 and 2018 were $3 million, $3 million and $53 million, respectively.

Restricted Stock Unit and Performance Stock Unit Awards

Restricted stock units are stock awards that vest over a service period of three years and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Performance stock units provide for cliff vesting after a period of three years with payouts based on metrics dependent upon market and performance achieved over the defined performance period compared to pre-established performance targets. The settlement amounts of the awards are based on market and performance metrics which include cumulative distributable cash flow per share, and in certain circumstances, absolute total shareholder return (“ATSR”) of our common stock. Where applicable, the compensation for performance stock units is based on fair value assigned to the market metric of ATSR using a Monte Carlo model upon grant, which remains constant through the vesting period, and a performance metric, which will vary due to changing estimates regarding the expected achievement of the performance metric of cumulative distributable cash flow per share. The number of shares that may be earned at the end of

the vesting period ranges from 0% up to 300% of the target award amount. Both restricted stock units and performance stock units will be settled in Cheniere common stock (on a one-for-one basis) and are classified as equity awards.

The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information):

	Units	Weighted Average Grant Date Fair Value Per Unit
Non-vested at January 1, 2020	4.4	$	61.68
Granted (1)	1.8	53.88
Vested	(2.3)	58.49
Forfeited	(0.2)	58.83
Non-vested at December 31, 2020 (2)	3.7	$	60.00

(1)     This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards.

(2)     This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved.

The table below provides a summary of restricted share unit and performance stock unit awards issued and fair value of units vested:

	Year Ended December 31,
	2020		2019		2018
Units issued (in millions)	1.8		1.9		2.6
Weighted average grant date fair value per unit	$	53.88	$	67.47	$	59.50
Fair value of units vested (in millions)	$	137	$	45	$	22

Phantom Units Awards

Phantom units are share-based awards granted to employees over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of our common stock upon each vesting. We did not issue any phantom units to our employees and non-employee directors during the years ended December 31, 2020, 2019 and 2018. Phantom units are not eligible to receive quarterly distributions. These awards vest based on service conditions (two, three or four-year service periods).

The table below provides a summary of our phantom units outstanding (in millions):

	Units
Non-vested at January 1, 2020	0.1
Granted	—
Vested	(0.1)
Forfeited	0.0
Non-vested at December 31, 2020	0.0

The value of phantom units vested during the years ended December 31, 2020, 2019 and 2018 was $4 million, $11 million and $91 million, respectively.

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Employee Benefit Plan	12 Months Ended
	Dec. 31, 2020
Retirement Benefits [Abstract]
Employee Benefit Plan	EMPLOYEE BENEFIT PLANWe have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75% of their compensation up to the IRS maximum. We match each employee’s deferrals (contributions) up to 6% of compensation and may make additional contributions at our discretion. Employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $15 million for each of the years ended December 31, 2020 and 2019 and $9 million for the year ended December 31, 2018. We have made no discretionary contributions to the 401(k) Plan to date.

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Net Income (Loss) Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Income (Loss) Per Share Attributable to Common Stockholders

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2020, 2019 and 2018 (in millions, except per share data):

	Year Ended December 31,
	2020		2019		2018
Weighted average common shares outstanding:
Basic	252.4		256.2		245.6
Dilutive unvested stock	—		1.9		2.4
Diluted	252.4		258.1		248.0
Basic net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.53	$	1.92
Diluted net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.51	$	1.90

Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions):

	Year Ended December 31,
	2020	2019	2018
Unvested stock (1)	3.4	2.3	0.8
Convertible notes
2021 Cheniere Convertible Unsecured Notes (2)	—	13.7	13.0
2025 CCH HoldCo II Convertible Senior Notes (3)	—	25.5	—
2045 Cheniere Convertible Senior Notes	4.5	4.5	4.5
Total potentially dilutive common shares	7.9	46.0	18.3

(1)Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates.

(2)Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the year ended December 31, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the year ended December 31, 2020.

(3)Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 11—Debt, the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the year ended December 31, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net income per share for the year ended December 31, 2018, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of December 31, 2018.

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Share Repurchase Program

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Share Repurchase Program

SHARE REPURCHASE PROGRAM

On June 3, 2019, we announced that our Board of Directors (“Board”) authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

As of December 31, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors.  The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

We have various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2020, are not recognized as liabilities but require disclosures in our Consolidated Financial Statements.

LNG Terminal Commitments and Contingencies

Obligations under EPC Contracts

SPL has a lump sum turnkey contract with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Train 6 of the SPL Project. The EPC contract price for Train 6 of the SPL Project is approximately $2.5 billion, reflecting amounts incurred under change orders through December 31, 2020, and including estimated costs for the third marine berth that is currently under construction. As of December 31, 2020, we have incurred $1.9 billion under this contract.

CCL has a lump sum turnkey contract with Bechtel for the engineering, procurement and construction of Train 3 of the CCL Project. The EPC contract price for Train 3 of the CCL Project is approximately $2.4 billion, reflecting amounts incurred under change orders through December 31, 2020. As of December 31, 2020, we have incurred $2.4 billion under this contract.

SPL and CCL have the right to terminate its respective EPC contracts for its convenience, in which case Bechtel will be paid (1) the portion of the contract price for the work performed, (2) costs reasonably incurred by Bechtel on account of such termination and demobilization and (3) a lump sum of up to $30 million depending on the termination date.

Obligations under SPAs

SPL and CCL have third-party SPAs which obligate SPL and CCL, respectively, to purchase and liquefy sufficient quantities of natural gas to deliver contracted volumes of LNG to the customers’ vessels, subject to completion of construction of applicable specified Trains of the SPL Project or the CCL Project. In addition, our integrated marketing function has third-party SPAs which obligate us to deliver contracted volumes of LNG to the customers’ vessels or to the customers at their LNG receiving terminals.

Obligations under LNG TUAs

SPLNG has third-party TUAs with Total and Chevron U.S.A. Inc. to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal.

Obligations under Natural Gas Supply, Transportation and Storage Service Agreements

SPL, CCL and CCL Stage III have physical natural gas supply contracts to secure natural gas feedstock for the SPL Project, the CCL Project and potential future development of Corpus Christi Stage 3, respectively. The remaining terms of these contracts range up to 15 years, some of which commence upon the satisfaction of certain events or states of affairs. As of December 31, 2020, SPL, CCL and CCL Stage III have secured up to approximately 4,950 TBtu, 2,938 TBtu and 2,361 TBtu, respectively, of natural gas feedstock through natural gas supply contracts, a portion of which are considered purchase obligations if the certain events or states of affairs are satisfied.

Additionally, SPL and CCL have natural gas transportation and storage service agreements for the SPL Project and the CCL Project, respectively. The initial terms of the natural gas transportation agreements range up to 20 years for the SPL Project and the CCL Project, with renewal options for certain contracts, and commence upon the occurrence of conditions precedent. The initial term of the natural gas storage service agreements for the SPL Project ranges up to 10 years and the initial term of the natural gas storage service agreements for the CCL Project ranges up to 5 years.

As of December 31, 2020, the obligations of SPL, CCL and CCL Stage III under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions):

Years Ending December 31,	Payments Due (1)
2021	$	4,477
2022	2,567
2023	1,861
2024	1,367
2025	1,140
Thereafter	4,005
Total	$	15,417

(1)Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread. Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services.

Restricted Net Assets

At December 31, 2020, our restricted net assets of consolidated subsidiaries were approximately $3.0 billion.

Other Commitments

In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position.

Environmental and Regulatory Matters

Our LNG terminals and pipelines are subject to extensive regulation under federal, state and local statutes, rules, regulations and laws. These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintain applicable permits and other authorizations. Failure to comply with such laws could result in legal proceedings, which may include substantial penalties. We believe that, based on currently known information, compliance with these laws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows.

Legal Proceedings

We are, and may in the future be, involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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Customer Concentration

12 Months Ended

Dec. 31, 2020

Risks and Uncertainties [Abstract]

Customer Concentration

CUSTOMER CONCENTRATION

The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable, net and contract assets, net balances of 10% or greater of total accounts receivable, net and contract assets, net from external customers:

	Percentage of Total Revenues from External Customers			Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers
	Year Ended December 31,			December 31,
	2020	2019	2018	2020	2019
Customer A	14%	16%	18%	14%	13%
Customer B	12%	10%	14%	12%	*
Customer C	10%	11%	19%	*	13%
Customer D	10%	11%	13%	*	*

* Less than 10%

The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States.

	Revenues from External Customers
	Year Ended December 31,
	2020		2019		2018
Ireland	$	1,130	$	989	$	1,098
Spain	1,034		598		—
India	1,021		1,160		1,048
South Korea	942		1,207		1,517
United States	687		2,807		1,911
United Kingdom	678		559		155
Singapore	646		533		417
Other countries	3,220		1,877		1,841
Total	$	9,358	$	9,730	$	7,987

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2020

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

SUPPLEMENTAL CASH FLOW INFORMATION

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest on debt, net of amounts capitalized	$	1,395	$	1,126	$	707
Cash paid for income taxes	2		24		14
Non-cash investing and financing activities:
Acquisition of non-controlling interest in Cheniere Holdings	—		—		702
Acquisition of assets under capital lease (1)	—		—		60

(1)    See Note 12—Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842.

The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $282 million, $473 million and $420 million as of December 31, 2020, 2019 and 2018, respectively.

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Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTSIn February 2021, SPL entered into a note purchase agreement for the sale of approximately $147 million aggregate principal amount of 2.95% Senior Secured Notes due 2037 (the “2.95% SPL 2037 Senior Secured Notes”) on a private placement basis. The 2.95% SPL 2037 Senior Secured Notes are expected to be issued in December 2021, and the net proceeds are expected to be used to refinance a portion of SPL’s outstanding Senior Secured Notes due 2022. The 2.95% SPL 2037 Senior Secured Notes will be fully amortizing, with a weighted average life of over 10 years.

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Summarized Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Summarized Quarterly Financial Data (unaudited)

Summarized Quarterly Financial Data—(in millions, except per share amounts)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2020:
Revenues	$	2,709	$	2,402	$	1,460	$	2,787
Income from operations	1,346		937		72		276
Net income (loss)	603		404		(508)		2
Net income (loss) attributable to common stockholders	375		197		(463)		(194)
Net income (loss) per share attributable to common stockholders—basic (1)	1.48		0.78		(1.84)		(0.77)
Net income (loss) per share attributable to common stockholders—diluted (1)	1.43		0.78		(1.84)		(0.77)
Year Ended December 31, 2019:
Revenues	$	2,261	$	2,292	$	2,170	$	3,007
Income from operations	606		432		307		1,016
Net income (loss)	337		2		(260)		1,153
Net income (loss) attributable to common stockholders	141		(114)		(318)		939
Net income (loss) per share attributable to common stockholders—basic (1)	0.55		(0.44)		(1.25)		3.70
Net income (loss) per share attributable to common stockholders—diluted (1)	0.54		(0.44)		(1.25)		3.34

(1)The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.

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Schedule I - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2020

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,
	2020		2019		2018
General and administrative expense	$	20	$	17	$	8
Other income (expense)
Interest expense, net of capitalized interest	(155)		(141)		(128)
Interest income	—		1		—
Loss on modification or extinguishment of debt	(50)		—		—
Equity in income of subsidiaries	77		490		607
Total other income (expense)	(128)		350		479
Income (loss) before income taxes	(148)		333		471
Income tax benefit	63		315		—
Net income (loss) attributable to common stockholders	$	(85)	$	648	$	471

The accompanying notes are an integral part of these condensed financial statements.

CHENIERE ENERGY, INC.

CONDENSED BALANCE SHEETS

(in millions) 

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Other current assets	1		1
Total current assets	2		56
Property, plant and equipment, net	30		17
Operating lease assets, net	22		24
Debt issuance and deferred financing costs, net	15		16
Investments in subsidiaries	2,324		1,139
Deferred tax assets, net	381		315
Total assets	$	2,774	$	1,567
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current operating lease liabilities	$	5	$	5
Current debt	103		—
Other current liabilities	37		9
Total current liabilities	145		14
Long-term debt, net	2,790		1,534
Non-current operating lease liabilities	30		33
Stockholders’ deficit	(191)		(14)
Total liabilities and stockholders’ deficit	$	2,774	$	1,567

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,
	2020		2019		2018
Net cash provided by operating activities	$	(285)	$	74	$	48
Cash flows from investing activities
Property, plant and equipment, net	(13)		(2)		—
Distribution from (investment in) subsidiaries	(481)		842		568
Net cash provided by investing activities	(494)		840		568
Cash flows from financing activities
Proceeds from issuance of debt	4,778		—		—
Repayments of debt	(3,143)		—		—
Debt issuance and deferred financing costs	(57)		—		(13)
Debt modification or extinguishment costs	(29)		—		—
Distribution and dividends to non-controlling interest	(626)		(591)		(576)
Payments related to tax withholdings for share-based compensation	(43)		(19)		(20)
Repurchase of common stock	(155)		(249)		—
Other	—		—		(7)
Net cash used in financing activities	725		(859)		(616)
Net increase in cash, cash equivalents and restricted cash	(54)		55		—
Cash, cash equivalents and restricted cash—beginning of period	55		—		—
Cash, cash equivalents and restricted cash—end of period	$	1	$	55	$	—

Balances per Condensed Balance Sheets:

	December 31,
	2020		2019
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Total cash, cash equivalents and restricted cash	$	1	$	55

The accompanying notes are an integral part of these condensed financial statements.

CHENIERE ENERGY, INC.

NOTES TO 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 August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

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 debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available.

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

NOTE 2—DEBT

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	$	3,145	$	1,903
Unamortized premium, discount and debt issuance costs, net	(355)		(369)
Total long-term debt, net	2,790		1,534
Current debt:
Current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		$	—
Unamortized premium, discount and debt issuance costs, net	(1)		$	—
Total current debt	103		—
Total debt, net	$	2,893	$	1,534

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2020 (in millions): 

Years Ending December 31,	Principal Payments
2021	$	476
2022	—
2023	148
2024	—
2025	—
Thereafter	2,625
Total	$	3,249

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

Issuances and Repayments

The following table shows the issuances and repayments of debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
2028 Cheniere Senior Secured Notes (1)	$	2,000
Cheniere Term Loan Facility	2,323
Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	4,778
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
2021 Cheniere Convertible Unsecured Notes (1)	$	(844)
Cheniere Term Loan Facility (1)	(2,175)
Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(3,474)

(1)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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, 2020, outstanding guarantees and other assurances aggregated approximately $542 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2020.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	22	$	24
Total right-of-use assets		$	22	$	24
Current operating lease liabilities	Current operating lease liabilities	$	5	$	5
Non-current operating lease liabilities	Non-current operating lease liabilities	30		33
Total lease liabilities		$	35	$	38

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

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	2020		2019
Operating lease cost (1)	General and administrative expense	$	10	$	9

(1)    Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively.

Future annual minimum lease payments for operating leases as of December 31, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)
2021	$	7
2022	8
2023	8
2024	7
2025	6
Thereafter	7
Total lease payments	43
Less: Interest	(8)
Present value of lease liabilities	$	35

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

	December 31,
	2020	2019
Weighted-average remaining lease term (in years)	5.7	6.6
Weighted-average discount rate	6.6%	5.5%

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

	Year Ended December 31,
	2020		2019
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		1

NOTE 5—SHARE REPURCHASE PROGRAM

On June 3, 2019, we announced that our Board authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

As of December 31, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors.  The share repurchase program

CHENIERE ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED

does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

NOTE 6 —SUPPLEMENTAL CASH FLOW INFORMATION

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest, net of amounts capitalized	$	45	$	36	$	32
Non-cash investing and financing activities:
Non-cash capital distribution (1)	79		490		607
Additional interest in Cheniere Holdings acquired	—		—		702

(1)Amounts represent equity income of affiliates.

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2020

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions		Balance at end of period
Year Ended December 31, 2020
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	—	$	7	$	—	$	—	$	7
Deferred tax asset valuation allowance	196		(6)		—		—		190
Year Ended December 31, 2019
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	30	$	16	$	—	$	(46)	$	—
Deferred tax asset valuation allowance	686		(490)		—		—		196
Year Ended December 31, 2018
Allowance for credit losses or doubtful accounts on receivables and contract assets	$	30	$	—	$	—	$	—	$	30
Deferred tax asset valuation allowance	806		(120)		—		—		686

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation, Policy

Basis of Presentation

Our Consolidated Financial Statements have been prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Partners and its wholly owned subsidiaries. For those consolidated subsidiaries in which our ownership is less than 100%, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on our Consolidated Statement of Operations. All intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting, with our share of earnings or losses reported in other income (expense) on our Consolidated Statement of Operations. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for our proportionate share of earnings, losses and distributions. Investments accounted for using the equity method of accounting are reported as a component of other noncurrent assets.

We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”).  Generally, a VIE is an entity that

does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We plan to adopt this guidance on January 1, 2022 and are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

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 debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available.

Use of Estimates, Policy

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to fair value measurements, revenue recognition, property, plant and equipment, derivative instruments, leases, goodwill, asset retirement obligations (“AROs”), share-based compensation and income taxes including valuation allowances for deferred tax assets, as further discussed under the respective sections within this note. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Fair Value Measurements, Policy

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs that are directly or indirectly observable for the asset or liability, other than quoted prices included within Level 1. Hierarchy Level 3 inputs are inputs that are not observable in the market.

In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates.

Recurring fair-value measurements are performed for derivative instruments as disclosed in Note 7—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Non-financial assets and liabilities initially measured at fair value include intangible assets, goodwill and AROs.

Revenue Recognition, Policy

Revenue Recognition

We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function that are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues.

Cash and Cash Equivalents, Policy

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash, Policy

Restricted Cash

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets.

Accounts and Notes Receivables, Policy

Accounts and Notes Receivable

Accounts and notes receivable are reported net of any current expected credit losses. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Current expected credit losses consider the risk of loss based on past events, current conditions and reasonable and supportable forecasts. A counterparty’s ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness, contract terms, payment status, and other risks or available financial assurances. Adjustments to current expected credit losses are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. As of December 31, 2020 and 2019, we had current expected credit losses on our accounts and notes receivable of $5 million and zero, respectively.

Inventory, Policy

Inventory

LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued.

Accounting for LNG Activities, Policy

Accounting for LNG Activities

Generally, we begin capitalizing the costs of our LNG terminals once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with preliminary front-end engineering and design work, costs of securing necessary regulatory approvals and other preliminary investigation and development activities related to our LNG terminals.

Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land acquisition costs, detailed engineering design work and certain permits that are capitalized as other non-current assets. The

costs of lease options are amortized over the life of the lease once obtained. If no land or lease is obtained, the costs are expensed.

Property, Plant and Equipment, Policy

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in impairment expense and loss (gain) on disposal of assets.

Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

We did not record any impairments related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018.

Interest Capitalization, Policy

Interest Capitalization

We capitalize interest costs during the construction period of our LNG terminals and related assets as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset.

Regulated Natural Gas Pipelines, Policy

Regulated Natural Gas Pipelines

The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. 

Items that may influence our assessment are:

•inability to recover cost increases due to rate caps and rate case moratoriums;  

•inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings;  

•excess capacity;  

•increased competition and discounting in the markets we serve; and  

•impacts of ongoing regulatory initiatives in the natural gas industry.

Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service.

Derivative Instruments, Policy

Derivative Instruments

We use derivative instruments to hedge our exposure to cash flow variability from interest rate, commodity price and foreign currency exchange (“FX”) rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for, and we elect, the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis.

Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria. We did not have any derivative instruments designated as cash flow or fair value hedges during the years ended December 31, 2020, 2019 and 2018. See Note 7—Derivative Instruments for additional details about our derivative instruments.

Leases, Policy

Leases

We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and subsequent amendments thereto (“ASC 842”) on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard resulted in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

We determine if an arrangement is, or contains, a lease at inception of the arrangement. When we determine the arrangement is, or contains, a lease, we classify the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on our Consolidated Balance Sheets by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Operating and finance lease right-of-use assets and liabilities are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate in the lease if readily determinable. In the absence of a readily determinable implicitly interest rate, we discount our expected future lease payments using our relevant subsidiary’s incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability, only to the extent they are reasonably certain to be exercised. We have elected practical expedients to (1) omit leases with an initial term of 12 months or less from recognition on our balance sheet and (2) to combine both the lease and non-lease components of an arrangement in calculating the right-of-use asset and lease liability for all classes of leased assets.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term.

Operating leases are included in operating lease assets, net, current operating lease liabilities and non-current operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net, other current liabilities and non-current finance lease liabilities on our Consolidated Balance Sheets. See Note 12—Leases for additional details about our leases.

Concentration of Credit Risk, Policy

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date.

The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within other current assets. Our interest rate and FX derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments.

SPL has entered into fixed price long-term SPAs generally with terms of 20 years with eight third parties, CCL has entered into fixed price long-term SPAs generally with terms of 20 years with nine third parties and our integrated marketing function has entered into a limited number of long-term SPAs with third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 21—Customer Concentration for additional details about our customer concentration.

SPLNG has entered into two long-term TUAs with third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of A.

Goodwill, Policy

Goodwill

Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired.  Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired.  Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value.  We test goodwill for impairment by either performing a qualitative assessment or a quantitative test.  The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.  We may elect not to perform the qualitative assessment and instead perform a quantitative impairment test.  Significant judgment is required in estimating the fair value of the reporting unit and performing quantitative goodwill impairment tests.

We completed our annual assessment of goodwill impairment as of October 1st by performing a qualitative assessment; the tests indicated it is more likely than not that there was no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events.

Debt, Policy

Debt

Our debt consists of current and long-term secured and unsecured debt securities, convertible debt securities and credit facilities with banks and other lenders.  Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors.

Debt is recorded on our Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. If debt issuance costs are incurred in connection with a line of credit

arrangement or on undrawn funds, they are presented as an asset on our Consolidated Balance Sheets. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment or modification of debt are recorded in gain (loss) on modification or extinguishment of debt on our Consolidated Statements of Operations.

Asset Retirement Obligations, Policy

Asset Retirement Obligations

We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset.

We have not recorded an ARO associated with the Sabine Pass LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial.

We have not recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly.

Share-based Compensation, Policy

Share-based Compensation

We have awarded share-based compensation in the form of stock, restricted stock, restricted stock units, performance stock units and phantom units that are more fully described in Note 16—Share-based Compensation. We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value and not subsequently remeasured unless modified. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation costs are remeasured at fair value through settlement or maturity. We account for forfeitures as they occur.

Non-controlling Interests, Policy

Non-controlling Interests

When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are generally recognized within equity. See Note 9—Non-controlling Interest and Variable Interest Entities for additional details about our non-controlling interest.

Income Taxes, Policy

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in our Consolidated Financial

Statements. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes.

A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable.

We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

Net Income (Loss) Per Share, Policy

Net Income (Loss) Per Share

Basic net income (loss) per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. The dilutive effect of unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the treasury or if-converted method.

Business Segment, Policy

Business Segment

We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers.

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Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2020

Restricted Cash [Abstract]

Schedule of Restricted Cash

As of December 31, 2020 and 2019, restricted cash consisted of the following (in millions):

	December 31,
	2020		2019
Current restricted cash
SPL Project	$	97	$	181
CCL Project	70		80
Cash held by our subsidiaries that is restricted to Cheniere	282		259
Total current restricted cash	$	449	$	520

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Accounts and Other Receivables (Tables)

12 Months Ended

Dec. 31, 2020

Receivables [Abstract]

Schedule of Accounts and Other Receivables

As of December 31, 2020 and 2019, accounts and other receivables, net consisted of the following (in millions):

	December 31,
	2020		2019
Trade receivables
SPL and CCL	$	482	$	328
Cheniere Marketing	113		113
Other accounts receivable	52		50
Total accounts and other receivables, net	$	647	$	491

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Inventory (Tables)

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory

As of December 31, 2020 and 2019, inventory consisted of the following (in millions):

	December 31,
	2020		2019
Natural gas	$	26	$	16
LNG	27		67
LNG in-transit	88		93
Materials and other	151		136
Total inventory	$	292	$	312

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

As of December 31, 2020 and 2019, property, plant and equipment, net consisted of the following (in millions):

	December 31,
	2020		2019
LNG terminal costs
LNG terminal and interconnecting pipeline facilities	$	27,475	$	27,305
LNG site and related costs	324		322
LNG terminal construction-in-process	5,378		3,903
Accumulated depreciation	(2,935)		(2,049)
Total LNG terminal costs, net	30,242		29,481
Fixed assets and other
Computer and office equipment	25		23
Furniture and fixtures	19		22
Computer software	117		110
Leasehold improvements	45		42
Land	59		59
Other	25		21
Accumulated depreciation	(164)		(141)
Total fixed assets and other, net	126		136
Assets under finance lease
Tug vessels	60		60
Accumulated depreciation	(7)		(4)
Total assets under finance lease, net	53		56
Property, plant and equipment, net	$	30,421	$	29,673

Schedule of Depreciation and Offsets to LNG Terminal Costs

The following table shows depreciation expense and offsets to LNG terminal costs during the years ended December 31, 2020 and 2019 (in millions):

	Year Ended December 31,
	2020		2019		2018
Depreciation expense	$	926	$	788	$	445
Offsets to LNG terminal costs (1)	19		301		140

(1)    We realize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Projects during the testing phase for its construction.

Property Plant and Equipment Estimated Useful Lives Table

The identifiable components of our LNG terminals have depreciable lives between 7 and 50 years, as follows:

Components	Useful life (yrs)
LNG storage tanks	50
Natural gas pipeline facilities	40
Marine berth, electrical, facility and roads	35
Water pipelines	30
Regasification processing equipment	30
Sendout pumps	20
Liquefaction processing equipment	7-50
Other	10-30

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Fair Value of Derivative Assets and Liabilities

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2020 and 2019, which are classified as derivative assets, non-current derivative assets, derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions):

	Fair Value Measurements as of
	December 31, 2020								December 31, 2019
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
CCH Interest Rate Derivatives liability	$	—	$	(140)	$	—	$	(140)	$	—	$	(81)	$	—	$	(81)
CCH Interest Rate Forward Start Derivatives liability	—		—		—		—		—		(8)		—		(8)
Liquefaction Supply Derivatives asset (liability)	5		(6)		241		240		5		6		138		149
LNG Trading Derivatives asset (liability)	(3)		(131)		—		(134)		—		165		—		165
FX Derivatives asset (liability)	—		(22)		—		(22)		—		4		—		4

Fair Value Measurement Inputs and Valuation Techniques

The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2020:

	Net Fair Value Asset (in millions)	Valuation Approach	Significant Unobservable Input	Range of Significant Unobservable Inputs / Weighted Average (1)
Physical Liquefaction Supply Derivatives	$241	Market approach incorporating present value techniques	Henry Hub basis spread	$(0.532) - $0.092 / $(0.030)
		Option pricing model	International LNG pricing spread, relative to Henry Hub (2)	117% - 480% / 155%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)Spread contemplates U.S. dollar-denominated pricing.

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
Balance, beginning of period	$	138	$	(29)	$	43
Realized and mark-to-market gains (losses):
Included in cost of sales	156		(77)		(13)
Purchases and settlements:
Purchases	5		199		(31)
Settlements	(65)		44		(29)
Transfers into Level 3, net (1)	7		1		1
Balance, end of period	$	241	$	138	$	(29)
Change in unrealized gain (loss) relating to instruments still held at end of period	$	156	$	(77)	$	(13)

(1)Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements.

Fair Value of Derivative Instruments by Balance Sheet Location

The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions):

	December 31, 2020
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	27	$	—	$	5	$	32
Non-current derivative assets	—		—		376		—		—		376
Total derivative assets	—		—		403		—		5		408
Derivative liabilities	(100)		—		(54)		(134)		(25)		(313)
Non-current derivative liabilities	(40)		—		(109)		—		(2)		(151)
Total derivative liabilities	(140)		—		(163)		(134)		(27)		(464)
Derivative asset (liability), net	$	(140)	$	—	$	240	$	(134)	$	(22)	$	(56)
	December 31, 2019
	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives (1)		LNG Trading Derivatives (2)		FX Derivatives		Total
Consolidated Balance Sheets Location
Derivative assets	$	—	$	—	$	93	$	225	$	5	$	323
Non-current derivative assets	—		—		174		—		—		174
Total derivative assets	—		—		267		225		5		497
Derivative liabilities	(32)		(8)		(16)		(60)		(1)		(117)
Non-current derivative liabilities	(49)		—		(102)		—		—		(151)
Total derivative liabilities	(81)		(8)		(118)		(60)		(1)		(268)
Derivative asset (liability), net	$	(81)	$	(8)	$	149	$	165	$	4	$	229

(1)    Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

(2)    Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

Derivative Net Presentation on Consolidated Balance Sheets

The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions):

	CCH Interest Rate Derivatives		CCH Interest Rate Forward Start Derivatives		Liquefaction Supply Derivatives		LNG Trading Derivatives		FX Derivatives
As of December 31, 2020
Gross assets	$	—	$	—	$	452	$	—	$	6
Offsetting amounts	—		—		(49)		—		(1)
Net assets	$	—	$	—	$	403	$	—	$	5
Gross liabilities	$	(140)	$	—	$	(184)	$	(163)	$	(62)
Offsetting amounts	—		—		21		29		35
Net liabilities	$	(140)	$	—	$	(163)	$	(134)	$	(27)
As of December 31, 2019
Gross assets	$	—	$	—	$	281	$	229	$	9
Offsetting amounts	—		—		(14)		(4)		(4)
Net assets	$	—	$	—	$	267	$	225	$	5
Gross liabilities	$	(81)	$	(8)	$	(126)	$	(60)	$	(6)
Offsetting amounts	—		—		8		—		5
Net liabilities	$	(81)	$	(8)	$	(118)	$	(60)	$	(1)

Interest Rate Derivatives [Member]

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions

As of December 31, 2020, we had the following Interest Rate Derivatives outstanding:

	Notional Amounts
	December 31, 2020	December 31, 2019	Maturity Date	Weighted Average Fixed Interest Rate Paid	Variable Interest Rate Received
CCH Interest Rate Derivatives	$4.6 billion	$4.5 billion	May 31, 2022	2.30%	One-month LIBOR

Derivative Instruments, Gain (Loss)

The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
CCH Interest Rate Derivatives gain (loss)	$	(138)	$	(101)	$	43
CCH Interest Rate Forward Start Derivatives loss	(95)		(33)		—
CQP Interest Rate Derivatives gain	—		—		14

Commodity Derivatives [Member]

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table shows the notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”):

	December 31, 2020		December 31, 2019
	Liquefaction Supply Derivatives	LNG Trading Derivatives	Liquefaction Supply Derivatives	LNG Trading Derivatives
Notional amount, net (in TBtu) (1)	10,483	20	9,177	4

(1)    Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

Derivative Instruments, Gain (Loss)

The following table shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Consolidated Statements of Operations Location (1)	Year Ended December 31,
		2020		2019		2018
LNG Trading Derivatives gain (loss)	LNG revenues	$	(26)	$	402	$	(25)
LNG Trading Derivatives loss	Cost of sales	(42)		(89)		—
Liquefaction Supply Derivatives gain (loss) (2)	LNG revenues	(1)		2		(1)
Liquefaction Supply Derivatives gain (loss) (2)	Cost of sales	94		194		(100)

(1)    Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

(2)    Does not include the realized value associated with derivative instruments that settle through physical delivery.

FX Derivatives [Member]

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivative Instruments, Gain (Loss)

The following table shows the changes in the fair value, settlements and location of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions):

		Year Ended December 31,
	Consolidated Statements of Operations Location	2020		2019		2018
FX Derivatives gain (loss)	LNG revenues	$	(3)	$	25	$	18

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Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2020

Other Assets, Noncurrent [Abstract]

Schedule of Other Non-Current Assets

As of December 31, 2020 and 2019, other non-current assets, net consisted of the following (in millions):

	December 31,
	2020		2019
Advances made to municipalities for water system enhancements	$	84	$	87
Advances and other asset conveyances to third parties to support LNG terminals	60		55
Advances made under EPC and non-EPC contracts	9		29
Equity method investments	81		108
Debt issuance costs and debt discount, net	42		45
Tax-related payments and receivables	20		20
Contract assets, net	80		18
Other	30		26
Total other non-current assets, net	$	406	$	388

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Non-Controlling Interest and Variable Interest Entity (Tables)

12 Months Ended

Dec. 31, 2020

Cheniere Partners [Member]

Noncontrolling Interest and Variable Interest Entity [Line Items]

Condensed Balance Sheet of Cheniere Partners

The following table presents the summarized assets and liabilities (in millions) of Cheniere Partners, our consolidated VIE, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of Cheniere Partners. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third-party assets and liabilities of Cheniere Partners only and exclude intercompany balances that eliminate in consolidation.

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	1,210	$	1,781
Restricted cash	97		181
Accounts and other receivables, net	318		297
Other current assets	182		184
Total current assets	1,807		2,443
Property, plant and equipment, net	16,723		16,368
Other non-current assets, net	287		309
Total assets	$	18,817	$	19,120
LIABILITIES
Current liabilities
Accrued liabilities	$	658	$	709
Other current liabilities	171		210
Total current liabilities	829		919
Long-term debt, net	17,580		17,579
Other non-current liabilities	126		104
Total liabilities	$	18,535	$	18,602

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

As of December 31, 2020 and 2019, accrued liabilities consisted of the following (in millions): 

	December 31,
	2020		2019
Interest costs and related debt fees	$	245	$	293
Accrued natural gas purchases	576		460
LNG terminals and related pipeline costs	147		327
Compensation and benefits	123		115
Accrued LNG inventory	4		6
Other accrued liabilities	80		80
Total accrued liabilities	$	1,175	$	1,281

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Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of Debt Instruments

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”)	$	13,650	$	13,650
Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”)	4,100		4,100
CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility	10,217		10,235
CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	—		1,578
Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	3,145		1,903
Unamortized premium, discount and debt issuance costs, net	(641)		(692)
Total long-term debt, net	30,471		30,774
Current debt:
SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		—
CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility	271		—
Cheniere Marketing — trade finance facilities	—		—
Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		—
Unamortized premium, discount and debt issuance costs, net	(3)		—
Total current debt	372		—
Total debt, net	$	30,843	$	30,774

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions):

Years Ending December 31,	Principal Payments
2021	$	747
2022	1,089
2023	1,749
2024	5,556
2025	5,023
Thereafter	17,323
Total	$	31,487

Schedule of Debt Issuances and Repayments

The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)	$	2,000
CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2)	769
Cheniere — 2028 Cheniere Senior Secured Notes (3)	2,000
Cheniere — Cheniere Term Loan Facility	2,323
Cheniere — Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	7,547
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1)	$	(2,000)
CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3)	(1,578)
CCH — CCH Credit Facility (2)	(656)
Cheniere — 2021 Cheniere Convertible Unsecured Notes (3)	(844)
Cheniere — Cheniere Term Loan Facility (3)	(2,175)
Cheniere — Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(7,708)

(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

(2)Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs.

(3)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

Schedule of Line of Credit Facilities and Delayed Draw Term Loan

Below is a summary of our credit facilities and delayed draw term loan outstanding as of December 31, 2020 (in millions):

	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities		CCH Credit Facility (2)		CCH Working Capital Facility		Cheniere Revolving Credit Facility		Cheniere Term Loan Facility (3)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750	$	2,620
Incremental commitments	—		—		1,566		850		500		75
Less:
Outstanding balance	—		—		2,627		140		—		148
Commitments prepaid or terminated	—		750		7,343		—		—		2,175
Letters of credit issued	413		—		—		293		124		—
Available commitment	$	787	$	750	$	—	$	767	$	1,126	$	372
Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%		LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%		(4)
Weighted average interest rate of outstanding balance	n/a		n/a		1.90%		1.40%		n/a		2.15%
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022		June 18, 2023

(1)The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

(2)We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the year ended December 31, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes.

(3)Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

(4)LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity.

Schedule of Convertible Debt

Below is a summary of our convertible notes outstanding as of December 31, 2020 (in millions):

	2021 Cheniere Convertible Unsecured Notes (1)			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	625
Add: interest paid-in-kind	320			—
Less: aggregate principal redeemed	(844)			—
Aggregate remaining principal	$	476		$	625
Debt component, net of discount and debt issuance costs	$	470		$	317
Equity component	$	201		$	194
Interest payment method	Paid-in-kind			Cash
Conversion by us (2)	—			(3)
Conversion by holders (2)	(4)			(5)
Conversion basis	Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	—		$	—
Maturity date	May 28, 2021			March 15, 2045
Contractual interest rate	4.875		%	4.25		%
Effective interest rate (6)	8.1		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (7)	0.4 years			24.2 years

(1)$372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

(2)Conversion is subject to various limitations and conditions.

(3)Redeemable at any time at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.

(4)Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date.

(5)Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes, which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events).

(6)Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.

(7)We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity.

Schedule of Interest Expense

Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Interest cost on convertible notes:
Interest per contractual rate	$	152	$	256	$	237
Amortization of debt discount	45		40		35
Amortization of debt issuance costs	8		12		9
Total interest cost related to convertible notes	205		308		281
Interest cost on debt and finance leases excluding convertible notes	1,568		1,538		1,397
Total interest cost	1,773		1,846		1,678
Capitalized interest	(248)		(414)		(803)
Total interest expense, net of capitalized interest	$	1,525	$	1,432	$	875

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table shows the carrying amount and estimated fair value of our debt (in millions):

	December 31, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,700	$	27,897	$	22,700	$	24,650
Senior notes — Level 3 (2)	2,771		3,423		2,002		2,259
Credit facilities (3)	2,915		2,915		3,283		3,283
2021 Cheniere Convertible Unsecured Notes (2)	476		480		1,278		1,312
2025 CCH HoldCo II Convertible Senior Notes (2)	—		—		1,578		1,807
2045 Cheniere Convertible Senior Notes (4)	625		496		625		498

(1)The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.

(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 

(3)The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

(4)The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.

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Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	759	$	439
Right-of-use assets—Financing	Property, plant and equipment, net	53		56
Total right-of-use assets		$	812	$	495
Current operating lease liabilities	Current operating lease liabilities	$	161	$	236
Current finance lease liabilities	Other current liabilities	2		1
Non-current operating lease liabilities	Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	Non-current finance lease liabilities	57		58
Total lease liabilities		$	817	$	484

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,
		2020		2019
Operating lease cost (a)	Operating costs and expenses (1)	$	432	$	612
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization expense	2		3
Interest on lease liabilities	Interest expense, net of capitalized interest	7		10
Total lease cost		$	441	$	625
(a) Included in operating lease cost:
Short-term lease costs		$	93	$	230
Variable lease costs paid to the lessor		16		7

(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, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)		Finance Leases
2021	$	197	$	10
2022	156		10
2023	121		10
2024	119		10
2025	96		10
Thereafter	252		127
Total lease payments	941		177
Less: Interest	(183)		(118)
Present value of lease liabilities	$	758	$	59

(1)    Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven 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, 2020		December 31, 2019
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.2	17.7	8.4	18.7
Weighted-average discount rate (1)	5.4%	16.2%	5.2%	16.2%

(1)The finance leases 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,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	309	$	389
Operating cash flows from finance leases	10		9
Right-of-use assets obtained in exchange for new operating lease liabilities	615		235

Schedule of Sublease Income

The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions):

	Year Ended December 31,
	2020		2019
Fixed Income	$	68	$	122
Variable Income	27		22
Total sublease income	$	95	$	144

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Revenues from Contracts with Customers (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2020, 2019 and 2018 (in millions):

	Year Ended December 31,
	2020		2019		2018
LNG revenues (1)	$	8,954	$	8,817	$	7,581
Regasification revenues	269		266		261
Other revenues	70		74		54
Total revenues from customers	9,293		9,157		7,896
Net derivative gain (loss) (2)	(30)		429		(9)
Other (3)	95		144		100
Total revenues	$	9,358	$	9,730	$	7,987

(1)    LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

(2)    See Note 7—Derivative Instruments for additional information about our derivatives.

(3)    Includes revenues from LNG vessel subcharters. See Note 12—Leases for additional information about our subleases.

Contract Assets

The following table shows our contract assets, net, which are classified as other non-current assets, net on our Consolidated Balance Sheets (in millions):

	December 31,
	2020		2019
Contract assets, net	$	80	$	18

Contract Liabilities

The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions):

	Year Ended December 31, 2020
Deferred revenues, beginning of period	$	161
Cash received but not yet recognized	138
Revenue recognized from prior period deferral	(161)
Deferred revenues, end of period	$	138

Transaction Price Allocated to Future Performance Obligations

The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2020 and 2019:

	December 31, 2020			December 31, 2019
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	$	102.3	10	$	106.4	11
Regasification revenues	2.1		5	2.4		5
Total revenues	$	104.4		$	108.8

(1)    The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2020

Natural Gas Supply Agreement [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Transactions

The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount):

	December 31,
	2020		2019
Derivative assets	$	3	$	3
Non-current derivative assets	1		2
Notional amount, net (in TBtu)	60		120

We recorded the following amounts on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 related to this agreement (in millions):

	Year Ended December 31,
	2020		2019		2018
Cost of sales (a)	$	114	$	85	$	—
(a) Included in costs of sales:
Liquefaction Supply Derivative loss	$	(1)	$	(1)	$	—

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The jurisdictional components of income before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 are as follows (in millions): 

	Year Ended December 31,
	2020		2019		2018
U.S.	$	720	$	289	$	997
International	(176)		426		230
Total income before income taxes and non-controlling interest	$	544	$	715	$	1,227

Schedule of Components of Income Tax Expense (Benefit)

Income tax provision (benefit) included in our reported net income consisted of the following (in millions): 

	Year Ended December 31,
	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State	—		—		2
Foreign	—		4		30
Total current	—		4		32
Deferred:
Federal	41		(475)		—
State	2		(46)		—
Foreign	—		—		(5)
Total deferred	43		(521)		(5)
Total income tax provision (benefit)	$	43	$	(517)	$	27

Schedule of Effective Income Tax Rate Reconciliation

Our income tax rates do not bear a customary relationship to statutory income tax rates. A reconciliation of the federal statutory income tax rate of 21% to our effective income tax rate is as follows: 

	Year Ended December 31,
	2020		2019		2018
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
Non-controlling interest	(22.6)	%	(17.2)	%	(11.4)	%
State tax rate	—	%	(5.4)	%	(0.4)	%
Executive compensation	1.4	%	1.3	%	0.5	%
Nondeductible interest expense	8.0	%	5.0	%	2.6	%
Foreign earnings taxed in the U.S.	1.2	%	6.7	%	1.4	%
Foreign rate differential	(3.7)	%	(11.4)	%	(1.1)	%
Tax credits	(4.5)	%	(5.2)	%	(0.6)	%
Internal restructuring	7.0	%	—	%	—	%
Other	1.0	%	1.4	%	—	%
Valuation allowance	(0.9)	%	(68.5)	%	(9.8)	%
Effective tax rate	7.9	%	(72.3)	%	2.2	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions): 

	December 31,
	2020		2019
Deferred tax assets
Net operating loss carryforwards and credits
Federal	$	3,084	$	2,860
Foreign	3		5
State	257		249
Federal and state tax credits	95		64
Disallowed business interest expense carryforward	—		154
Other	290		143
Less: valuation allowance	(190)		(196)
Total deferred tax assets	3,539		3,279
Deferred tax liabilities
Investment in partnerships	(765)		(554)
Property, plant and equipment	(2,089)		(2,110)
Other	(196)		(86)
Total deferred tax liabilities	(3,050)		(2,750)
Net deferred tax assets	$	489	$	529

Summary of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2020 and 2019, is as follows (in millions): 

	Year Ended December 31,
	2020		2019
Balance at beginning of the year	$	61	$	61
Additions based on tax positions related to current year	1		—
Additions for tax positions of prior years	—		—
Reductions for tax positions of prior years	—		—
Settlements	—		—
U.S. tax reform rate change	—		—
Balance at end of the year	$	62	$	61

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Share-based Compensation Expense, Net

Total share-based compensation consisted of the following (in millions):

	Year Ended December 31,
	2020		2019		2018
Share-based compensation costs, pre-tax:
Equity awards	$	114	$	131	$	89
Liability awards	2		9		48
Total share-based compensation	116		140		137
Capitalized share-based compensation	(6)		(9)		(24)
Total share-based compensation expense	$	110	$	131	$	113
Tax benefit associated with share-based compensation expense	$	23	$	14	$	6

Share-based Payment Arrangement, Nonvested Award, Cost

The total unrecognized compensation cost at December 31, 2020 relating to non-vested share-based compensation arrangements consisted of the following:

	Unrecognized Compensation Cost (in millions)		Recognized over a weighted average period (years)
Restricted Stock Share Awards	$	1	0.3
Restricted Stock Unit and Performance Stock Unit Awards	$	111	1.3
Phantom Units Awards	$	—	0.2

Nonvested Restricted Stock Shares Activity

The table below provides a summary of our restricted stock outstanding (in millions, except for per share information):

	Shares	Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2020	0.0	$	67.79
Granted	0.1	41.78
Vested	0.0	—
Forfeited	0.0	—
Non-vested at December 31, 2020	0.1	$	41.78

Schedule of Nonvested Share Activity

The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information):

	Units	Weighted Average Grant Date Fair Value Per Unit
Non-vested at January 1, 2020	4.4	$	61.68
Granted (1)	1.8	53.88
Vested	(2.3)	58.49
Forfeited	(0.2)	58.83
Non-vested at December 31, 2020 (2)	3.7	$	60.00

(1)     This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards.

(2)     This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved.

Share-based Compensation, Restricted Stock Units And Performance Shares Award Issued And Vested

The table below provides a summary of restricted share unit and performance stock unit awards issued and fair value of units vested:

	Year Ended December 31,
	2020		2019		2018
Units issued (in millions)	1.8		1.9		2.6
Weighted average grant date fair value per unit	$	53.88	$	67.47	$	59.50
Fair value of units vested (in millions)	$	137	$	45	$	22

Nonvested Phantom Units Activity

The table below provides a summary of our phantom units outstanding (in millions):

	Units
Non-vested at January 1, 2020	0.1
Granted	—
Vested	(0.1)
Forfeited	0.0
Non-vested at December 31, 2020	0.0

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Net Income (Loss) Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2020, 2019 and 2018 (in millions, except per share data):

	Year Ended December 31,
	2020		2019		2018
Weighted average common shares outstanding:
Basic	252.4		256.2		245.6
Dilutive unvested stock	—		1.9		2.4
Diluted	252.4		258.1		248.0
Basic net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.53	$	1.92
Diluted net income (loss) per share attributable to common stockholders	$	(0.34)	$	2.51	$	1.90

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions):

	Year Ended December 31,
	2020	2019	2018
Unvested stock (1)	3.4	2.3	0.8
Convertible notes
2021 Cheniere Convertible Unsecured Notes (2)	—	13.7	13.0
2025 CCH HoldCo II Convertible Senior Notes (3)	—	25.5	—
2045 Cheniere Convertible Senior Notes	4.5	4.5	4.5
Total potentially dilutive common shares	7.9	46.0	18.3

(1)Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates.

(2)Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the year ended December 31, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the year ended December 31, 2020.

(3)Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 11—Debt, the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the year ended December 31, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net income per share for the year ended December 31, 2018, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of December 31, 2018

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Share Repurchase Program (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Schedule of Share Repurchases Under the Share Repurchase Program

The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

SPL, CCL, and CCL Stage III [Member] | Natural Gas Supply, Transportation And Storage Service Agreements [Member]

Long-term Purchase Commitment [Line Items]

Contractual Obligation, Fiscal Year Maturity Schedule

As of December 31, 2020, the obligations of SPL, CCL and CCL Stage III under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions):

Years Ending December 31,	Payments Due (1)
2021	$	4,477
2022	2,567
2023	1,861
2024	1,367
2025	1,140
Thereafter	4,005
Total	$	15,417

(1)Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread. Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services.

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Customer Concentration (Tables)

12 Months Ended

Dec. 31, 2020

Risks and Uncertainties [Abstract]

Schedule of Revenue and Accounts Receivable by Major Customers

The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable, net and contract assets, net balances of 10% or greater of total accounts receivable, net and contract assets, net from external customers:

	Percentage of Total Revenues from External Customers			Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers
	Year Ended December 31,			December 31,
	2020	2019	2018	2020	2019
Customer A	14%	16%	18%	14%	13%
Customer B	12%	10%	14%	12%	*
Customer C	10%	11%	19%	*	13%
Customer D	10%	11%	13%	*	*

* Less than 10%

Schedule of Revenue from External Customers by Country

The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States.

	Revenues from External Customers
	Year Ended December 31,
	2020		2019		2018
Ireland	$	1,130	$	989	$	1,098
Spain	1,034		598		—
India	1,021		1,160		1,048
South Korea	942		1,207		1,517
United States	687		2,807		1,911
United Kingdom	678		559		155
Singapore	646		533		417
Other countries	3,220		1,877		1,841
Total	$	9,358	$	9,730	$	7,987

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2020

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest on debt, net of amounts capitalized	$	1,395	$	1,126	$	707
Cash paid for income taxes	2		24		14
Non-cash investing and financing activities:
Acquisition of non-controlling interest in Cheniere Holdings	—		—		702
Acquisition of assets under capital lease (1)	—		—		60

(1)    See Note 12—Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842.

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Summarized Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Summarized Quarterly Financial Data—(in millions, except per share amounts)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2020:
Revenues	$	2,709	$	2,402	$	1,460	$	2,787
Income from operations	1,346		937		72		276
Net income (loss)	603		404		(508)		2
Net income (loss) attributable to common stockholders	375		197		(463)		(194)
Net income (loss) per share attributable to common stockholders—basic (1)	1.48		0.78		(1.84)		(0.77)
Net income (loss) per share attributable to common stockholders—diluted (1)	1.43		0.78		(1.84)		(0.77)
Year Ended December 31, 2019:
Revenues	$	2,261	$	2,292	$	2,170	$	3,007
Income from operations	606		432		307		1,016
Net income (loss)	337		2		(260)		1,153
Net income (loss) attributable to common stockholders	141		(114)		(318)		939
Net income (loss) per share attributable to common stockholders—basic (1)	0.55		(0.44)		(1.25)		3.70
Net income (loss) per share attributable to common stockholders—diluted (1)	0.54		(0.44)		(1.25)		3.34

(1)The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.

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Schedule I - Condensed Financial Information of Registrant (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Statements, Captions [Line Items]

Schedule of Debt

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”)	$	13,650	$	13,650
Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”)	4,100		4,100
CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility	10,217		10,235
CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	—		1,578
Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	3,145		1,903
Unamortized premium, discount and debt issuance costs, net	(641)		(692)
Total long-term debt, net	30,471		30,774
Current debt:
SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		—
CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility	271		—
Cheniere Marketing — trade finance facilities	—		—
Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		—
Unamortized premium, discount and debt issuance costs, net	(3)		—
Total current debt	372		—
Total debt, net	$	30,843	$	30,774

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions):

Years Ending December 31,	Principal Payments
2021	$	747
2022	1,089
2023	1,749
2024	5,556
2025	5,023
Thereafter	17,323
Total	$	31,487

Schedule of Debt Issuances and Repayments

The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)	$	2,000
CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2)	769
Cheniere — 2028 Cheniere Senior Secured Notes (3)	2,000
Cheniere — Cheniere Term Loan Facility	2,323
Cheniere — Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	7,547
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1)	$	(2,000)
CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3)	(1,578)
CCH — CCH Credit Facility (2)	(656)
Cheniere — 2021 Cheniere Convertible Unsecured Notes (3)	(844)
Cheniere — Cheniere Term Loan Facility (3)	(2,175)
Cheniere — Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(7,708)

(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

(2)Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs.

(3)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	759	$	439
Right-of-use assets—Financing	Property, plant and equipment, net	53		56
Total right-of-use assets		$	812	$	495
Current operating lease liabilities	Current operating lease liabilities	$	161	$	236
Current finance lease liabilities	Other current liabilities	2		1
Non-current operating lease liabilities	Non-current operating lease liabilities	597		189
Non-current finance lease liabilities	Non-current finance lease liabilities	57		58
Total lease liabilities		$	817	$	484

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,
		2020		2019
Operating lease cost (a)	Operating costs and expenses (1)	$	432	$	612
Finance lease cost:
Amortization of right-of-use assets	Depreciation and amortization expense	2		3
Interest on lease liabilities	Interest expense, net of capitalized interest	7		10
Total lease cost		$	441	$	625
(a) Included in operating lease cost:
Short-term lease costs		$	93	$	230
Variable lease costs paid to the lessor		16		7

(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, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)		Finance Leases
2021	$	197	$	10
2022	156		10
2023	121		10
2024	119		10
2025	96		10
Thereafter	252		127
Total lease payments	941		177
Less: Interest	(183)		(118)
Present value of lease liabilities	$	758	$	59

(1)    Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven 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, 2020		December 31, 2019
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.2	17.7	8.4	18.7
Weighted-average discount rate (1)	5.4%	16.2%	5.2%	16.2%

(1)The finance leases 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,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	309	$	389
Operating cash flows from finance leases	10		9
Right-of-use assets obtained in exchange for new operating lease liabilities	615		235

Schedule of Share Repurchases Under the Share Repurchase Program

The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

Schedule of Cash Flow, Supplemental Disclosures

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest on debt, net of amounts capitalized	$	1,395	$	1,126	$	707
Cash paid for income taxes	2		24		14
Non-cash investing and financing activities:
Acquisition of non-controlling interest in Cheniere Holdings	—		—		702
Acquisition of assets under capital lease (1)	—		—		60

(1)    See Note 12—Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842.

Parent Company [Member]

Condensed Financial Statements, Captions [Line Items]

Condensed Statements of Operations

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in millions) 

	Year Ended December 31,
	2020		2019		2018
General and administrative expense	$	20	$	17	$	8
Other income (expense)
Interest expense, net of capitalized interest	(155)		(141)		(128)
Interest income	—		1		—
Loss on modification or extinguishment of debt	(50)		—		—
Equity in income of subsidiaries	77		490		607
Total other income (expense)	(128)		350		479
Income (loss) before income taxes	(148)		333		471
Income tax benefit	63		315		—
Net income (loss) attributable to common stockholders	$	(85)	$	648	$	471

Condensed Balance Sheet

CHENIERE ENERGY, INC.

CONDENSED BALANCE SHEETS

(in millions) 

	December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Other current assets	1		1
Total current assets	2		56
Property, plant and equipment, net	30		17
Operating lease assets, net	22		24
Debt issuance and deferred financing costs, net	15		16
Investments in subsidiaries	2,324		1,139
Deferred tax assets, net	381		315
Total assets	$	2,774	$	1,567
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current operating lease liabilities	$	5	$	5
Current debt	103		—
Other current liabilities	37		9
Total current liabilities	145		14
Long-term debt, net	2,790		1,534
Non-current operating lease liabilities	30		33
Stockholders’ deficit	(191)		(14)
Total liabilities and stockholders’ deficit	$	2,774	$	1,567

Condensed Statements of Cash Flows

CHENIERE ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in millions) 

	Year Ended December 31,
	2020		2019		2018
Net cash provided by operating activities	$	(285)	$	74	$	48
Cash flows from investing activities
Property, plant and equipment, net	(13)		(2)		—
Distribution from (investment in) subsidiaries	(481)		842		568
Net cash provided by investing activities	(494)		840		568
Cash flows from financing activities
Proceeds from issuance of debt	4,778		—		—
Repayments of debt	(3,143)		—		—
Debt issuance and deferred financing costs	(57)		—		(13)
Debt modification or extinguishment costs	(29)		—		—
Distribution and dividends to non-controlling interest	(626)		(591)		(576)
Payments related to tax withholdings for share-based compensation	(43)		(19)		(20)
Repurchase of common stock	(155)		(249)		—
Other	—		—		(7)
Net cash used in financing activities	725		(859)		(616)
Net increase in cash, cash equivalents and restricted cash	(54)		55		—
Cash, cash equivalents and restricted cash—beginning of period	55		—		—
Cash, cash equivalents and restricted cash—end of period	$	1	$	55	$	—

Balances per Condensed Balance Sheets:

	December 31,
	2020		2019
Cash and cash equivalents	$	—	$	55
Restricted cash	1		—
Total cash, cash equivalents and restricted cash	$	1	$	55

Schedule of Debt

As of December 31, 2020 and 2019, our debt consisted of the following (in millions): 

	December 31,
	2020		2019
Long-term debt:
4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	$	3,145	$	1,903
Unamortized premium, discount and debt issuance costs, net	(355)		(369)
Total long-term debt, net	2,790		1,534
Current debt:
Current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	104		$	—
Unamortized premium, discount and debt issuance costs, net	(1)		$	—
Total current debt	103		—
Total debt, net	$	2,893	$	1,534

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, 2020 (in millions): 

Years Ending December 31,	Principal Payments
2021	$	476
2022	—
2023	148
2024	—
2025	—
Thereafter	2,625
Total	$	3,249

Schedule of Debt Issuances and Repayments

The following table shows the issuances and repayments of debt during the year ended December 31, 2020 (in millions):

Issuances and Long-Term Borrowings	Principal Amount Issued
2028 Cheniere Senior Secured Notes (1)	$	2,000
Cheniere Term Loan Facility	2,323
Cheniere Revolving Credit Facility	455
Year Ended December 31, 2020 total	$	4,778
Repayments, Redemptions and Repurchases	Amount Repaid/Redeemed/Repurchased
2021 Cheniere Convertible Unsecured Notes (1)	$	(844)
Cheniere Term Loan Facility (1)	(2,175)
Cheniere Revolving Credit Facility	(455)
Year Ended December 31, 2020 total	$	(3,474)

(1)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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	2020		2019
Right-of-use assets—Operating	Operating lease assets, net	$	22	$	24
Total right-of-use assets		$	22	$	24
Current operating lease liabilities	Current operating lease liabilities	$	5	$	5
Non-current operating lease liabilities	Non-current operating lease liabilities	30		33
Total lease liabilities		$	35	$	38

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	2020		2019
Operating lease cost (1)	General and administrative expense	$	10	$	9

(1)    Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively.

Schedule of Maturity of Lease Liabilities

Future annual minimum lease payments for operating leases as of December 31, 2020 are as follows (in millions): 

Years Ending December 31,	Operating Leases (1)
2021	$	7
2022	8
2023	8
2024	7
2025	6
Thereafter	7
Total lease payments	43
Less: Interest	(8)
Present value of lease liabilities	$	35

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,
	2020	2019
Weighted-average remaining lease term (in years)	5.7	6.6
Weighted-average discount rate	6.6%	5.5%

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

	Year Ended December 31,
	2020		2019
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		1

Schedule of Share Repurchases Under the Share Repurchase Program

The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020		2019
Aggregate common stock repurchased	2,875,376		4,000,424
Weighted average price paid per share	$	53.88	$	62.27
Total amount paid (in millions)	$	155	$	249

Schedule of Cash Flow, Supplemental Disclosures

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

	Year Ended December 31,
	2020		2019		2018
Cash paid during the period for interest, net of amounts capitalized	$	45	$	36	$	32
Non-cash investing and financing activities:
Non-cash capital distribution (1)	79		490		607
Additional interest in Cheniere Holdings acquired	—		—		702

(1)Amounts represent equity income of affiliates.

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Organization and Nature of Operations (Details)	12 Months Ended
	Dec. 31, 2020 mi milliontonnes / yr unit item trains
Organization and Nature of Operations
Number Of Natural Gas Liquefaction And Export Facilities | unit	2
Sabine Pass LNG Terminal [Member]
Organization and Nature of Operations
Number of Liquefaction LNG Trains Operating | trains	5
Number of Liquefaction LNG Trains Constructing | trains	1
Total Production Capability | milliontonnes / yr	30
Number of LNG Storage Tanks | unit	5
Number of Marine Berths Operating | item	2
Number of Marine Berths Constructing | item	1
Creole Trail Pipeline [Member]
Organization and Nature of Operations
Length of Natural Gas Pipeline | mi	94
Corpus Christi LNG Terminal [Member]
Organization and Nature of Operations
Number of Liquefaction LNG Trains Operating | trains	2
Number of Liquefaction LNG Trains Constructing | trains	1
Total Production Capability | milliontonnes / yr	15
Number of LNG Storage Tanks | milliontonnes / yr	3
Number of Marine Berths Operating | milliontonnes / yr	2
Corpus Christi Pipeline [Member]
Organization and Nature of Operations
Length of Natural Gas Pipeline | mi	23
Corpus Christi LNG Terminal Expansion [Member]
Organization and Nature of Operations
Total Production Capability | milliontonnes / yr	10
Corpus Christi LNG Terminal Expansion [Member] | Maximum [Member]
Organization and Nature of Operations
Number of Liquefaction LNG Trains | trains	7
Cheniere Partners [Member]
Organization and Nature of Operations
General Partner ownership percentage	100.00%
Limited Partner ownership percentage	48.60%

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Summary of Significant Accounting Policies (Details) $ in Millions		12 Months Ended
		Dec. 31, 2020 USD ($) customer unit	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jan. 01, 2019 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Accounts Receivable, Allowance for Credit Loss, Current		$ 5	$ 0
Impairment expense related to property, plant and equipment		0	0	$ 0
Derivative instruments designated as cash flow hedges		0	0	$ 0
Right-of-use assets—Operating		759	$ 439
Operating Lease, Liability	[1]	758
Goodwill Impairment		$ 0
Number of reportable segments | unit		1
Sabine Pass LNG Terminal [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Asset Retirement Obligation		$ 0
Creole Trail Pipeline [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Asset Retirement Obligation		0
Corpus Christi Pipeline [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Asset Retirement Obligation		$ 0
Accounting Standards Update 2016-02 [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Right-of-use assets—Operating					$ 550
Operating Lease, Liability					$ 550
Maximum [Member] | Sabine Pass LNG Terminal [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Property lease term		90 years
SPL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
SPA, Term of Agreement		20 years
Concentration Risk, Number of Significant Customers | customer		8
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
SPA, Term of Agreement		20 years
Concentration Risk, Number of Significant Customers | customer		9
SPLNG [Member] | Customer Concentration Risk [Member] | TUA Customers [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Concentration Risk, Number of Significant Customers | unit		2

[1] Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.

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Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2020		Dec. 31, 2019
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 449	[1]	$ 520
SPL Project [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	97		181
CCL Project [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	70		80
Cash held by our subsidiaries restricted to Cheniere [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 282		$ 259

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

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Accounts and Other Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Accounts and Other Receivables [Line Items]
Other accounts receivable	$ 52	$ 50
Total accounts and other receivables, net	647	491
SPL and CCL
Accounts and Other Receivables [Line Items]
Trade receivables	482	328
Cheniere Marketing
Accounts and Other Receivables [Line Items]
Trade receivables	$ 113	$ 113

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Inventory (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Inventory	$ 292	$ 312
Natural gas [Member]
Inventory [Line Items]
Inventory	26	16
LNG [Member]
Inventory [Line Items]
Inventory	27	67
LNG in-transit [Member]
Inventory [Line Items]
Inventory	88	93
Materials and other [Member]
Inventory [Line Items]
Inventory	$ 151	$ 136

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 30,421	$ 29,673
LNG terminal costs [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation	(2,935)	(2,049)
Property, plant and equipment, net	30,242	29,481
LNG terminal and interconnecting pipeline facilities [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	27,475	27,305
LNG site and related costs [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	324	322
LNG terminal construction-in-process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,378	3,903
Fixed assets and other [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation	(164)	(141)
Property, plant and equipment, net	126	136
Computer and office equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	25	23
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	19	22
Computer software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	117	110
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	45	42
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	59	59
Other [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	25	21
Tug vessels under finance lease [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	60	60
Accumulated depreciation	(7)	(4)
Property, plant and equipment, net	$ 53	$ 56

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Property, Plant and Equipment - Schedule of Depreciation and Offsets to LNG Terminal Costs (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense		$ 926	$ 788	$ 445
Offsets to LNG terminal costs	[1]	$ 19	$ 301	$ 140

[1] We realize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Projects during the testing phase for its construction.

XML

Property, Plant and Equipment - Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2020
LNG storage tanks [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Natural gas pipeline facilities [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Marine berth, electrical, facility and roads [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	35 years
Water pipelines [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Regasification processing equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Sendout pumps [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum [Member] | Liquefaction processing equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum [Member] | Other [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Maximum [Member] | Liquefaction processing equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Maximum [Member] | Other [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	30 years

XML

Derivative Instruments - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Physical Liquefaction Supply Derivatives [Member] | Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Term of Contract	15 years
FX Derivatives [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Notional Amount	$ 786	$ 827

XML

Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
CCH Interest Rate Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	$ (140)	$ (81)
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(140)	(81)
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
CCH Interest Rate Forward Start Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	(8)
CCH Interest Rate Forward Start Derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
CCH Interest Rate Forward Start Derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	(8)
CCH Interest Rate Forward Start Derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
Liquefaction Supply Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	240	149
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	5	5
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(6)	6
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	241	138
LNG Trading Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(134)	165
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(3)	0
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(131)	165
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
FX Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(22)	4
FX Derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	0	0
FX Derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	(22)	4
FX Derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	$ 0	$ 0

XML

Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Physical Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Net Fair Value Asset	$ 241,000,000
Valuation, Market Approach [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread	(0.532)	[1]
Valuation, Market Approach [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread	0.092	[1]
Valuation, Market Approach [Member] | Weighted Average [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread	$ (0.030)	[1]
Valuation Technique, Option Pricing Model [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread Percentage	117.00%	[1],[2]
Valuation Technique, Option Pricing Model [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread Percentage	480.00%	[1],[2]
Valuation Technique, Option Pricing Model [Member] | Weighted Average [Member]
Fair Value Measurement Inputs and Valuation Tecniques [Line Items]
Fair Value Inputs Basis Spread Percentage	155.00%	[1],[2]

[1] Unobservable inputs were weighted by the relative fair value of the instruments.

[2] Spread contemplates U.S. dollar-denominated pricing.

XML

Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Physical Liquefaction Supply Derivatives [Member] - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period		$ 138	$ (29)	$ 43
Realized and mark-to-market gains (losses):
Included in cost of sales		156	(77)	(13)
Purchases and settlements:
Purchases		5	199	(31)
Settlements		(65)	44	(29)
Transfers into Level 3, net	[1]	7	1	1
Balance, end of period		241	138	(29)
Change in unrealized gains (losses) relating to instruments still held at end of period		$ 156	$ (77)	$ (13)

[1] Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements.

XML

Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Billions		12 Months Ended
		Dec. 31, 2020 USD ($) tbtu	Dec. 31, 2019 USD ($) tbtu
CCH Interest Rate Derivatives [Member]
Derivative [Line Items]
Derivative, Notional Amount | $		$ 4.6	$ 4.5
Maturity Date		May 31, 2022
Weighted Average Fixed Interest Rate Paid		2.30%
Liquefaction Supply Derivatives [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount	[1]	10,483	9,177
LNG Trading Derivatives [Member]
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount	[1]	20	4

[1] Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

XML

Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
CCH Interest Rate Derivatives [Member] | Interest rate derivative loss, net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net		$ (138)	$ (101)	$ 43
CCH Interest Rate Forward Start Derivatives [Member] | Interest rate derivative loss, net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net		(95)	(33)	0
CQP Interest Rate Derivatives | Interest rate derivative loss, net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net		0	0	14
LNG Trading Derivatives [Member] | LNG Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net	[1]	(26)	402	(25)
LNG Trading Derivatives [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net	[1]	(42)	(89)	0
Liquefaction Supply Derivatives [Member] | LNG Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net	[1],[2]	(1)	2	(1)
Liquefaction Supply Derivatives [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net	[1],[2]	94	194	(100)
FX Derivatives [Member] | LNG Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss), net		$ (3)	$ 25	$ 18

[1] Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

[2] Does not include the realized value associated with derivative instruments that settle through physical delivery.

XML

Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Millions		Dec. 31, 2020	Dec. 31, 2019
Derivatives, Fair Value [Line Items]
Derivative assets		$ 32	$ 323
Non-current derivative assets		376	174
Total derivative assets		408	497
Derivative liabilities		(313)	(117)
Non-current derivative liabilities		(151)	(151)
Total derivative liabilities		(464)	(268)
Derivative asset (liability), net		(56)	229
Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets		32	323
Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets		376	174
Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities		(313)	(117)
Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities		(151)	(151)
CCH Interest Rate Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets		0	0
Total derivative liabilities		(140)	(81)
Derivative asset (liability), net		(140)	(81)
CCH Interest Rate Derivatives [Member] | Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets		0	0
CCH Interest Rate Derivatives [Member] | Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets		0	0
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities		(100)	(32)
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities		(40)	(49)
CCH Interest Rate Forward Start Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets		0	0
Total derivative liabilities		0	(8)
Derivative asset (liability), net		0	(8)
CCH Interest Rate Forward Start Derivatives [Member] | Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets		0	0
CCH Interest Rate Forward Start Derivatives [Member] | Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets		0	0
CCH Interest Rate Forward Start Derivatives [Member] | Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities		0	(8)
CCH Interest Rate Forward Start Derivatives [Member] | Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities		0	0
Liquefaction Supply Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets	[1]	403	267
Total derivative liabilities	[1]	(163)	(118)
Derivative asset (liability), net	[1]	240	149
Derivative, collateral posted by us		9	7
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	[1]	27	93
Liquefaction Supply Derivatives [Member] | Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets	[1]	376	174
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities	[1]	(54)	(16)
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities	[1]	(109)	(102)
LNG Trading Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets	[2]	0	225
Total derivative liabilities	[2]	(134)	(60)
Derivative asset (liability), net	[2]	(134)	165
Derivative, collateral posted by us		7	5
LNG Trading Derivatives [Member] | Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	[2]	0	225
LNG Trading Derivatives [Member] | Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets	[2]	0	0
LNG Trading Derivatives [Member] | Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities	[2]	(134)	(60)
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities	[2]	0	0
FX Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets		5	5
Total derivative liabilities		(27)	(1)
Derivative asset (liability), net		(22)	4
FX Derivatives [Member] | Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets		5	5
FX Derivatives [Member] | Noncurrent Derivative Assets [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative assets		0	0
FX Derivatives [Member] | Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities		(25)	(1)
FX Derivatives [Member] | Non-current Derivative Liabilities [Member]
Derivatives, Fair Value [Line Items]
Non-current derivative liabilities		$ (2)	$ 0

[1] Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

[2] Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

XML

Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
CCH Interest Rate Derivative Asset
Derivative [Line Items]
Derivative Asset, Gross Amounts Recognized	$ 0	$ 0
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets	0	0
Derivative Assets (Liabilities), at Fair Value, Net	0	0
CCH Interest Rate Derivatives Liability [Member]
Derivative [Line Items]
Derivative Liability, Gross Amounts Recognized	(140)	(81)
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets	0	0
Derivative Assets (Liabilities), at Fair Value, Net	(140)	(81)
CCH Interest Rate Forward Start Derivatives Asset
Derivative [Line Items]
Derivative Asset, Gross Amounts Recognized	0	0
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets	0	0
Derivative Assets (Liabilities), at Fair Value, Net	0	0
CCH Interest Rate Forward Start Derivatives Liability
Derivative [Line Items]
Derivative Liability, Gross Amounts Recognized	0	(8)
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets	0	0
Derivative Assets (Liabilities), at Fair Value, Net	0	(8)
Liquefaction Supply Derivatives Asset [Member]
Derivative [Line Items]
Derivative Asset, Gross Amounts Recognized	452	281
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets	(49)	(14)
Derivative Assets (Liabilities), at Fair Value, Net	403	267
Liquefaction Supply Derivatives Liability [Member]
Derivative [Line Items]
Derivative Liability, Gross Amounts Recognized	(184)	(126)
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets	21	8
Derivative Assets (Liabilities), at Fair Value, Net	(163)	(118)
LNG Trading Derivatives Asset [Member]
Derivative [Line Items]
Derivative Asset, Gross Amounts Recognized	0	229
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets	0	(4)
Derivative Assets (Liabilities), at Fair Value, Net	0	225
LNG Trading Derivatives Liability [Member]
Derivative [Line Items]
Derivative Liability, Gross Amounts Recognized	(163)	(60)
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets	29	0
Derivative Assets (Liabilities), at Fair Value, Net	(134)	(60)
FX Derivatives Asset [Member]
Derivative [Line Items]
Derivative Asset, Gross Amounts Recognized	6	9
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets	(1)	(4)
Derivative Assets (Liabilities), at Fair Value, Net	5	5
FX Derivatives Liability [Member]
Derivative [Line Items]
Derivative Liability, Gross Amounts Recognized	(62)	(6)
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets	35	5
Derivative Assets (Liabilities), at Fair Value, Net	$ (27)	$ (1)

XML

Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Other Assets, Noncurrent [Abstract]
Advances made to municipalities for water system enhancements	$ 84	$ 87
Advances and other asset conveyances to third parties to support LNG terminals	60	55
Advances made under EPC and non-EPC contracts	9	29
Equity method investments	81	108
Debt issuance costs and debt discount, net	42	45
Tax-related payments and receivables	20	20
Contract assets, net	80	18
Other	30	26
Other non-current assets, net	$ 406	$ 388

XML

Other Non-Current Assets - Equity Method Investments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Other than Temporary Impairment		$ 87
Equity method investments	$ 81	108
Midship Holdings LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Other than Temporary Impairment	129
Equity method investments	$ 80	$ 105

XML

Non-Controlling Interest and Variable Interest Entity (Details) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) unit shares		Dec. 31, 2012 shares	Dec. 31, 2019 USD ($)
Noncontrolling Interest and Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 1,628	[1]		$ 2,474
Restricted cash	449	[1]		520
Accounts and other receivables, net	647			491
Other current assets	121			92
Total current assets	3,169			4,212
Property, plant and equipment, net	30,421			29,673
Other non-current assets, net	406			388
Total assets	35,697	[1]		35,492
Accrued liabilities	1,175			1,281
Other current liabilities	2			13
Total current liabilities	2,196			1,874
Long-term debt, net	30,471			30,774
Other non-current liabilities	$ 7			11
Cheniere Partners [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Limited Partner ownership percentage	48.60%
General Partner ownership percentage	100.00%
Cheniere Partners [Member] | Common Units [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Partners Capital Account, Units, Units Held | shares	239.9
Blackstone CQP Holdco [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Number Of Members Of The Board Of Directors | unit	1
Cheniere Partners [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 1,210			1,781
Restricted cash	97			181
Accounts and other receivables, net	318			297
Other current assets	182			184
Total current assets	1,807			2,443
Property, plant and equipment, net	16,723			16,368
Other non-current assets, net	287			309
Total assets	18,817			19,120
Accrued liabilities	658			709
Other current liabilities	171			210
Total current liabilities	829			919
Long-term debt, net	17,580			17,579
Other non-current liabilities	126			104
Total liabilities	$ 18,535			$ 18,602
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Director Appointment Entitlement, Minimum [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Limited Partner ownership percentage	20.00%
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Class B Units [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Partners Capital Account, Units Sold In Private Placement | shares			100.0
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco LP and Cheniere [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Number Of Members Of The Board Of Directors | unit	4
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit	2
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Number Of Members Of The Board Of Directors | unit	3
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit	2
Cheniere Energy Partners GP, LLC [Member] | Cheniere [Member]
Noncontrolling Interest and Variable Interest Entity [Line Items]
Number Of Members Of The Board Of Directors | unit	4
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit	2

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

XML

Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Accrued Liabilities, Current [Abstract]
Interest costs and related debt fees	$ 245	$ 293
Accrued natural gas purchases	576	460
LNG terminals and related pipeline costs	147	327
Compensation and benefits	123	115
Accrued LNG inventory	4	6
Other accrued liabilities	80	80
Total accrued liabilities	$ 1,175	$ 1,281

XML

Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Millions		Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-Term Debt, Net		$ 30,471	$ 30,774
Current debt		372	0
Total Debt, Net		30,843	30,774
Long-term Debt [Member]
Debt Instrument [Line Items]
Unamortized premium, discount and debt issuance costs, net		(641)	(692)
Current Debt [Member]
Debt Instrument [Line Items]
Unamortized premium, discount and debt issuance costs, net		(3)	0
CCH Working Capital Facility [Member]
Debt Instrument [Line Items]
Current debt		$ 140
2021 Cheniere Convertible Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	[1]	4.875%
SPL [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 13,650	13,650
Current debt		$ 0	0
SPL [Member] | Senior Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.20%
SPL [Member] | Senior Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.25%
SPL [Member] | 2015 SPL Working Capital Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,200
Cheniere Partners [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 4,100	4,100
Cheniere Partners [Member] | Senior Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.50%
Cheniere Partners [Member] | Senior Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		5.625%
CCH [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 10,217	10,235
Current debt		$ 271	0
CCH [Member] | Senior Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		3.52%
CCH [Member] | Senior Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		7.00%
CCH [Member] | CCH Working Capital Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,200
CCH Holdco II [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 0	1,578
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		11.00%
Cheniere Marketing
Debt Instrument [Line Items]
Current debt		$ 0	0
Cheniere [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		3,145	1,903
Long-Term Debt, Net		2,790	1,534
Current debt		103	0
Total Debt, Net		2,893	1,534
Cheniere [Member] | Long-term Debt [Member]
Debt Instrument [Line Items]
Unamortized premium, discount and debt issuance costs, net		$ (355)	(369)
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.625%
Cheniere [Member] | Current Debt [Member]
Debt Instrument [Line Items]
Unamortized premium, discount and debt issuance costs, net		$ (1)	0
Cheniere [Member] | 2021 Cheniere Convertible Unsecured Notes [Member]
Debt Instrument [Line Items]
Current debt		$ 104	$ 0
Debt Instrument, Interest Rate, Stated Percentage		4.875%

[1] $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

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Debt - Schedule of Maturities (Details) $ in Millions	Dec. 31, 2020 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2021	$ 747
2022	1,089
2023	1,749
2024	5,556
2025	5,023
Thereafter	17,323
Total	$ 31,487

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Debt - Schedule of Issuances and Repayments (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
		Jul. 31, 2020	Dec. 31, 2020		Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Proceeds from issuances of debt			$ 7,547
Repayments of Debt			(7,708)
Debt modification and extinguishment costs			(217)		$ (55)	$ (27)
Cheniere Term Loan Facility [Member]
Debt Instrument [Line Items]
Repayments of Debt			(2,100)
Debt modification and extinguishment costs			16
Line Of Credit Facility, Original Borrowing Capacity	[1]		2,620
Line of Credit Facility, Maximum Borrowing Capacity			2,695
Cheniere Term Loan Facility [Member] | Cash [Member]
Debt Instrument [Line Items]
Repayments of Debt			(200)
Cheniere Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line Of Credit Facility, Original Borrowing Capacity			750
2025 CCH HoldCo II Convertible Notes and 2021 Cheniere Convertible Notes [Member]
Debt Instrument [Line Items]
Debt modification and extinguishment costs			149
Debt Conversion, Reduction in Equity			$ 10
2025 CCH HoldCo II Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price			$ 1,080
2025 CCH HoldCo II Convertible Notes [Member] | Cash [Member]
Debt Instrument [Line Items]
Repayments of Debt			$ (300)
2021 Cheniere Convertible Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	[2]		4.875%
Aggregate principal amount	[2]		$ 1,000
Debt Instrument, Convertible, Conversion Price			$ 93.64
Repayments of Convertible Debt		$ 844	$ 844	[2]
SPL [Member] | 2030 SPL Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			4.50%
Aggregate principal amount	[3]		$ 2,000
Debt modification and extinguishment costs			$ 43
SPL [Member] | 2021 SPL Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			5.625%
Repayments of Debt	[3]		$ (2,000)
CCH Holdco II [Member] | 2025 CCH HoldCo II Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			11.00%
Repayments of Debt	[4]		$ (1,578)
CCH [Member] | 3.52% CCH Senior Secured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			3.52%
Aggregate principal amount	[5]		$ 769
Debt modification and extinguishment costs			9
CCH [Member] | CCH Credit Facility
Debt Instrument [Line Items]
Repayments of Debt	[5]		(656)
Cheniere [Member]
Debt Instrument [Line Items]
Proceeds from issuances of debt			4,778
Repayments of Debt			3,474
Debt modification and extinguishment costs			$ (50)		$ 0	$ 0
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			4.625%
Aggregate principal amount	[4],[6]		$ 2,000
Cheniere [Member] | Cheniere Term Loan Facility [Member]
Debt Instrument [Line Items]
Proceeds from issuances of debt			2,323
Repayments of Debt	[4]		(2,175)
Cheniere [Member] | Cheniere Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Proceeds from issuances of debt			455
Repayments of Debt			$ (455)
Cheniere [Member] | 2021 Cheniere Convertible Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			4.875%
Repayments of Debt	[4]		$ (844)
Repayments of Convertible Debt	[6]		$ 844

[1] Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

[2] $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

[3] Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

[4] Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

[5] Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs.

[6] Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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Debt - Credit Facilities Table (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Line of Credit Facility [Line Items]
Outstanding balance - current		$ 372	$ 0
Repayments of Debt		7,708
2020 SPL Working Capital Facility [Member]
Line of Credit Facility [Line Items]
Original facility size	[1]	1,200
Incremental commitments	[1]	0
Outstanding balance	[1]	0
Commitments prepaid or terminated	[1]	0
Letters of credit issued	[1]	413
Available commitment	[1]	$ 787
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Maturity date	[1]	Mar. 19, 2025
2020 SPL Working Capital Facility [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Commitment Fee Percentage		0.10%
2020 SPL Working Capital Facility [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Commitment Fee Percentage		0.30%
2020 SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.125%
2020 SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
2020 SPL Working Capital Facility [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.125%
2020 SPL Working Capital Facility [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.75%
2019 CQP Credit Facilities [Member]
Line of Credit Facility [Line Items]
Original facility size		$ 1,500
Incremental commitments		0
Outstanding balance		0
Commitments prepaid or terminated		750
Letters of credit issued		0
Available commitment		$ 750
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Maturity date		May 29, 2024
2019 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.25%
2019 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.125%
2019 CQP Credit Facilities [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.25%
2019 CQP Credit Facilities [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.125%
CCH Credit Facility [Member]
Line of Credit Facility [Line Items]
Original facility size	[2]	$ 8,404
Incremental commitments	[2]	1,566
Outstanding balance	[2]	2,627
Commitments prepaid or terminated	[2]	7,343
Letters of credit issued	[2]	0
Available commitment	[2]	$ 0
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Weighted average interest rate on current debt	[2]	1.90%
Maturity date	[2]	Jun. 30, 2024
Repayments of Debt		$ 656
CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
CCH Credit Facility [Member] | Base Rate [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.75%
CCH Working Capital Facility [Member]
Line of Credit Facility [Line Items]
Original facility size		$ 350
Incremental commitments		850
Outstanding balance - current		140
Commitments prepaid or terminated		0
Letters of credit issued		293
Available commitment		$ 767
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Weighted average interest rate on current debt		1.40%
Maturity date		Jun. 29, 2023
CCH Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.25%
CCH Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
CCH Working Capital Facility [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.25%
CCH Working Capital Facility [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.75%
Cheniere Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Original facility size		$ 750
Incremental commitments		500
Outstanding balance		0
Commitments prepaid or terminated		0
Letters of credit issued		124
Available commitment		$ 1,126
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Maturity date		Dec. 13, 2022
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.50%
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.75%
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.50%
Cheniere Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Original facility size	[3]	$ 2,620
Incremental commitments	[3]	75
Outstanding balance	[3]	148
Commitments prepaid or terminated	[3]	2,175
Letters of credit issued	[3]	$ 0
Debt Instrument, Description of Variable Rate Basis		LIBOR or base rate
Weighted average interest rate on current debt	[3]	2.15%
Maturity date	[3]	Jun. 18, 2023
Line of Credit Facility, Commitment Fee Percentage		30.00%
Repayments of Debt		$ 2,100
Cheniere Term Loan Facility [Member] | First Anniversary of Closing Date [Member]
Line of Credit Facility [Line Items]
Debt Instrument Duration Fee		0.25%
Cheniere Term Loan Facility [Member] | Second Anniversary of Closing Date [Member]
Line of Credit Facility [Line Items]
Debt Instrument Duration Fee		0.50%
Cheniere Term Loan Facility [Member] | Year 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.00%
Cheniere Term Loan Facility [Member] | Year 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.75%
Cheniere Term Loan Facility [Member] | Year 1 [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Cheniere Term Loan Facility [Member] | Year 1 [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
Cheniere Term Loan Facility [Member] | Year 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.50%
Cheniere Term Loan Facility [Member] | Year 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		3.25%
Cheniere Term Loan Facility [Member] | Year 2 [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.50%
Cheniere Term Loan Facility [Member] | Year 2 [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.25%
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		3.00%
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		3.75%
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.00%
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.75%

[1] The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

[2] We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the year ended December 31, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes.

[3] Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

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Debt - Convertible Notes Table (Details)		1 Months Ended	12 Months Ended
		Jul. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares		Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Interest paid-in-kind			$ 51,000,000		$ 143,000,000	$ 74,000,000
Long Term Portion of Current Convertible Debt	[1]		372,000,000
2021 Cheniere Convertible Unsecured Notes [Member]
Debt Instrument [Line Items]
Aggregate original principal	[2]		1,000,000,000
Interest paid-in-kind	[2]		320,000,000
Aggregate principal redeemed		$ (844,000,000)	(844,000,000)	[2]
Aggregate Remaining Principal, Convertible Debt	[2]		476,000,000
Debt component, net of discount and debt issuance costs	[2]		470,000,000
Equity component	[2]		201,000,000
Conversion value in excess of principal	[2]		$ 0
Maturity date	[2]		May 28, 2021
Contractual interest rate	[2]		4.875%
Effective interest rate	[2],[3]		8.10%
Remaining debt discount and debt issuance costs amortization period	[2],[4]		4 months 24 days
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 93.64
2045 Cheniere Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Aggregate original principal			$ 625,000,000
Interest paid-in-kind			0
Aggregate principal redeemed			0
Aggregate Remaining Principal, Convertible Debt			625,000,000
Debt component, net of discount and debt issuance costs			317,000,000
Equity component			194,000,000
Conversion value in excess of principal			$ 0
Maturity date			Mar. 15, 2045
Contractual interest rate			4.25%
Effective interest rate	[3]		9.40%
Remaining debt discount and debt issuance costs amortization period	[4]		24 years 2 months 12 days
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 138.38
Debt Instrument, Convertible, Conversion Ratio			7.2265

[1] Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

[2] $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

[3] Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.

[4] We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity.

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Debt - Interest Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total interest cost	$ 1,773	$ 1,846	$ 1,678
Capitalized interest	(248)	(414)	(803)
Total interest expense, net of capitalized interest	1,525	1,432	875
Convertible Debt [Member]
Debt Instrument [Line Items]
Interest per contractual rate	152	256	237
Amortization of debt discount	45	40	35
Amortization of debt issuance costs	8	12	9
Total interest cost	205	308	281
Debt and Finance Leases Excluding Convertible Debt [Member]
Debt Instrument [Line Items]
Total interest cost	$ 1,568	$ 1,538	$ 1,397

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Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions		Dec. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt		$ 30,843	$ 30,774
Senior Notes [Member] | Carrying Amount [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[1]	24,700	22,700
Senior Notes [Member] | Carrying Amount [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[2]	2,771	2,002
Senior Notes [Member] | Estimated Fair Value [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior Notes, Estimated Fair Value	[1]	27,897	24,650
Senior Notes [Member] | Estimated Fair Value [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior Notes, Estimated Fair Value	[2]	3,423	2,259
Line of Credit [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[3]	2,915	3,283
Line of Credit [Member] | Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Lines of Credit, Fair Value Disclosure	[3]	2,915	3,283
2021 Cheniere Convertible Unsecured Notes [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[2]	476	1,278
2021 Cheniere Convertible Unsecured Notes [Member] | Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Debt, Estimated Fair Value	[2]	480	1,312
2025 CCH HoldCo II Convertible Notes [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[2]	0	1,578
2025 CCH HoldCo II Convertible Notes [Member] | Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Debt, Estimated Fair Value	[2]	0	1,807
2045 Cheniere Convertible Senior Notes [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount, Debt	[4]	625	625
2045 Cheniere Convertible Senior Notes [Member] | Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Debt, Estimated Fair Value	[4]	$ 496	$ 498

[1] The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.

[2] The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 

[3] The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

[4] The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.

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Leases - Balance Sheet Location Table (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Right-of-use assets—Operating	$ 759	$ 439
Total right-of-use assets	812	495
Current operating lease liabilities	161	236
Non-current operating lease liabilities	597	189
Non-current finance lease liabilities	57	58
Total lease liabilities	817	484
Operating lease assets, net [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets—Operating	759	439
Property, plant and equipment, net [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets—Financing	53	56
Current operating lease liabilities [Member]
Lessee, Lease, Description [Line Items]
Current operating lease liabilities	161	236
Other current liabilities [Member]
Lessee, Lease, Description [Line Items]
Current finance lease liabilities	2	1
Non-current operating lease liabilities [Member]
Lessee, Lease, Description [Line Items]
Non-current operating lease liabilities	597	189
Non-current finance lease liabilities [Member]
Lessee, Lease, Description [Line Items]
Non-current finance lease liabilities	$ 57	$ 58

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Leases - Income Statement Location Table (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Finance lease cost:
Total lease cost		$ 441	$ 625
Operating leases, rent expense				$ 335
Operating costs and expenses [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost	[1]	432	612
Finance lease cost:
Short-term lease costs		93	230
Variable lease costs paid to the lessor		16	7
Depreciation and amortization expense [Member]
Finance lease cost:
Amortization of right-of-use assets		2	3
Interest expense, net of capitalized interest [Member]
Finance lease cost:
Interest on lease liabilities		$ 7	$ 10

[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.

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Leases - Future Minimum Payments Table (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Operating Leases, Future Minimum Payments
2021	$ 197	[1]
2022	156	[1]
2023	121	[1]
2024	119	[1]
2025	96	[1]
Thereafter	252	[1]
Total lease payments	941	[1]
Less: Interest	(183)	[1]
Present value of lease liabilities	758	[1]
Finance Leases, Future Minimum Payments
2021	10
2022	10
2023	10
2024	10
2025	10
Thereafter	127
Total lease payments	177
Less: Interest	(118)
Present value of lease liabilities	59
Operating Lease, Lease Not yet Commenced, Payments Due	$ 1,600
Lessee, Operating Lease, Lease Not yet Commenced, Period Until Commencement	2 years
Maximum [Member]
Finance Leases, Future Minimum Payments
Operating Leases, Lease Not yet Commenced, Term of Contract	7 years

[1] Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.

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Leases - Other Quantitative Information (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Operating Leases
Weighted-average remaining lease term		8 years 2 months 12 days	8 years 4 months 24 days
Weighted-average discount rate	[1]	5.40%	5.20%
Finance Leases
Weighted-average remaining lease term		17 years 8 months 12 days	18 years 8 months 12 days
Weighted-average discount rate	[1]	16.20%	16.20%
Operating cash flows from operating leases		$ 309	$ 389
Operating cash flows from finance leases		10	9
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 615	$ 235

[1] The finance leases 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.

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Leases - Subleases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Sublease payments to be received	$ 0	$ 9
Sublease Income, Fixed	68	122
Sublease Income, Variable	27	22
Sublease Income, Total	$ 95	$ 144

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Revenues from Contracts with Customers - Narrative (Details) $ in Millions		12 Months Ended
		Dec. 31, 2020 USD ($) bcf / d unit	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Disaggregation of Revenue [Line Items]
LNG Volume, Purchase Price Percentage of Henry Hub		115.00%
Revenues from contracts with customers		$ 9,293	$ 9,157	$ 7,896
Regasification Capacity | bcf / d		4
Operating and maintenance expense		$ 1,320	1,154	613
Terminal Use Agreement Regasification Capacity Partial
Disaggregation of Revenue [Line Items]
Operating and maintenance expense		$ 129	104	30
TUA Customers [Member]
Disaggregation of Revenue [Line Items]
Regasification Capacity | bcf / d		2
Each TUA Customer
Disaggregation of Revenue [Line Items]
Regasification Capacity | bcf / d		1
Revenue, Performance Obligation, Fixed Consideration		$ 125
Long-term Purchase Commitment, Period		20 years
Liquefied Natural Gas Procured From Third Parties
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers		$ 414	268	745
LNG [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	[1]	$ 8,954	$ 8,817	7,581
Revenue, Variable Consideration Received From Customers, Percentage		40.00%	52.00%
Regasification [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers		$ 269	$ 266	$ 261
Number of Fixed Price Contracts | unit		2
Revenue, Variable Consideration Received From Customers, Percentage		3.00%	3.00%

[1] LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

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Revenues from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions		3 Months Ended								12 Months Ended
		Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers										$ 9,293	$ 9,157	$ 7,896
Net derivative gains	[1]									(30)	429	(9)
Other revenues	[2]									95	144	100
Total revenues		$ 2,787	$ 1,460	$ 2,402	$ 2,709	$ 3,007	$ 2,170	$ 2,292	$ 2,261	9,358	9,730	7,987
LNG [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	[3]									8,954	8,817	7,581
Total revenues										8,924	9,246	7,572
Suspension Fees and LNG Cover Damages Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers										969
Suspension Fees and LNG Cover Damages Revenue [Member] | Subsequent Period [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers										38
Regasification [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers										269	266	261
Other [Member]
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers										70	74	54
Total revenues										$ 165	$ 218	$ 154

[1] See Note 7—Derivative Instruments for additional information about our derivatives.

[2] Includes revenues from LNG vessel subcharters. See Note 12—Leases for additional information about our subleases.

[3] LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.

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Revenues from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract assets, net	$ 80	$ 18
Change In Contract With Customer, Liability [Roll Forward]
Deferred revenues, beginning of period	161
Cash received but not yet recognized	138
Revenue recognized from prior period deferral	(161)
Deferred revenues, end of period	$ 138

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Revenues from Contracts with Customers - Schedule of Transaction Price Allocated to Future Performance Obligations (Details) - USD ($) $ in Billions		Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price			$ 108.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price		$ 104.4
LNG [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price			$ 106.4
Weighted Average Recognition Timing	[1]		11 years
LNG [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price		$ 102.3
Weighted Average Recognition Timing	[1]	10 years
Regasification [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price			$ 2.4
Weighted Average Recognition Timing	[1]		5 years
Regasification [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied Transaction Price		$ 2.1
Weighted Average Recognition Timing	[1]	5 years

[1] The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

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Related Party Transactions - Narrative (Details)	3 Months Ended								12 Months Ended
	Dec. 31, 2020 USD ($) tbtu	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2020 USD ($) tbtu	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Operating and maintenance expense									$ 1,320,000,000	$ 1,154,000,000	$ 613,000,000
Accrued liabilities	$ 1,175,000,000				$ 1,281,000,000				1,175,000,000	1,281,000,000
Revenues	2,787,000,000	$ 1,460,000,000	$ 2,402,000,000	$ 2,709,000,000	3,007,000,000	$ 2,170,000,000	$ 2,292,000,000	$ 2,261,000,000	9,358,000,000	9,730,000,000	7,987,000,000
Accounts and other receivables, net	$ 647,000,000				491,000,000				647,000,000	491,000,000
Other [Member]
Related Party Transaction [Line Items]
Revenues									$ 165,000,000	218,000,000	154,000,000
SPL [Member] | Natural Gas Supply Agreement [Member]
Related Party Transaction [Line Items]
Related Party Agreement Term									5 years
Derivative, Nonmonetary Notional Amount | tbtu	91								91
Derivative Assets (Liabilities), at Fair Value, Net	$ 0								$ 0
CCL [Member] | Natural Gas Supply Agreement [Member]
Related Party Transaction [Line Items]
Accrued liabilities	13,000,000				3,000,000				$ 13,000,000	3,000,000
Sabine Pass Liquefaction LLC and Cheniere Creole Trail Pipeline LP [Member] | Natural Gas Transportation and Storage Agreements [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Related Party Agreement Term									10 years
Operating and maintenance expense									$ 13,000,000
Accrued liabilities	4,000,000								4,000,000
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member]
Related Party Transaction [Line Items]
Accounts and other receivables, net	$ 2,000,000				$ 3,000,000				2,000,000	3,000,000
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member] | Other [Member]
Related Party Transaction [Line Items]
Revenues									$ 9,000,000	$ 12,000,000	$ 12,000,000

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Related Party Transactions - Schedule of Related Party Transactions (Details) $ in Millions		12 Months Ended
		Dec. 31, 2020 USD ($) tbtu	Dec. 31, 2019 USD ($) tbtu	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Derivative assets		$ 32	$ 323
Non-current derivative assets		376	174
Cost of sales		$ 4,161	$ 5,079	$ 4,597
Liquefaction Supply Derivatives [Member]
Related Party Transaction [Line Items]
Derivative, Nonmonetary Notional Amount | tbtu	[1]	10,483	9,177
CCL [Member] | Natural Gas Supply Agreement [Member]
Related Party Transaction [Line Items]
Cost of sales		$ 114	$ 85	0
CCL [Member] | Natural Gas Supply Agreement [Member] | Liquefaction Supply Derivatives [Member]
Related Party Transaction [Line Items]
Derivative assets		3	3
Non-current derivative assets		$ 1	$ 2
Derivative, Nonmonetary Notional Amount | tbtu		60	120
Liquefaction Supply Derivative loss		$ (1)	$ (1)	$ 0

[1] Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions.

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Income Taxes - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) unit	Dec. 31, 2018 USD ($)
Operating Loss Carryforwards [Line Items]
Income tax expense as a result of one-time discrete event	$ 38
Deferred Tax Assets, Valuation Allowance	190	$ 196
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	6
Number Of Years In Cumulative Loss Position			3 years
Number Of Years In Cumulative Income Position		3 years
Number of Long Term Agreements Commenced During The Year | unit		13
Deferred Tax Assets, Tax Credit Carryforwards	95	$ 64
Unrecognized Tax Benefits	62	$ 61	$ 61
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 53
Before Enactment of New Act [Member]
Operating Loss Carryforwards [Line Items]
Income Tax, Interest Deductibility Limit	30.00%
After Enactment of New Act [Member]
Operating Loss Carryforwards [Line Items]
Income Tax, Interest Deductibility Limit	50.00%
Federal Tax [Member]
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	$ 15,000
Deferred Tax Assets, Tax Credit Carryforwards	93
Federal Tax [Member] | Investment Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Tax Credit Carryforwards	52
State Tax [Member]
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	3,200
Deferred Tax Assets, Tax Credit Carryforwards	2
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	10,600
Deferred Tax Assets, Tax Credit Carryforwards	$ 37

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Income Taxes - Components of Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income before income taxes and non-controlling interest, U.S.	$ 720	$ 289	$ 997
Income before income taxes and non-controlling interest, International	(176)	426	230
Income before income taxes and non-controlling interest	$ 544	$ 715	$ 1,227

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Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current
Federal	$ 0	$ 0	$ 0
State	0	0	2
Foreign	0	4	30
Total current	0	4	32
Deferred
Federal	41	(475)	0
State	2	(46)	0
Foreign	0	0	(5)
Total deferred	43	(521)	(5)
Total income tax provision (benefit)	$ 43	$ (517)	$ 27

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Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
Non-controlling interest	(22.60%)	(17.20%)	(11.40%)
State tax rate	0.00%	(5.40%)	(0.40%)
Executive compensation	1.40%	1.30%	0.50%
Nondeductible interest expense	8.00%	5.00%	2.60%
Foreign earnings taxed in the U.S.	1.20%	6.70%	1.40%
Foreign rate differential	(3.70%)	(11.40%)	(1.10%)
Tax credits	(4.50%)	(5.20%)	(0.60%)
Internal restructuring	7.00%	0.00%	0.00%
Other	1.00%	1.40%	0.00%
Valuation allowance	(0.90%)	(68.50%)	(9.80%)
Effective tax rate	7.90%	(72.30%)	2.20%

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Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Net operating loss carryforwards and credits
Federal	$ 3,084	$ 2,860
Foreign	3	5
State	257	249
Federal and state tax credits	95	64
Disallowed business interest expense carryforward	0	154
Other	290	143
Less: valuation allowance	(190)	(196)
Total deferred tax assets	3,539	3,279
Deferred tax liabilities
Investment in partnerships	(765)	(554)
Property, plant and equipment	(2,089)	(2,110)
Other	(196)	(86)
Total deferred tax liabilities	(3,050)	(2,750)
Net deferred tax assets	$ 489	$ 529

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Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 61	$ 61
Additions based on tax positions related to current year	1	0
Additions for tax positions of prior years	0	0
Reductions for tax positions of prior years	0	0
Settlements	0	0
U.S. tax reform rate change	0	0
Balance at end of year	$ 62	$ 61

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Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Period, Vests Ratably Over Service Period	3 years
Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period, Cliff Vesting	3 years
Performance Units [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met	0.00%
Performance Units [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met	300.00%
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Units Granted	200,000
Restricted Stock Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Units Granted	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	1 year
Vesting Period - service years, option 2	2 years
Vesting Period - service years, option 3	3 years
Vesting Period - service years, option 4	4 years
Fair value of units vested	$ 3	$ 3	$ 53
Phantom Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Units Granted	0
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	2 years
Vesting Period - service years, option 2	3 years
Vesting Period - service years, option 3	4 years
Fair value of units vested	$ 4	$ 11	$ 91
2011 Incentive Plan [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	35,000,000.0
2020 Incentive Plan [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	8,000,000.0

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Share-Based Compensation - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 116	$ 140	$ 137
Capitalized share-based compensation	(6)	(9)	(24)
Total share-based compensation expense	110	131	113
Tax benefit associated with share-based compensation expense	23	14	6
Equity Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	114	131	89
Liability Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 2	$ 9	$ 48

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Share-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Restricted Stock Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 1
Recognized over a weighted average period	3 months 18 days
Restricted Share Unit And Performance Stock Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 111
Recognized over a weighted average period	1 year 3 months 18 days
Phantom Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0
Recognized over a weighted average period	2 months 12 days

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Share-Based Compensation - Schedule of Non-vested Awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020		Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at January 1, 2019, Shares	0.0
Non-vested at January 1, 2019, Weighted Average Grant Date Fair Value Per Share	$ 67.79
Granted, Shares	100,000
Grants in Period, Weighted Average Grant Date Fair Value Per Share	$ 41.78
Vested, Shares	0.0
Vested, Weighted Average Grant Date Fair Value Per Share	$ 0
Forfeited, Shares	(0.0)
Forfeited, Weighted Average Grant Date Fair Value Per Share	$ 0
Non-vested at December 31, 2019, Shares	100,000		0.0
Non-vested at December 31, 2019, Weighted Average Grant Date Fair Value Per Share	$ 41.78		$ 67.79
Restricted Share Unit And Performance Stock Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at January 1, 2019, Shares	4,400,000
Non-vested at January 1, 2019, Weighted Average Grant Date Fair Value Per Share	$ 61.68
Granted, Shares	1,800,000	[1]	1,900,000	2,600,000
Grants in Period, Weighted Average Grant Date Fair Value Per Share	$ 53.88	[1]	$ 67.47	$ 59.50
Vested, Shares	(2,300,000)
Vested, Weighted Average Grant Date Fair Value Per Share	$ 58.49
Forfeited, Shares	(200,000)
Forfeited, Weighted Average Grant Date Fair Value Per Share	$ 58.83
Non-vested at December 31, 2019, Shares	3,700,000	[2]	4,400,000
Non-vested at December 31, 2019, Weighted Average Grant Date Fair Value Per Share	$ 60.00	[2]	$ 61.68
Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Award, Shares To Be Issued On Maximum Achievement Of Performance Under Target Awards, Maximum	1,000,000.0
Phantom Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at January 1, 2019, Shares	100,000
Granted, Shares	0
Vested, Shares	(100,000)
Forfeited, Shares	(0.0)
Non-vested at December 31, 2019, Shares	0.0		100,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Shares	200,000

[1] This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards.

[2] This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved.

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Share-Based Compensation - Schedule of Restricted Share Unit and Performance Stock Units Awards (Details) - Restricted Share Unit And Performance Stock Unit Awards [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2020		Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units issued	1.8	[1]	1.9	2.6
Weighted average grant date fair value per unit	$ 53.88	[1]	$ 67.47	$ 59.50
Fair value of units vested	$ 137		$ 45	$ 22

[1] This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards.

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Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	75.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	6.00%
Defined Contribution Plan, Contributions	$ 15	$ 15	$ 9
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 0

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Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - $ / shares shares in Millions		3 Months Ended																12 Months Ended
		Dec. 31, 2020	[1]	Sep. 30, 2020	[1]	Jun. 30, 2020	[1]	Mar. 31, 2020	[1]	Dec. 31, 2019	[1]	Sep. 30, 2019	[1]	Jun. 30, 2019	[1]	Mar. 31, 2019	[1]	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted average number of common shares outstanding, basic																		252.4	256.2	245.6
Dilutive Unvested Stock																		0.0	1.9	2.4
Weighted Average Number of Shares Outstanding, Diluted																		252.4	258.1	248.0
Net income (loss) per share attributable to common stockholders—basic		$ (0.77)		$ (1.84)		$ 0.78		$ 1.48		$ 3.70		$ (1.25)		$ (0.44)		$ 0.55		$ (0.34)	$ 2.53	$ 1.92
Diluted net income (loss) per share attributable to common stockholders		$ (0.77)		$ (1.84)		$ 0.78		$ 1.43		$ 3.34		$ (1.25)		$ (0.44)		$ 0.54		$ (0.34)	$ 2.51	$ 1.90
Antidilutive securities excluded from computation of earnings per share																		7.9	46.0	18.3
Unvested stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share	[2]																	3.4	2.3	0.8
2021 Cheniere Convertible Notes [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share	[3]																	0.0	13.7	13.0
2025 CCH HoldCo II Convertible Notes [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share	[4]																	0.0	25.5	0.0
2045 Cheniere Convertible Senior Notes [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share																		4.5	4.5	4.5
Restricted Stock With Unsatisfied Performance Conditions [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share																		0.5	0.5	0.4

[1] The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.

[2] Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates.

[3] Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the year ended December 31, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the year ended December 31, 2020.

[4] Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 11—Debt, the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the year ended December 31, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net income per share for the year ended December 31, 2018, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of December 31, 2018.

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Share Repurchase Program (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Stock Repurchase Program, Period in Force	3 years
Stock Repurchase Program, Authorized Amount	$ 1,000
Total amount paid (in millions)	$ 155	$ 249	$ 0

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Commitments and Contingencies - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) tbtu
Commitments and Contingencies [Line Items]
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries	$ 3,000
SPL, CCL, and CCL Stage III [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Period	15 years
SPL and CCL | Bechtel EPC Contracts [Member]
Commitments and Contingencies [Line Items]
Contract termination convenience penalty	$ 30
SPL and CCL | Natural Gas Transportation Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Period	20 years
SPL [Member] | EPC Contract, Train Six [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Amount	$ 2,500
Long-term Purchase Commitment, Amount Incurred To Date	$ 1,900
SPL [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Energy Units Secured Through Natural Gas Supply Contracts | tbtu	4,950
SPL [Member] | Natural Gas Storage Service Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Period	10 years
CCL [Member] | EPC Contract, Train Three [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Amount	$ 2,400
Long-term Purchase Commitment, Amount Incurred To Date	$ 2,400
CCL [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Energy Units Secured Through Natural Gas Supply Contracts | tbtu	2,938
CCL [Member] | Natural Gas Storage Service Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Period	5 years
CCL Stage III [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Energy Units Secured Through Natural Gas Supply Contracts | tbtu	2,361

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Commitments and Contingencies - Purchase Obligations Table (Details) - SPL, CCL, and CCL Stage III [Member] - Natural Gas Supply, Transportation And Storage Service Agreements [Member] $ in Millions	Dec. 31, 2020 USD ($)	[1]
Long-term Purchase Commitment [Line Items]
2021	$ 4,477
2022	2,567
2023	1,861
2024	1,367
2025	1,140
Thereafter	4,005
Total	$ 15,417

[1] Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread. Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services.

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Customer Concentration - Schedule of Customer Concentration (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Customer A [Member] | Total Revenues from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	16.00%	18.00%
Customer A [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	13.00%
Customer B [Member] | Total Revenues from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	10.00%	14.00%
Customer B [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%
Customer C [Member] | Total Revenues from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%	11.00%	19.00%
Customer C [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		13.00%
Customer D [Member] | Total Revenues from External Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%	11.00%	13.00%

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Customer Concentration - Schedule of Revenue from External Customers by Country (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Concentration Risk [Line Items]
Revenues from External Customers	$ 2,787	$ 1,460	$ 2,402	$ 2,709	$ 3,007	$ 2,170	$ 2,292	$ 2,261	$ 9,358	$ 9,730	$ 7,987
Geographic Concentration Risk [Member] | Ireland
Concentration Risk [Line Items]
Revenues from External Customers									1,130	989	1,098
Geographic Concentration Risk [Member] | Spain
Concentration Risk [Line Items]
Revenues from External Customers									1,034	598	0
Geographic Concentration Risk [Member] | India
Concentration Risk [Line Items]
Revenues from External Customers									1,021	1,160	1,048
Geographic Concentration Risk [Member] | South Korea
Concentration Risk [Line Items]
Revenues from External Customers									942	1,207	1,517
Geographic Concentration Risk [Member] | United States
Concentration Risk [Line Items]
Revenues from External Customers									687	2,807	1,911
Geographic Concentration Risk [Member] | United Kingdom
Concentration Risk [Line Items]
Revenues from External Customers									678	559	155
Geographic Concentration Risk [Member] | Singapore
Concentration Risk [Line Items]
Revenues from External Customers									646	533	417
Geographic Concentration Risk [Member] | Other countries
Concentration Risk [Line Items]
Revenues from External Customers									$ 3,220	$ 1,877	$ 1,841

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Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Supplemental Cash Flow Information [Abstract]
Cash paid during the period for interest on debt, net of amounts capitalized	$ 1,395	$ 1,126	$ 707
Cash paid for income taxes	2	24	14
Acquisition of non-controlling interest in Cheniere Holdings	0	0	702
Acquisition of assets under capital lease	0	0	60
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities	$ 282	$ 473	$ 420

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Subsequent Events (Details) - Subsequent Event [Member] - SPL [Member] - 2.95% 2037 SPL Senior Secured Notes $ in Millions	1 Months Ended
	Feb. 28, 2021 USD ($)
Subsequent Event [Line Items]
Aggregate principal amount	$ 147
Debt Instrument, Interest Rate, Stated Percentage	2.95%
Debt, Weighted Average Life	10 years

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Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2020		Sep. 30, 2020		Jun. 30, 2020		Mar. 31, 2020		Dec. 31, 2019		Sep. 30, 2019		Jun. 30, 2019		Mar. 31, 2019		Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 2,787		$ 1,460		$ 2,402		$ 2,709		$ 3,007		$ 2,170		$ 2,292		$ 2,261		$ 9,358	$ 9,730	$ 7,987
Income from operations	276		72		937		1,346		1,016		307		432		606		2,631	2,361	2,024
Net income (loss)	2		(508)		404		603		1,153		(260)		2		337		501	1,232	1,200
Net income (loss) attributable to common stockholders	$ (194)		$ (463)		$ 197		$ 375		$ 939		$ (318)		$ (114)		$ 141		$ (85)	$ 648	$ 471
Net income (loss) per share attributable to common stockholders—basic	$ (0.77)	[1]	$ (1.84)	[1]	$ 0.78	[1]	$ 1.48	[1]	$ 3.70	[1]	$ (1.25)	[1]	$ (0.44)	[1]	$ 0.55	[1]	$ (0.34)	$ 2.53	$ 1.92
Net income (loss) per share attributable to common stockholders—diluted	$ (0.77)	[1]	$ (1.84)	[1]	$ 0.78	[1]	$ 1.43	[1]	$ 3.34	[1]	$ (1.25)	[1]	$ (0.44)	[1]	$ 0.54	[1]	$ (0.34)	$ 2.51	$ 1.90

[1] The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.

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Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Other income (expense)
Interest expense, net of capitalized interest									$ (1,525)	$ (1,432)	$ (875)
Loss on modification or extinguishment of debt									(217)	(55)	(27)
Equity in income of subsidiaries									(126)	(88)	0
Total other expense									(2,087)	(1,646)	(797)
Income (Loss) before income taxes									544	715	1,227
Income tax benefit									(43)	517	(27)
Net income (loss) attributable to common stockholders	$ (194)	$ (463)	$ 197	$ 375	$ 939	$ (318)	$ (114)	$ 141	(85)	648	471
Parent Company [Member]
Condensed Income Statements, Captions [Line Items]
General and Administrative Expense									20	17	8
Other income (expense)
Interest expense, net of capitalized interest									(155)	(141)	(128)
Interest Income									0	1	0
Loss on modification or extinguishment of debt									(50)	0	0
Equity in income of subsidiaries									77	490	607
Total other expense									(128)	350	479
Income (Loss) before income taxes									(148)	333	471
Income tax benefit									63	315	0
Net income (loss) attributable to common stockholders									$ (85)	$ 648	$ 471

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Schedule I - Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Millions	Dec. 31, 2020		Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 1,628	[1]	$ 2,474
Restricted cash	449	[1]	520
Other current assets	121		92
Total current assets	3,169		4,212
Property, plant and equipment, net	30,421		29,673
Operating Lease, Right-of-Use Asset	759		439
Investments in subsidiaries	81		108
Deferred tax assets, net	489		529
Total assets	35,697	[1]	35,492
Current liabilities
Current operating lease liabilities	161		236
Current debt	372		0
Other current liabilities	2		13
Total current liabilities	2,196		1,874
Long-term debt, net	30,471		30,774
Non-current operating lease liabilities	597		189
Stockholders' deficit	(191)		(14)
Total liabilities and stockholders’ equity	35,697	[1]	35,492
Parent Company [Member]
Current assets
Cash and cash equivalents	0		55
Restricted cash	1		0
Other current assets	1		1
Total current assets	2		56
Property, plant and equipment, net	30		17
Operating Lease, Right-of-Use Asset	22		24
Debt issuance and deferred financing costs, net	15		16
Investments in subsidiaries	2,324		1,139
Deferred tax assets, net	381		315
Total assets	2,774		1,567
Current liabilities
Current operating lease liabilities	5		5
Current debt	103		0
Other current liabilities	37		9
Total current liabilities	145		14
Long-term debt, net	2,790		1,534
Non-current operating lease liabilities	30		33
Stockholders' deficit	(191)		(14)
Total liabilities and stockholders’ equity	$ 2,774		$ 1,567

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

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Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2020		Dec. 31, 2019
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	$ 1,265	$ 1,833	$ 1,990
Cash flows from investing activities
Property, plant and equipment, net	(1,839)	(3,056)	(3,643)
Net cash used in investing activities	(1,947)	(3,163)	(3,654)
Cash flows from financing activities
Proceeds from issuances of debt	7,823	6,434	4,285
Repayments of Debt	6,940	4,346	1,391
Debt issuance and other financing costs	(125)	(51)	(66)
Debt modification or extinguishment costs	172	15	17
Distribution and dividends to non-controlling interest	(626)	(590)	(576)
Payments related to tax withholdings for share-based compensation	(43)	(19)	(20)
Repurchase of common stock	(155)	(249)	0
Other	3	4	(8)
Net cash provided by (used in) financing activities	(235)	1,168	2,207
Net decrease in cash, cash equivalents and restricted cash	(917)	(162)	543
Cash, cash equivalents and restricted cash—beginning of period	2,994	3,156	2,613
Cash, cash equivalents and restricted cash—end of period	2,077	2,994	3,156
Condensed Cash Flow Statement - Balances per Condensed Balance Sheet [Line Items]
Cash and cash equivalents				$ 1,628	[1]	$ 2,474
Restricted cash				449	[1]	520
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	2,994	3,156	3,156	2,077		2,994
Parent Company [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	(285)	74	48
Cash flows from investing activities
Property, plant and equipment, net	(13)	(2)	0
Distribution from (investment in) subsidiaries	(481)	842	568
Net cash used in investing activities	(494)	840	568
Cash flows from financing activities
Proceeds from issuances of debt	4,778	0	0
Repayments of Debt	(3,143)	0	0
Debt issuance and other financing costs	(57)	0	(13)
Debt modification or extinguishment costs	(29)	0	0
Distribution and dividends to non-controlling interest	(626)	(591)	(576)
Payments related to tax withholdings for share-based compensation	(43)	(19)	(20)
Repurchase of common stock	(155)	(249)	0
Other	0	0	(7)
Net cash provided by (used in) financing activities	725	(859)	(616)
Net decrease in cash, cash equivalents and restricted cash	(54)	55	0
Cash, cash equivalents and restricted cash—beginning of period	55	0	0
Cash, cash equivalents and restricted cash—end of period	1	55	0
Condensed Cash Flow Statement - Balances per Condensed Balance Sheet [Line Items]
Cash and cash equivalents				0		55
Restricted cash				1		0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 1	$ 0	$ 0	$ 1		$ 55

[1] Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9— Non-controlling Interest and Variable Interest Entity. As of December 31, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash.

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Schedule I - Condensed Financial Information of Registrant - Footnotes (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
		Jul. 31, 2020	Dec. 31, 2020		Dec. 31, 2019	Dec. 31, 2018
Condensed Financial Statements, Captions [Line Items]
Long-Term Debt, Net			$ 30,471		$ 30,774
Current debt			372		0
Debt, Long-term and Short-term, Combined Amount			30,843		30,774
Long-term Debt, Fiscal Year Maturity [Abstract]
2021			747
2022			1,089
2023			1,749
2024			5,556
2025			5,023
Thereafter			17,323
Total			31,487
Proceeds from issuances of debt			7,547
Repayments of Debt			7,708
Debt modification and extinguishment costs			(217)		(55)	$ (27)
Operating lease assets, net			759		439
Current operating lease liabilities			161		236
Non-current operating lease liabilities			597		$ 189
Operating Lease, Liability	[1]		758
Operating Leases, Future Minimum Payments
2022	[1]		156
2023	[1]		121
2024	[1]		119
2025	[1]		96
Thereafter	[1]		252
Total lease payments	[1]		941
Less: Interest	[1]		$ (183)
Weighted-average remaining lease term			8 years 2 months 12 days		8 years 4 months 24 days
Weighted-average discount rate	[2]		5.40%		5.20%
Operating cash flows from operating leases			$ 309		$ 389
Right-of-use assets obtained in exchange for new operating lease liabilities			$ 615		235
Stock Repurchase Program, Period in Force			3 years
Stock Repurchase Program, Authorized Amount			$ 1,000
Total amount paid (in millions)			155		249	0
Supplemental Cash Flow Information [Abstract]
Cash paid during the period for interest on debt, net of amounts capitalized			1,395		1,126	707
Non-cash investing and financing activities:
Additional interest in Cheniere Holdings acquired			0		0	702
Long-term Debt [Member]
Condensed Financial Statements, Captions [Line Items]
Unamortized premium, discount and debt issuance costs, net			$ (641)		(692)
2021 Cheniere Convertible Unsecured Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	[3]		4.875%
Long-term Debt, Fiscal Year Maturity [Abstract]
Aggregate principal amount	[3]		$ 1,000
Repayments of Convertible Debt		$ (844)	$ (844)	[3]
Debt Instrument, Convertible, Conversion Price			$ 93.64
Current Debt [Member]
Condensed Financial Statements, Captions [Line Items]
Unamortized premium, discount and debt issuance costs, net			$ (3)		0
Cheniere Term Loan Facility [Member]
Condensed Financial Statements, Captions [Line Items]
Long-term Debt, Gross	[4]		148
Long-term Debt, Fiscal Year Maturity [Abstract]
Repayments of Debt			2,100
Debt modification and extinguishment costs			16
Line Of Credit Facility, Original Borrowing Capacity	[4]		2,620
Line of Credit Facility, Maximum Borrowing Capacity			2,695
Cheniere Term Loan Facility [Member] | Cash [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Repayments of Debt			200
Cheniere Revolving Credit Facility [Member]
Condensed Financial Statements, Captions [Line Items]
Long-term Debt, Gross			0
Long-term Debt, Fiscal Year Maturity [Abstract]
Line Of Credit Facility, Original Borrowing Capacity			750
2025 CCH HoldCo II Convertible Notes and 2021 Cheniere Convertible Notes [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Debt modification and extinguishment costs			149
Debt Conversion, Reduction in Equity			$ 10
2025 CCH HoldCo II Convertible Notes [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Debt Instrument, Convertible, Conversion Price			$ 1,080
2025 CCH HoldCo II Convertible Notes [Member] | Cash [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Repayments of Debt			$ 300
Operating lease assets, net [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Operating lease assets, net			759		439
Current operating lease liabilities [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Current operating lease liabilities			161		236
Non-current operating lease liabilities [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Non-current operating lease liabilities			597		189
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Long-term Debt, Gross			3,145		1,903
Long-Term Debt, Net			2,790		1,534
Current debt			103		0
Debt, Long-term and Short-term, Combined Amount			2,893		1,534
Long-term Debt, Fiscal Year Maturity [Abstract]
2021			476
2022			0
2023			148
2024			0
2025			0
Thereafter			2,625
Total			3,249
Proceeds from issuances of debt			4,778
Repayments of Debt			(3,474)
Debt modification and extinguishment costs			(50)		0	0
Guarantor Obligations, Maximum Exposure			542
Guarantor Obligations, Current Carrying Value			0
Operating lease assets, net			22		24
Current operating lease liabilities			5		5
Non-current operating lease liabilities			30		33
Operating Lease, Liability			35		38
Operating lease cost	[5]		10		9
Variable lease costs paid to the lessor			4		$ 3
Operating Leases, Future Minimum Payments
2021			7
2022			8
2023			8
2024			7
2025			6
Thereafter			7
Total lease payments			43
Less: Interest			$ (8)
Weighted-average remaining lease term			5 years 8 months 12 days		6 years 7 months 6 days
Weighted-average discount rate			6.60%		5.50%
Operating cash flows from operating leases			$ 7		$ 7
Right-of-use assets obtained in exchange for new operating lease liabilities			$ 5		$ 1
Stock Repurchase Program, Period in Force			3 years
Stock Repurchase Program, Authorized Amount			$ 1,000
Aggregate common stock repurchased			2,875,376		4,000,424
Weighted average price paid per share			$ 53.88		$ 62.27
Total amount paid (in millions)			$ 155		$ 249	0
Stock Repurchase Program, Remaining Authorized Repurchase Amount			596
Supplemental Cash Flow Information [Abstract]
Cash paid during the period for interest on debt, net of amounts capitalized			45		36	32
Non-cash investing and financing activities:
Non-cash capital distribution (contributions)	[6]		79		490	607
Additional interest in Cheniere Holdings acquired			$ 0		0	$ 702
Parent Company [Member] | 2028 Cheniere Senior Secured Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			4.625%
Long-term Debt, Fiscal Year Maturity [Abstract]
Aggregate principal amount	[7],[8]		$ 2,000
Parent Company [Member] | Long-term Debt [Member]
Condensed Financial Statements, Captions [Line Items]
Unamortized premium, discount and debt issuance costs, net			(355)		(369)
Parent Company [Member] | 2021 Cheniere Convertible Unsecured Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Current debt			$ 104		0
Debt Instrument, Interest Rate, Stated Percentage			4.875%
Long-term Debt, Fiscal Year Maturity [Abstract]
Repayments of Convertible Debt	[7]		$ (844)
Repayments of Debt	[8]		844
Parent Company [Member] | Current Debt [Member]
Condensed Financial Statements, Captions [Line Items]
Unamortized premium, discount and debt issuance costs, net			(1)		0
Parent Company [Member] | Cheniere Term Loan Facility [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from issuances of debt			2,323
Repayments of Lines of Credit	[7]		(2,175)
Repayments of Debt	[8]		2,175
Parent Company [Member] | Cheniere Revolving Credit Facility [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from issuances of debt			455
Repayments of Lines of Credit			(455)
Repayments of Debt			455
Parent Company [Member] | Operating lease assets, net [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Operating lease assets, net			22		24
Parent Company [Member] | Current operating lease liabilities [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Current operating lease liabilities			5		5
Parent Company [Member] | Non-current operating lease liabilities [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Non-current operating lease liabilities			$ 30		$ 33

[1] Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.

[2] The finance leases 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.

[3] $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes.

[4] Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

[5] Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively.

[6] Amounts represent equity income of affiliates.

[7] Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

[8] Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes, including paid-in-kind interest, at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

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Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts on accounts receivable and contract assets [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 0	$ 30	$ 30
Charged to cost and expenses	7	16	0
Charged to other accounts	0	0	0
Deductions	0	(46)	0
Balance at end of period	7	0	30
Deferred tax asset valuation allowance [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	196	686	806
Charged to cost and expenses	(6)	(490)	(120)
Charged to other accounts	0	0	0
Deductions	0	0	0
Balance at end of period	$ 190	$ 196	$ 686