CHENIERE ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE ~~19—~~18—RECENT ACCOUNTING STANDARDS

The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of September 30, ~~2016:~~2017:

~~CHENIERE ENERGY, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~



~~Standard~~	~~Description~~	~~Expected Date of Adoption~~	~~Effect on~~we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our ~~Consolidated Financial Statements or Other Significant Matters~~
~~ASU 2014-15,~~ ~~Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~	This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.	~~December 31, 2016~~	~~The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.~~
~~ASU 2015-11,~~ ~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~	This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.	~~January 1, 2017~~	~~We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.~~assessment.
ASU 2016-02, Leases (Topic 842)	This standard requires a lessee to recognize leases on its 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. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.	January 1, 2019	We ~~are currently evaluating~~continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the ~~provisions~~adoption of this ~~guidance on~~standard upon our ~~Consolidated Financial Statements and related disclosures.~~
~~ASU 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~	~~This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement~~results of operations ~~and the classification of excess tax benefits as an operating activity within the statement of~~or cash ~~flows. The guidance also allows an entity to~~flows, whether we will elect to ~~account for forfeitures when they occur. This guidance may be~~ early ~~adopted, but all of the guidance must be adopted in the same period.~~	~~January 1, 2017~~	~~We are currently evaluating the impact of the provisions of~~adopt this ~~guidance on our Consolidated Financial Statements and related disclosures.~~standard or which, if any, practical expedients we will elect upon transition.
ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.	January 1, 2018	We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

CHENIERE ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period:



Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU ~~2015-02,~~2015-11, ~~Consolidation~~Inventory (Topic ~~810)~~330): ~~Amendments to~~Simplifying the ~~Consolidation Analysis~~Measurement of Inventory	~~These amendments primarily affect asset managers~~This standard requires inventory to be measured at the lower of cost and ~~reporting entities involved with limited partnerships or similar entities, but~~net realizable value. Net realizable value is the ~~analysis is relevant~~estimated selling prices in the ~~evaluation~~ordinary course of ~~any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification~~business, less reasonably predictable costs of ~~variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity~~completion, disposal and ~~(3) the primary beneficiary determination.~~transportation. This guidance may be early adopted and ~~may~~must be adopted ~~either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.~~prospectively.	January 1, ~~2016~~2017	The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period.	January 1, 2017	Upon adoption of this guidance, we made a cumulative effect adjustment to accumulated deficit for all excess tax benefits not previously recognized, offset by the change in valuation allowance, and for our election to account for forfeitures as they occur. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively.	January 1, 2017	The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
ASU ~~2015-03,~~2017-09, ~~Interest~~Compensation - ~~Imputation~~Stock Compensation (Topic 718): Scope of ~~Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs~~Modification Accounting ~~and ASU 2015-15,~~ ~~Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements~~	~~These standards require debt issuance costs related~~This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. An entity will not apply modification accounting to a ~~recognized debt liability to be presented in~~share-based payment award if the ~~balance sheet as a direct deduction from the debt liability rather than~~award’s fair value, vesting conditions and classification as an ~~asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset~~equity or liability award are the same prior to and ~~subsequently amortized ratably over~~after the ~~term of the line of credit arrangement.~~change. This guidance may be early adopted and must be adopted ~~retrospectively to each prior reporting period presented.~~	~~January 1, 2016~~prospectively.	Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See ~~Note 11—Debt~~ ~~for additional disclosures.~~
~~ASU 2015-05,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement~~June 30, 2017	This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date.	~~January 1, 2016~~	The adoption of this guidance did not have ana material impact on our Consolidated Financial Statements or related disclosures.

~~NOTE 20—SUBSEQUENT EVENTS~~

~~SPLNG Senior Notes Redemption~~

On October 14, 2016, SPLNG issued a notice of redemption to redeem all of its outstanding 2020 SPLNG Senior Notes. The redemption date will be November 30, 2016 (the “Redemption Date”) and the price will be equal to 103.250% of the principal amount of the 2020 SPLNG Senior Notes, plus accrued and unpaid interest and additional interest, if any, on the 2020 SPLNG Senior Notes to, but not including, the Redemption Date. Concurrently with the redemption of the 2020 SPLNG Senior Notes, SPLNG intends to repay all of its outstanding 2016 SPLNG Senior Notes, which mature on the Redemption Date, at a price equal to 100% of the principal amount of the 2016 SPLNG Senior Notes, plus accrued and unpaid interest and additional interest, if any, on the 2016 SPLNG Senior Notes to, but not including, the Redemption Date.

~~Termination of 2014-2018 LTIP~~

~~On October 27, 2016, the Compensation Committee recommended and our Board of Directors approved the termination, effective as of October 31, 2016, of the 2014-2018 LTIP under the 2015 Plan.~~


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information Regarding Forward-Looking Statements

This quarterly 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, 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 relating to the construction of our Trains and ~~pipeline,~~pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any such 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 and pipelines, including the financing of such Trains;

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; and~~

any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical ~~fact,~~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,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly 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 quarterly 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 ~~due to~~as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the ~~SEC.~~SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016. 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 ~~publicly~~ 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.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31,

2015. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.

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

Liquidity and Capital Resources

Results of Operations

Off-Balance Sheet Arrangements

Summary of Critical Accounting Estimates

Recent Accounting Standards

Overview of Business

Cheniere, a Delaware corporation, is a Houston-based energy company primarily engaged in LNG-related businesses. Our vision is to be recognized as the premier global LNG company and provide a reliable, competitive and integrated source of LNG to our customers while creating a safe, productive and rewarding work environment for our employees. We own and operate the Sabine Pass LNG terminal in Louisiana through our ownership interest in and management agreements with Cheniere Partners, which is a publicly traded limited partnership that we created in 2007. We own 100% of the general partner interest in Cheniere Partners and ~~80.1%~~82.7% of Cheniere Holdings, which is a publicly traded limited liability company formed in 2013 that owns a ~~55.9%~~48.6% limited partner interest in Cheniere Partners. We are currently developing and constructing two natural gas liquefaction and export facilities. The liquefaction of natural gas into LNG allows it to be shipped economically from areas of the world where natural gas is abundant and inexpensive to produce to other areas where natural gas demand and infrastructure exist to economically justify the use of LNG.

The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, that include existing infrastructure of five LNG storage tanks with capacity of approximately 16.9 Bcfe, two marine berths that can accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d. Cheniere Partners is developing, constructing and ~~constructing~~operating natural gas liquefaction facilities (the “SPL Project”) at the Sabine Pass LNG terminal adjacent to the existing regasification facilities through a wholly owned subsidiary, SPL. Cheniere Partners plans to construct up to six Trains, which are in various stages of development, construction and ~~construction.~~operations. Trains 1 ~~and 2 have commenced operating activities,~~through 3 are operational, Train 34 became operational in October 2017, Train 5 is ~~undergoing commissioning, Trains 4 and 5 are~~ under construction and Train 6 is ~~fully permitted.~~being commercialized and has all necessary regulatory approvals in place. Each Train is expected to have a nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 4.5 mtpa of LNG. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, that include existing infrastructure of five LNG storage tanks with aggregate capacity of approximately 16.9 Bcfe, two marine berths that can accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d. 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 a wholly owned subsidiary, CTPL.

We are developing and constructing a second natural gas liquefaction and export facility at the Corpus Christi LNG terminal, which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a pipeline facility (collectively, the “CCL Project”) through wholly owned subsidiaries CCL and CCP, respectively. The CCL Project is being developed for up to three Trains, with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The CCL Project is being developed in stages. The first stage (“Stage 1”) includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and a second partial berth and all of the CCL Project’s necessary infrastructure facilities. The second stage (“Stage 2”) includes Train 3, one LNG storage tank and the completion of the second partial berth. The CCL Project also includes a 23-mile ~~48-inch~~ natural gas supply pipeline that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”).

~~Corpus Christi Liquefaction~~ Stage ~~III, LLC~~1 and ~~Cheniere~~the Corpus Christi Pipeline ~~Stage III, LLC (the “CCL Stage III entities”), our wholly owned subsidiaries separate from the CCH Group,~~ are ~~also~~currently under construction, and Train 3 is being commercialized and has all necessary regulatory approvals in place.

Additionally, we are developing ~~two additional Trains and one LNG storage tank at~~an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project ~~along~~(the “Corpus Christi Expansion Project”) and recently amended our regulatory filings with FERC to incorporate a ~~second natural gas pipeline.~~

~~Cheniere Marketing is engaged in~~project design change, from two Trains with an expected aggregate nominal production capacity of approximately 9.0 mtpa to up to seven midscale Trains with an expected aggregate nominal production capacity of approximately 9.5 mtpa. We remain focused on leveraging infrastructure through the ~~LNG and natural gas marketing business and is developing a portfolio~~expansion of ~~long-term, short-term and spot SPAs. Cheniere Marketing has entered into SPAs with SPL and CCL to purchase, at Cheniere Marketing’s option, LNG produced by the SPL Project and the CCL Project.~~

our existing sites. We are also in various stages of developing other projects, including infrastructure projects in support of natural gas supply and LNG demand, which, among other things, will require acceptable commercial and financing arrangements before we make a final investment decision (“FID”). We have proposed the development of a pipeline with expected capacity of up to 1.4 Bcf/d connecting new gas production in the Anadarko Basin to Gulf Coast markets, including markets serving the SPL Project and the CCL Project. We expect the regulatory pre-filing process to commence imminently and to file formal applications for the required regulatory permits in 2017. We are also exploring the development of a midscale liquefaction project using electric drive modular Trains, with an expected aggregate nominal production capacity of approximately 9.5 mtpa of LNG.

Overview of Significant Events

Our significant accomplishments since January 1, ~~2016~~2017 and through the filing date of this Form 10-Q include the following:

Strategic

As of October 2017, more than 200 cumulative LNG cargoes had been produced, loaded and exported from the SPL Project, with deliveries completed to 25 countries worldwide.

We completed a land acquisition and acquired rights to obtain additional upland and waterfront land adjacent to the CCL Project aggregating more than 500 acres.

We made an equity investment in Midship Pipeline Company, LLC (“Midship Pipeline”) through Midship Holdings, LLC, which is constructing an approximately 230-mile interstate natural gas pipeline with expected capacity of up to 1.44 million Dekatherms per day, to connect new production in the Anadarko Basin to Gulf Coast markets (the “Midship Project”). Additionally, Midship Holdings entered into agreements with investment funds managed by EIG Global Energy Partners (“EIG”) under which EIG-managed funds have committed to make an investment of up to $500 million in the Midship Project, subject to the terms and conditions in the applicable agreements.

In October 2017, we began the process of amending our regulatory filings with FERC related to the Corpus Christi Expansion Project to incorporate a project design change, from two Trains with an expected aggregate nominal production capacity of approximately 9.0 mtpa to up to seven midscale Trains with an expected aggregate nominal production capacity of approximately 9.5 mtpa.

Operational

SPL commenced production and shipment of LNG commissioning cargoes from ~~Trains 1 and 2~~Train 3 of the SPL Project in ~~February and August 2016, respectively,~~January 2017 and achieved substantial completion and commenced operating activities in ~~May~~March 2017.

Commissioning activities for Train 4 of the SPL Project began in March 2017, and ~~September 2016, respectively.~~substantial completion was achieved in October 2017.

Financial

In ~~September 2016, SPL initiated~~June 2017, the ~~commissioning process for~~date of first commercial delivery was reached under the 20-year SPA with Korea Gas Corporation relating to Train 3 of the SPL Project.

In ~~October 2016,~~August 2017, the ~~previously announced planned outage~~date of first commercial delivery relating to ~~improve performance~~Train 2 of ~~the flare systems at~~ the SPL Project ~~as well as to perform scheduled maintenance to Train 1~~was reached under the respective 20-year SPAs with Gas Natural Fenosa LNG GOM, Limited and ~~other facilities, was completed on schedule and budget.~~

~~In May 2016, our Board of Directors appointed Jack Fusco as our President and Chief Executive Officer.~~BG Gulf Coast LNG, LLC (“BG”).

In February ~~2016, Cheniere Partners entered into a Credit~~ and Guaranty Agreement for the incurrence of debt of up to an aggregate amount of approximately $2.8 billion (the “2016 CQP Credit Facilities”). The 2016 CQP Credit Facilities consist of: (1) a $450.0 million CTPL tranche term loan that was used to prepay the $400.0 million term loan facility (the “CTPL Term Loan”) in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that will be used to redeem or repay the approximately $2.1 billion of the 7.50% Senior Secured Notes due 2016March 2017, SPL issued by SPLNG (the “2016 SPLNG Senior Notes”) and the 6.50% Senior Secured Notes due 2020 issued by SPLNG (the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”) (which must be redeemed or repaid concurrently under the terms of the 2016 CQP Credit Facilities ), (3) a $125.0 million debt service reserve credit facility (the “DSR Facility”) that may be used to satisfy a six-month debt service reserve requirement and (4) a $115.0 million revolving credit facility that may be used for general business purposes.

~~In May 2016, CCH issued an~~ aggregate principal ~~amount~~amounts of ~~$1.25 billion~~$800 million of 7.000% Senior Secured Notes due 2024 (the “2024 CCH Senior Notes”). Net proceeds of the offering of approximately $1.1 billion, after deducting commissions, fees and expenses and incremental interest required under the 2024 CCH Senior Notes during construction, were used to prepay a portion of the outstanding borrowings under its credit facility (the “2015 CCH Credit Facility”).

~~In June and September 2016, SPL issued 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes”) and~~ 5.00% Senior Secured Notes due ~~2027~~2037 (the ~~“2027~~“2037 SPL Senior Notes”) and $1.35 billion, before discount, of 4.200% Senior Secured Notes due 2028 (the “2028 SPL Senior Notes”), ~~respectively, for aggregate principal amounts of $1.5 billion each.~~respectively. Net proceeds of the offerings of the ~~2026~~2037 SPL Senior Notes and ~~2027~~2028 SPL Senior Notes were ~~approximately $1.3 billion~~$789 million and ~~$1.4~~$1.33 billion, respectively, after deducting the initial purchasers’ commissions (for the 2028 SPL Senior Notes) and estimated fees and ~~expenses and~~expenses. The net proceeds of the 2037 SPL Senior Notes, after provisioning for incremental interest required ~~under the respective senior notes~~ during ~~construction. The net proceeds~~construction, were used to ~~prepay a portion (for the 2026 SPL Senior Notes) or all (for the 2027 SPL Senior Notes) of~~repay the outstanding borrowings under the credit facilities weSPL entered into in June 2015 (the “2015 SPL Credit Facilities”)~~. The remaining~~ and, along with the net proceeds ~~from~~of the ~~2027~~2028 SPL Senior Notes, ~~are~~the remainder is being used to pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the SPL Project in lieu of the terminated portion of the commitments under the 2015 SPL Credit Facilities.

~~On September 30, 2016,~~In March 2017, we ~~submitted~~entered into a ~~proposal to~~ $750 million revolving credit agreement (“Cheniere ~~Holdings’ board of directors to acquire the publicly held shares of Cheniere Holdings not already owned by us in a stock for stock exchange. There can be no assurance that any discussions~~Revolving Credit Facility”) that may ~~occur between us~~be used to fund the development of the CCL Project and, ~~Cheniere Holdings in connection with our proposal will result in the entry~~provided that certain conditions are met, for general corporate purposes.

~~into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement.~~

In ~~October 2016, SPLNG~~May 2017, CCH issued a notice of redemption to redeem all of its outstanding 2020 SPLNG Senior Notes. The redemption date will be November 30, 2016 (the “Redemption Date”) and the price will be equal to 103.250% of thean aggregate principal amount of $1.5 billion of 5.125% Senior Secured Notes due 2027 (the “2027 CCH Senior Notes”). Net proceeds of the ~~2020 SPLNG~~offering of approximately $1.4 billion, after deducting commissions, fees and expenses and after provisioning for incremental interest required under the 2027 CCH Senior Notes ~~plus accrued and unpaid interest and additional interest, if any, on the 2020 SPLNG Senior Notes~~during construction, were used to ~~but not including, the Redemption Date. Concurrently with the redemption~~prepay a portion of the ~~2020 SPLNG Senior Notes, SPLNG intends to repay all of~~outstanding borrowings under its ~~outstanding 2016 SPLNG Senior Notes, which mature on the Redemption Date, at a price equal to 100% of the~~credit facility (the “2015 CCH Credit Facility”).

In September 2017, CQP issued an aggregate principal amount of ~~the 2016 SPLNG~~$1.5 billion of 5.250% Senior Notes ~~plus accrued~~due 2025 (“the 2025 CQP Senior Notes”). Net proceeds of the offering of approximately $1.5 billion, after deducting commissions, fees and ~~unpaid interest~~expenses, were used to prepay a portion of the outstanding indebtedness under CQP’s credit facilities (the “2016 CQP Credit Facilities”).

Fitch Ratings (“Fitch”) assigned SPL’s senior secured debt an investment grade rating of BBB- in January 2017 and ~~additional interest, if any, on~~an investment-grade issuer default rating of BBB- in June 2017.

In May 2017, Moody’s Investors Service (“Moody’s”) upgraded SPL’s senior secured debt rating from Ba1 to Baa3, an investment-grade rating.

In September 2017, Moody’s, S&P Global Ratings and Fitch assigned ratings of Ba2 / BB / BB, respectively to the ~~2016 SPLNG~~2025 CQP Senior ~~Notes to, but not including, the Redemption Date.~~Notes.

Liquidity and Capital Resources

Although results are consolidated for financial reporting, Cheniere, Cheniere Holdings, Cheniere Partners, SPL ~~SPLNG~~ and the CCH Group operate with independent capital structures. We expect the cash needs for at least the next twelve months will be met for each of these independent capital structures as follows:

•~~SPLNG through operating cash flows, existing unrestricted cash and debt offerings or equity contributions;~~

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

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

•Cheniere Holdings through distributions from Cheniere Partners;

•CCH Group through project ~~financing~~debt and borrowings and equity contributions from Cheniere; and

Cheniere through project financing, existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, services fees from Cheniere Holdings, Cheniere Partners and ~~its~~our other subsidiaries and distributions from our investments in Cheniere Holdings and Cheniere Partners.

AsThe following table (in millions) provides a summary of our liquidity position at September 30, ~~2016, we had cash~~2017 and ~~cash equivalents~~December 31, 2016:



	September 30,		December 31,
	2017		2016
Cash and cash equivalents	$	919	$	876
Restricted cash designated for the following purposes:
SPL Project	627		358
CQP and cash held by guarantor subsidiaries	816		247
CCL Project	117		270
Other	96		76
Available commitments under the following credit facilities:
2015 SPL Credit Facilities	—		1,642
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)	479		653
2016 CQP Credit Facilities	190		195
2015 CCH Credit Facility	2,421		3,603
$350 million CCH Working Capital Facility (“CCH Working Capital Facility”)	187		350
Cheniere Revolving Credit Facility	750		—

For additional information regarding our debt agreements, see Note 10—Debt of ~~$990.1 million available~~our Notes to ~~Cheniere. In addition, we had current~~Consolidated Financial Statements in this quarterly report and ~~non-current restricted cash~~Note 12—Debt of ~~$858.7 million (which included current and non-current restricted cash available~~our Notes to ~~us and~~Consolidated Financial Statements in our ~~subsidiaries) designated~~annual report on Form 10-K for the following purposes: $192.8 million for the CCL Project; $325.6 million for the SPL Project; $127.5 million due to restrictions under the 2016 CQP Credit Facilities; $129.1 million for interest payments related to the SPLNG Senior Notes; and $83.7 million for other restricted purposes.year ended December 31, 2016.

Cheniere

Convertible Notes

In November 2014, we issued an aggregate principal amount of $1.0 billion of Convertible Unsecured Notes due 2021 (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. The initial conversion price was $93.64 and is subject to adjustment upon the occurrence of certain specified events. We have the option to satisfy the conversion obligation with cash, common stock or a combination thereof.

In March 2015, we issued ~~the~~ $625.0 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. 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. The conversion rate is subject to adjustment upon the occurrence of certain specified events. 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.

Cheniere ~~Holdings~~Revolving Credit Facility

In March 2017, we entered into the Cheniere ~~Holdings was formed~~Revolving Credit Facility that may be used 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. No advances or letters of credit under the Cheniere Revolving Credit Facility were available until either (1) Cheniere’s unrestricted cash and cash equivalents are less than $500 million or (2) Train 4 of the SPL Project has achieved substantial completion.

The Cheniere Revolving Credit Facility matures on March 2, 2021 and contains representations, warranties and affirmative and negative covenants customary for companies like Cheniere 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) $100 million.

The Cheniere Revolving Credit Facility is secured by usa first priority security interest (subject to ~~hold~~permitted liens and other customary exceptions) in substantially all of our ~~Cheniere Partners limited partner~~assets, including our interests ~~thereby allowing us to segregate~~in our ~~lower risk, stable, cash flow generating assets~~direct subsidiaries (excluding CCH HoldCo II).

Cash Receipts from ~~our higher risk, early stage development projects and marketing activities.~~ Subsidiaries

As of September 30, ~~2016,~~2017, we had an ~~80.1%~~82.7% direct ownership interest in Cheniere Holdings. We receive dividends on our Cheniere Holdings shares from the distributions that Cheniere Holdings receives from Cheniere ~~Partners, and we receive management fees for managing Cheniere Holdings.~~Partners. We received ~~$11.1 million and $11.0~~$11 million in dividends on our Cheniere Holdings common shares during ~~the nine months ended September 30, 2016 and 2015, respectively, and $0.8 million of management fees from Cheniere Holdings during~~ each of the nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

~~Cheniere Partners~~

Our ownership interest in the Sabine Pass LNG terminal is held through Cheniere Partners. As of September 30, ~~2016,~~2017, we ~~own 80.1%~~owned 82.7% of Cheniere Holdings, which ~~owns~~owned a ~~55.9% limited partner~~48.6% interest in Cheniere Partners in the form of ~~11,963,488~~104.5 million common units ~~45,333,334 Class B units~~ and ~~135,383,831~~135.4 million subordinated units. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners.

~~Prior to the initial public offering by Cheniere Holdings, we received quarterly equity distributions from Cheniere Partners related to our limited partner and 2% general partner interests.~~ We ~~will continue to~~ receive quarterly equity distributions from Cheniere Partners related to our 2% general partner ~~interest, and we~~interest. Cheniere Partners’ distributions are being funded from accumulated operating surplus.

We also receive fees for providing management services to Cheniere Holdings, Cheniere Partners, SPLNG, SPL and CTPL. We received ~~$1.5 million in distributions on our general partner interest during each of the nine months ended September 30, 2016 and 2015, and we received $100.1~~$87 million and ~~$66.4~~$101 million in total service fees from Cheniere Holdings, Cheniere Partners, SPLNG, SPL and CTPL during the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Cheniere Partners’ Class B Units

On August 2, 2017, Cheniere Partners’ Class B units mandatorily converted into common ~~unit~~units in accordance with the terms of Cheniere Partners’ partnership agreement. Upon conversion of the Class B units, Cheniere Holdings, Blackstone CQP Holdco LP (“Blackstone CQP Holdco”) and ~~general partner distributions are being funded from accumulated operating surplus. We have not received distributions on our~~the public owned a 48.6%, 40.3% and 9.1% interest in Cheniere Partners, respectively. Cheniere

Holdings’ ownership percentage includes its subordinated units ~~with respect~~and Blackstone CQP Holdco’s ownership percentage excludes any common units that may be deemed to the quarters ended on or after June 30, 2010. Cheniere Partners will not make distributions on our subordinated units until it generates additional cash flow from SPLNG, SPL, CTPL or other new business, which would be ~~used to make quarterly distributions on our subordinated units before any increase in distributions to the common unitholders.~~beneficially owned by The Blackstone Group, L.P., an affiliate of Blackstone CQP Holdco.

Cheniere Partners’ Class B units ~~are~~were subject to conversion, mandatorily or at the option of the Class B unitholders under specified circumstances, into a number of common units based on the then-applicable conversion value of the Class B units. The Cheniere Partners Class B units ~~are~~were not entitled to cash distributions except in the event of a liquidation of Cheniere Partners, a merger, consolidation or other combination of Cheniere Partners with another person or the sale of all or substantially all of the assets of Cheniere Partners. On a quarterly basis beginning on the initial purchase date of the Class B units, the conversion value of the Class B units ~~increases~~increased at a compounded rate of 3.5% per quarter, subject to an additional upward adjustment for certain equity and debt financings. The accreted conversion ratio of the Class B units owned by Cheniere Holdings and Blackstone CQP Holdco LP (“Blackstone CQP Holdco”) was 1.80 and 1.77, respectively, as of September 30, 2016. We expect the Class B units to mandatorily convert into common units within 90 days of the substantial completion date of Train 3 of the SPL Project, which Cheniere Partners currently expects to occur before June 30, 2017. If the Class B units are not mandatorily converted by July 2019, the holders of the Class B units have the option to convert the Class B units into common units at that time. The holders of Class B units have a preference over the holders of the subordinated units in the event of our liquidation or a merger, consolidation or other combination of us with another person or the sale of all or substantially all of our assets.

The Class B units were issued at a discount to the market price of ~~the~~ Cheniere ~~Partners~~Partners’ common units into which they ~~are~~were convertible. This discount, totaling ~~$2,130.0~~$2,130 million, ~~represents~~represented a beneficial conversion feature. The beneficial conversion feature iswas similar to a dividend that ~~will be~~was distributed with respect to any Class B unit from its issuance date through its conversion date, ~~resulting~~which resulted in an increase in Class B unitholders’ equity and a decrease in common and subordinated unitholders’ equity, including our equity interest in Cheniere Partners. Cheniere Partners ~~amortizes~~amortized the beneficial conversion feature ~~assuming a~~through the mandatory conversion date ~~of August 2017, although actual conversion may occur prior to or after this assumed date.~~as a non-cash adjustment. Deemed dividends represented by the amortization of the beneficial conversion feature allocated to the Class B units held by Blackstone CQP Holdco ~~are~~were included in net ~~loss~~income (loss) attributable to non-controlling interest and ~~result~~resulted in a reduction of income available to common stockholders. The impact to net ~~loss~~income (loss) attributable to non-controlling interest due to the amortization of the beneficial conversion feature was ~~$6.8~~$370 million and ~~$9.3~~$7 million during the three months ended September 30, 2017 and 2016, respectively, and $748 million and $10 million during the nine months ended September 30, 2017 and 2016, respectively. ~~The anticipated~~There will be no further impact to net ~~loss~~income (loss) attributable to non-controlling interest due to the amortization of the beneficial conversion feature ~~based on~~during the ~~assumed~~year ending December 31, 2017.

~~conversion~~Cheniere Partners

2025 CQP Senior Notes

In September 2017, CQP issued an aggregate principal amount of $1.5 billionof the 2025 CQP Senior Notes, which are jointly and severally guaranteed by each of CQP’s subsidiaries other than SPL and, subject to certain conditions governing the release of its guarantee, Sabine Pass LNG-LP, LLC (the “CQP Guarantors”). Net proceeds of the offering of approximately $1.5 billion, after deducting the initial purchasers’ commissions and estimated fees and expenses, were used to prepay a portion of the outstanding indebtedness under the 2016 CQP Credit Facilities.

The 2025 CQP Senior Notes are governed by an indenture (the “CQP Indenture”), which contains customary terms and events of default and certain covenants that, among other things, limit the ability of CQP 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, 2020, CQP may redeem all or a part of the 2025 CQP Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the 2025 CQP Senior Notes redeemed, plus the “applicable premium” set forth in the CQP Indenture, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 1, 2020, CQP may redeem up to 35% of the aggregate principal amount of the 2025 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 105.250% of the aggregate principal amount of the 2025 CQP Senior Notes redeemed, plus accrued and ~~ownership~~unpaid interest, asif any, to the date of redemption. CQP also may at any time on or after October 1, 2020 through the maturity date of October 1, 2025, redeem the 2025 CQP Senior Notes, in whole or in part, at the redemption prices set forth in the CQP Indenture.

The 2025 CQP Senior Notes are CQP’s senior obligations, ranking equally in right of payment with CQP’s other existing and future unsubordinated debt and senior to any of its future subordinated debt. The 2025 CQP Senior Notes will be secured alongside the 2016 CQP Credit Facilities on a first-priority basis (subject to permitted encumbrances) with liens on (1) substantially all the existing and future tangible and intangible assets and rights of CQP and the CQP Guarantors and equity interests in the CQP Guarantors (except, in each case, for certain excluded properties set forth in the 2016 CQP Credit Facilities) and (2) substantially all of the real property of SPLNG (except for excluded properties referenced in the 2016 CQP Credit Facilities). Upon the release of the liens securing the 2025 CQP Senior Notes, the limitation on liens covenant under the CQP Indenture will continue to govern the incurrence of liens by CQP and the CQP Guarantors.

2016 CQP Credit Facilities

In February 2016, Cheniere Partners entered into the 2016 CQP Credit Facilities. The 2016 CQP Credit Facilities consist of: (1) a $450 million CTPL tranche term loan that was used to prepay the $400 million term loan facility (the “CTPL Term Loan”) in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that was used to repay and redeem the approximately $2.1 billion of the senior notes previously issued by SPLNG in November 2016, (3) a $125 million facility that may be used to satisfy a six-month debt service reserve requirement and (4) a $115 million revolving credit facility that may be used for general business purposes. In September 2017, CQP issued the 2025 CQP Senior Notes and the net proceeds of the issuance were used to prepay $1.5 billion of the outstanding indebtedness under the 2016 CQP Credit Facilities. As of September 30, ~~2016, is approximately $33 million~~2017 and ~~$725 million, respectively, for the years ended~~ December 31, 2016, Cheniere Partners had $190 million and ~~2017.~~$195 million of available commitments, $50 million and $45 million aggregate amount of issued letters of credit and $1.1 billion and $2.6 billion of outstanding borrowings under the 2016 CQP Credit Facilities, respectively.

~~LNG Terminal Business~~The 2016 CQP Credit Facilities mature on February 25, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest hedging and interest rate breakage costs. The 2016 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 as long as certain conditions are satisfied. Under the 2016 CQP Credit Facilities, Cheniere Partners is required to hedge not less than 50% of the variable interest rate exposure on its projected aggregate outstanding balance, maintain a minimum debt service coverage ratio of at least 1.15x at the end of each fiscal quarter beginning March 31, 2019 and have a projected debt service coverage ratio of 1.55x in order to incur additional indebtedness to refinance a portion of the existing obligations.

The 2016 CQP Credit Facilities are unconditionally guaranteed by each subsidiary of Cheniere Partners other than (1) SPL and (2) certain subsidiaries of Cheniere Partners owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities.

Sabine Pass LNG Terminal

Liquefaction Facilities

We are developing, constructing and operating the SPL Project at the Sabine Pass LNG terminal adjacent to the existing regasification facilities. We have received authorization from the FERC to site, construct and operate Trains 1 through 6. The following table summarizes the overall project status of the SPL Project as of September 30, 2017:



	SPL Trains 1 & 2		SPL Trains 3 & 4		SPL Train 5
Overall project completion percentage	100%		100%		76.1%
Completion percentage of:
Engineering	100%		100%		100%
Procurement	100%		100%		98.9%
Subcontract work	100%		100%		58.6%
Construction	100%		99.9%		45.1%
Date of expected substantial completion	Train 1	Operational	Train 3	Operational	Train 5	2H 2019
	Train 2	Operational	Train 4	October 2017

We achieved substantial completion of Trains 1, 2 and 3 of the SPL Project and commenced operating activities in May 2016, September 2016 and March 2017, respectively, and subsequently achieved substantial completion of Train 4 of the SPL Project in October 2017.

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 for a 30-year term, which commenced on May 15, 2016, and non-FTA countries for a 20-year term, which commenced on June 3, 2016, 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 for a 25-year term and non-FTA countries for a 20-year term, 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 for a 20-year term, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).

In each case, the terms of these authorizations begin on the earlier of the date of first export thereunder or the date specified in the particular order, which ranges from five to 10 years from the date the order was issued. In addition, SPL received an order providing for a three-year makeup period with respect to each of the non-FTA orders for LNG volumes SPL was authorized but unable to export during any portion of the initial 20-year export period of such order.

In January 2016, the DOE issued an order authorizing SPL to export domestically produced LNG by vessel from the Sabine Pass LNG terminal to FTA countries and non-FTA countries over a two-year period commencing on January 15, 2016, in an aggregate amount up to the equivalent of 600 Bcf of natural gas (however, exports to non-FTA countries under this order, when combined with exports to non-FTA countries under the orders related to Trains 1 through 4 above, may not exceed 1,006 Bcf/yr).

A party to the proceedings requested rehearings of the orders above related to the export of 803 Bcf/yr, 203 Bcf/yr and 503.3 Bcf/yr to non-FTA countries. The DOE issued orders denying rehearing of the orders. The same party petitioned the U.S. Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”) to review (1) the 203 Bcf/yr order to non-FTA countries and the order denying the request for rehearing of the same and (2) the 503.3 Bcf/yr order to non-FTA countries and the order denying the request for rehearing of the same. The Court of Appeals denied the petition relating to the 503.3 Bcf/yr order to non-FTA countries in November 2017, and the time for review of the court’s denial has not yet expired.

Customers

SPL has entered into six fixed price, 20-year SPAs with extension rights with third parties to make available an aggregate amount of LNG that equates to approximately 19.75 mtpa of LNG, which is approximately 88% of the expected aggregate nominal production capacity of Trains 1 through 5. The obligation to make LNG available under the SPAs commences from the date of first commercial delivery for Trains 1 through 5, as specified in each SPA. 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 equal to 115% of Henry Hub per MMBtu of LNG. In certain circumstances, the customers may elect to cancel or suspend deliveries of LNG cargoes, 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. 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 commences upon the start of operations of a specified Train. Under SPL’s SPA with BG, BG has contracted for volumes related to Trains 3 and 4 for which the obligation to make LNG available to BG is expected to commence approximately one year after the date of first commercial delivery for the respective Train.

In aggregate, the fixed fee portion to be paid by the third-party SPA customers is approximately $2.9 billion annually for Trains 1 through 5, with the applicable fixed fees starting from the date of first commercial delivery under the respective SPA from the applicable Train. These fixed fees equal approximately $411 million, $564 million, $650 million, $648 million and $588 million for each of Trains 1 through 5, respectively.

Any LNG produced by SPL in excess of that required for other customers is sold by our integrated marketing function, in fulfilment of various sales commitments.

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 volatility 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 September 30, 2017, SPL has secured up to approximately 2,462 TBtu of natural gas feedstock through long-term and short-term natural gas supply contracts.

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 5 of the SPL Project, under which Bechtel charges a lump sum for all work

performed and generally bears project cost risk 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 prices of the EPC contract for Trains 1 and 2, the EPC contract for Trains 3 and 4 and the EPC contract for Train 5 of the SPL Project are approximately $4.1 billion, $3.9 billion and $3.1 billion, respectively, reflecting amounts incurred under change orders through September 30, 2017. Total expected capital costs for Trains 1 through 5 are estimated to be between $12.5 billion and $13.5 billion before financing costs and between $17.5 billion and $18.5 billion after financing costs including, in each case, estimated owner’s costs and contingencies.

Final Investment Decision on Train 6

We will contemplate making an FID to commence construction of Train 6 of the SPL Project based upon, among other things, entering into an EPC contract, entering into acceptable commercial arrangements and obtaining adequate financing to construct Train 6.

Regasification Facilities

The Sabine Pass LNG terminal has operational regasification capacity of approximately 4.0 Bcf/d and aggregate LNG storage capacity of approximately 16.9 Bcfe. Approximately 2.0 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 Gas & Power North America, Inc. (“Total”) and Chevron U.S.A. Inc. (“Chevron”) has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually 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 2.0 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, continuing until at least 20 years after SPL delivers its first commercial cargo at the SPL Project. SPL entered into a partial TUA assignment agreement with Total, whereby upon substantial completion of Train 3, SPL ~~will progressively gain~~gained access to a portion of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement ~~will provide~~provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to ~~accommodate the development of Trains 5 and 6,~~ provide increased flexibility in managing LNG cargo loading and unloading activity, ~~starting with the commencement of commercial operations of Train 3 and~~ permit SPL to more flexibly manage its LNG storage capacity ~~with~~and accommodate the ~~commencement~~development of ~~Train 1.~~Trains 5 and 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 three and nine months ended September 30, 2017, SPL recorded $7 million and $15 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.

~~Liquefaction Facilities~~

The SPL Project is being developed and constructed at the Sabine Pass LNG terminal adjacent to the existing regasification facilities. We have received authorization from the FERC to site, construct and operate Trains 1 through 6. We commenced construction of Trains 1 and 2 and the related new facilities needed to treat, liquefy, store and export natural gas in August 2012. In May 2016 and September 2016, Trains 1 and 2 achieved substantial completion, respectively. Construction of Trains 3 and 4 and the related facilities commenced in May 2013. In June 2015, we commenced construction of Train 5 and the related facilities. In October 2016, the previously announced planned outage to improve performance of the flare systems at the SPL Project, as well as to perform scheduled maintenance to Train 1 and other facilities, was completed on schedule and budget.

The DOE has authorized the export of domestically produced LNG by vessel from Trains 1 through 4 of the Sabine Pass LNG terminal to FTA countries for a 30-year term, which commenced on May 15, 2016, and to non-FTA countries for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16 mtpa (approximately 803 Bcf/yr of natural gas). The DOE further issued orders authorizing SPL to export domestically produced LNG by vessel from Trains 1 through 4 of the Sabine Pass LNG terminal to FTA countries for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas. Additionally, the DOE issued orders authorizing us to export domestically produced LNG by vessel from Trains 5 and 6 of the Sabine Pass LNG terminal to FTA countries and non-FTA countries for a 20-year term, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa). A party to the proceedings requested rehearings of the orders above related to the export of 803 Bcf/yr, 203 Bcf/yr and 503.3 Bcf/yr to non-FTA countries. The DOE issued orders denying rehearing of the orders related to 803 Bcf/yr and 503.3 Bcf/yr but has not yet issued a final ruling on the rehearing request related to the 203 Bcf/yr. In July 2016, the same party petitioned the U.S. Court of Appeals for the District of Columbia Circuit to review the DOE order related to the export of 503.3 Bcf/yr to non-FTA countries and the order denying the request for rehearing of the same. The appeal is pending. In each case, the terms of these authorizations begin on the earlier of the date of first export thereunder or the date specified in the particular order, which ranges from five to 10 years from the date the order was issued. In addition, we have a three-year makeup period with respect to each of the non-FTA orders for LNG volumes we were unable to export during the initial 20-year export period of

such order. Furthermore, in January 2016, the DOE issued an order authorizing us to export domestically produced LNG by vessel from the Sabine Pass LNG terminal to FTA countries and non-FTA countries over a two-year period commencing on January 15, 2016, in an aggregate amount up to the equivalent of 600 Bcf of natural gas (however, exports to non-FTA countries under this order, when combined with exports to non-FTA countries under the orders related to Trains 1 through 4 above, may not exceed 1,006 Bcf/yr).

As of September 30, 2016, Trains 1 and 2 of the SPL Project had achieved substantial completion. As of September 30, 2016, the overall project completion percentage for Trains 3 and 4 of the SPL Project was approximately 91.8%. As of September 30, 2016, the overall project completion percentage for Train 5 of the SPL Project was approximately 42.8% with engineering, procurement, subcontract work and construction approximately 90.8%, 62.0%, 41.9% and 4.6% complete, respectively. As of September 30, 2016, the overall project completion of each of our Trains was ahead of the contractual schedule. We produced our first LNG from Train 1 of the SPL Project in February 2016 and achieved substantial completion in May 2016. We produced our first LNG from Train 2 of the SPL Project in August 2016 and achieved substantial completion in September 2016. Based on our current construction schedule, Trains 3 and 4 are expected to achieve substantial completion in 2017 and Train 5 is expected to achieve substantial completion in 2019.

~~Customers~~

SPL has entered into six fixed price, 20-year SPAs with third parties to make available an aggregate amount of LNG that equates to approximately 19.75 mtpa of LNG, which is approximately 88% of the expected aggregate nominal production capacity of Trains 1 through 5. The obligation to make LNG available under the SPAs commences from the date of first commercial delivery for Trains 1 through 5, as specified in each SPA. Under these SPAs, the customers will purchase LNG from SPL for a price consisting of a fixed fee (a portion of which is subject to annual adjustment for inflation) per MMBtu of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. In certain circumstances, the customers may elect to cancel or suspend deliveries of LNG cargoes, 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. 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 commences upon the start of operations of a specified Train.

In aggregate, the fixed fee portion to be paid by the third-party SPA customers is approximately $2.9 billion annually for Trains 1 through 5, with the applicable fixed fees starting from the date of first commercial delivery from the applicable Train. These fixed fees equal approximately $411 million, $564 million, $650 million, $648 million and $588 million for each of Trains 1 through 5, respectively.

~~In addition, Cheniere Marketing has entered into an SPA with SPL to purchase, at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers.~~

~~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 volatility 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 September 30, 2016, SPL has secured up to approximately 1,982.0 million MMBtu of natural gas feedstock through long-term natural gas supply contracts.

~~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 5, under which Bechtel charges a lump sum for all work performed and generally bears project cost risk 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 prices of the EPC contract for Trains 1 and 2, the EPC contract for Trains 3 and 4 and the EPC Contract for Train 5 of the SPL Project are approximately $4.1 billion, $3.9 billion and $3.0 billion, respectively, reflecting amounts incurred under change orders through September 30, 2016. Total expected capital costs for Trains 1 through 5 are estimated to be between

~~$12.5 billion and $13.5 billion before financing costs and between $17.0 billion and $18.0 billion after financing costs including, in each case, estimated owner’s costs and contingencies.~~

~~Final Investment Decision on Train 6~~

Capital Resources

We currently expect that SPL’s capital resources requirements with respect to Trains 1 through 5 of the SPL Project will be financed through ~~one or more of the following:~~project debt and borrowings ~~equity contributions from Cheniere Partners~~ and cash flows under the SPAs. We believe that with the net proceeds of borrowings, available commitments under the ~~2015 SPL Credit Facilities, available commitments under the~~ SPL Working Capital Facility ~~(as defined below)~~ and cash flows from operations, we will have adequate financial resources available to complete Trains 1 through 5 of the SPL Project and to meet our currently anticipated capital, operating and debt service requirements. SPL began generating cash flows from operations from the SPL Project in May 2016, when Train 1 achieved substantial completion and initiated operating activities. ~~Additionally, during the three~~Trains 2 and ~~nine months ended~~3 subsequently achieved substantial completion in September ~~30,~~ 2016 weand March 2017, respectively. We realized offsets to LNG terminal costs of ~~$68.3~~$82 million and ~~$214.3~~$68 million in the three months ended September 30, 2017 and 2016, respectively, and $252 million and $214 million in the nine months ended September 30, 2017 and 2016, respectively, that were related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations, during the testing phase for the construction of those Trains ~~1 and 2~~ of the SPL Project. Additionally, SPLNG generates cash flows from the TUAs, as discussed above.

The following table (in millions) 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 September 30, 2017 and December 31, 2016:



	September 30,		December 31,
	2017		2016
Senior notes (1)	$	15,150	$	11,500
Credit facilities outstanding balance (2)	1,090		3,097
Letters of credit issued (3)	721		324
Available commitments under credit facilities (3)	479		2,295
Total capital resources from borrowings and available commitments (4)	$	17,440	$	17,216

(1)

Includes SPL’s 5.625% Senior Secured Notes due 2021, 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”), 2028 SPL Senior Notes and 2037 SPL Senior Notes (collectively, the “SPL Senior Notes”) and CQP’s 2025 CQP Senior Notes.


(2)	Includes 2015 SPL Credit Facilities, SPL Working Capital Facility and CTPL and SPLNG tranche term loans outstanding under the 2016 CQP Credit Facilities.


(3)	Includes 2015 SPL Credit Facilities and SPL Working Capital Facility. Does not include the letters of credit issued or available commitments under the 2016 CQP Credit Facilities, which are not specifically for the Sabine Pass LNG Terminal.


(4)	Does not include Cheniere’s additional borrowings from the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes, which may be used for the Sabine Pass LNG Terminal.

For additional information regarding our debt agreements related to the Sabine Pass LNG Terminal, see Note 10—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 12—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016.

SPL Senior Notes

~~As of September 30, 2016, Cheniere Partners’ subsidiaries had nine series of senior secured notes outstanding:~~

~~$1.7 billion of 2016 SPLNG Senior Notes;~~

~~$0.4 billion of 2020 SPLNG Senior Notes;~~

~~$2.0 billion of 5.625% Senior Secured Notes due 2021 issued by~~The SPL ~~(the “2021 SPL Senior Notes”);~~

~~$1.0 billion of 6.25% Senior Secured Notes due 2022 issued by SPL (the “2022 SPL Senior Notes”);~~

~~$1.5 billion of 5.625% Senior Secured Notes due 2023 issued by SPL (the “2023 SPL Senior Notes”);~~

~~$2.0 billion of 5.75% Senior Secured Notes due 2024 issued by SPL (the “2024 SPL Senior Notes”);~~

$2.0 billion of 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes” and collectively with the 2021 SPL Senior Notes, the 2022 SPL Senior Notes, the 2023 SPL Senior Notes, the 2024 SPL Senior Notes, the 2026 SPL Senior Notes and the 2027 SPL Senior Notes, the “SPL Senior Notes”);

~~$1.5 billion of 2026 SPL Senior Notes; and~~

~~$1.5 billion of~~ ~~2027 SPL Senior Notes~~.

~~Interest on the SPL Senior Notes is payable semi-annually in arrears. Subject to permitted liens, the SPLNG~~ Senior Notes are secured on a pari passu~~first-priority basis by a security interest in all of SPLNG’s equity interests and substantially all of SPLNG’s operating assets. The SPL Senior Notes are secured on a~~ first-priority basis by a security interest in all of the membership interests in SPL and substantially all of SPL’s assets.

~~SPLNG may redeem all or part of its 2016 SPLNG Senior Notes at any time at a redemption price equal to 100% of the principal plus any accrued and unpaid interest plus the greater of:~~

•~~1.0% of the principal amount of the 2016 SPLNG Senior Notes; or~~

the excess of: (1) the present value at such redemption date of (a) the redemption price of the 2016 SPLNG Senior Notes plus (b) all required interest payments due on the 2016 SPLNG Senior Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (2) the principal amount of the 2016 SPLNG Senior Notes, if greater.

SPLNG may redeem all or part of the 2020 SPLNG Senior Notes at any time on or after November 1, 2016 at fixed redemption prices specified in the indenture governing the 2020 SPLNG Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption.

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 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 ~~common indenture~~respective indentures governing the SPL Senior Notes, ~~(the “SPL Indenture”),~~ 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 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.

~~On October 14, 2016, SPLNG issued a notice of redemption to redeem all of its outstanding 2020 SPLNG~~Both the indenture governing the 2037 SPL Senior ~~Notes. The redemption date will be November 30, 2016~~Notes (the ~~“Redemption Date”~~“2037 SPL Senior Notes Indenture”) and the ~~price will be equal to 103.250%~~common indenture governing the remainder of the principal amount of the 2020 SPLNG Senior Notes, plus accrued and unpaid interest and additional interest, if any, on the 2020 SPLNG Senior Notes to, but not including, the Redemption Date. Concurrently with the redemption of the 2020 SPLNG Senior Notes, SPLNG intends to repay all of its outstanding 2016 SPLNG Senior Notes, which mature on the Redemption Date, at a price equal to 100% of the principal amount of the 2016 SPLNG Senior Notes, plus accrued and unpaid interest and additional interest, if any, on the 2016 SPLNG Senior Notes to, but not including, the Redemption Date. The redemption of the 2020 SPLNG Senior Notes and the repayment of the 2016 SPLNG Senior Notes will be funded with borrowings under the 2016 CQP Credit Facilities Cheniere Partners entered into in February 2016, as further described below.

~~Under the indentures governing the SPLNG~~SPL Senior Notes (the ~~“SPLNG Indentures”~~“SPL Indenture”), except for permitted tax distributions, SPLNG may not make distributions until, among other requirements, deposits are made into debt service reserve accounts and a fixed charge coverage ratio test of 2:1 is satisfied. Under the SPL Indenture, 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. During the nine months ended September 30, 2016 and 2015, SPLNG made distributions of $230.4 million and $267.9 million, respectively, after satisfying all the applicable conditions in the SPLNG Indentures.

~~The SPL Indenture includes~~ 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 ~~the 2015 SPL Credit Facilities~~ and the SPL Working Capital Facility. Under the 2037 SPL Senior Notes Indenture and the SPL Indenture, 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.

2015 SPL Credit Facilities

In June 2015, SPL entered into the 2015 SPL Credit Facilities with commitments aggregating $4.6 ~~billion. The 2015 SPL Credit Facilities are being used~~billion to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 5 of the SPL Project. ~~Borrowings~~In February 2017, SPL issued the 2037 SPL Senior Notes and a portion of the net proceeds of the issuance was used to repay the then outstanding borrowings of $369 million under the 2015 SPL Credit Facilities may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. During 2016, in conjunction withFacilities. In March 2017, SPL issued the ~~issuance of the 2026~~2028 SPL Senior Notes and SPL terminated the ~~2027 SPL Senior Notes, SPL prepaid outstanding borrowings and terminated commitments~~remaining available balance of $1.6 billion under the 2015 SPL Credit Facilities for approximately $2.6 billion. These prepayments and termination of commitments resulted in a write-off of debt issuance costs associated with the 2015 SPL Credit Facilities of $25.8 million and $51.8 million during the three and nine months ended September 30, 2016, respectively. As of September 30, 2016, SPL had $2.0 billion of available commitments and no outstanding borrowings under the 2015 SPL Credit Facilities.

Loans under the 2015 SPL Credit Facilities accrue interest at a variable rate per annum equal to, at SPL’s election, LIBOR or the base rate plus the applicable margin. The applicable margin for LIBOR loans ranges from 1.30% to 1.75%, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75%. Interest on LIBOR loans is due and payable at the end of each LIBOR period and interest on base rate loans is due and payable at the end of each quarter. In addition, SPL is required to pay insurance/guarantee premiums of 0.45% per annum on any drawn amounts under the covered tranches of the 2015 SPL Credit Facilities. The 2015 SPL Credit Facilities also require SPL to pay a quarterly commitment fee calculated at a rate per annum equal to either: (1) 40% of the applicable margin, multiplied by the average daily amount of the undrawn commitment, or (2) 0.70% of the undrawn commitment, depending on the applicable 2015 SPL Credit Facility. The principal of the loans made under the 2015 SPL Credit Facilities must be repaid in quarterly installments, commencing with the earlier of June 30, 2020 and the last day of the first full calendar quarter after the completion date of Trains 1 through 5 of the SPL

~~Project. Scheduled repayments are based upon an 18-year amortization profile, with the remaining balance due upon the maturity of the 2015 SPL Credit Facilities.~~

The 2015 SPL Credit Facilities contain conditions precedent for borrowings, as well as customary affirmative and negative covenants. The obligations of SPL under the 2015 SPL Credit Facilities are secured by substantially all of the assets of SPL as well as all of the membership interests in SPL on a ~~pari passu~~ ~~basis with the SPL Senior Notes and SPL Working Capital Facility.~~

Under the terms of the 2015 SPL Credit Facilities, SPL is required to hedge not less than 65% of the variable interest rate exposure of its projected outstanding borrowings, calculated on a weighted average basis in comparison to its anticipated draw of principal. Additionally, SPL may not make any distributions until certain conditions have been met, including that deposits are made into debt service reserve accounts and a debt service coverage ratio test of 1.25:1.00 is satisfied.

~~2013 SPL Credit Facilities~~

In May 2013, SPL entered into four credit facilities aggregating $5.9 billion (collectively, the “2013 SPL Credit Facilities”) to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 4 of the SPL Project. In June 2015, the 2013 SPL Credit Facilities were replaced with the 2015 SPL Credit Facilities.

In March 2015, in conjunction with SPL’s issuance of the 2025 SPL Senior Notes, SPL terminated approximately $1.8 billion of commitments under the 2013 SPL Credit Facilities. This termination and the replacement of the 2013 SPL Credit Facilities with the 2015 SPL Credit Facilities in June 2015 resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 SPL Credit Facilities of $96.3 million for the nine months ended September 30, 2015.

~~CTPL Term Loan~~

In May 2013, CTPL entered into the CTPL Term Loan, which was used to fund modifications to the Creole Trail Pipeline and for general business purposes. In February 2016, CTPL prepaid the full amount of $400.0 million outstanding under the CTPL Term Loan with capital contributions from Cheniere Partners, which in turn was funded with borrowings under the 2016 CQP Credit Facilities. This prepayment resulted in a write-off of unamortized discount and debt issuance costs of $1.5 million during the nine months ended September 30, 2016.

~~2016 CQP Credit Facilities~~

In February 2016, Cheniere Partners entered into the 2016 CQP Credit Facilities. The 2016 CQP Credit Facilities consist of: (1) a $450.0 million CTPL tranche term loan that was used to prepay the $400.0 million CTPL Term Loan in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that will be used to redeem or repay the approximately $2.1 billion of the 2016 SPLNG Senior Notes and the 2020 SPLNG Senior Notes (which must be redeemed or repaid concurrently under the terms of the 2016 CQP Credit Facilities ), (3) the $125.0 million DSR Facility that may be used to satisfy a six-month debt service reserve requirement and (4) a $115.0 million revolving credit facility that may be used for general business purposes. As of September 30, 2016, Cheniere Partners had $2.3 billion of available commitments, $7.5 million aggregate amount of issued letters of credit and $450.0 million of outstanding borrowings under the 2016 CQP Credit Facilities.

The 2016 CQP Credit Facilities accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and adjusted one month LIBOR plus 1.0%), plus the applicable margin. The applicable margin for LIBOR loans is 2.25% per annum, and the applicable margin for base rate loans is 1.25% per annum, in each case with a 0.50% step-up beginning on February 25, 2019. Interest on LIBOR loans is due and payable at the end of each applicable LIBOR period (and at the end of every three month period within the LIBOR period, if any), and interest on base rate loans is due and payable at the end of each calendar quarter.

Cheniere Partners incurred $48.7 million of debt issuance costs during the nine months ended September 30, 2016, and will incur an additional $21.5 million of debt issuance costs when the SPLNG tranche is funded. Cheniere Partners pays a commitment fee equal to an annual rate of 40% of the margin for LIBOR loans multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears. The DSR Facility and the revolving credit facility are both available for the issuance of letters of credit, which incur a fee equal to an annual rate of 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019.

The 2016 CQP Credit Facilities mature on February 25, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest hedging and interest rate breakage costs. The 2016 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 as long as certain conditions are satisfied. Under the terms of the 2016 CQP Credit Facilities, Cheniere Partners is required to hedge not less than 50% of the variable interest rate exposure on its projected aggregate outstanding balance, maintain a minimum debt service coverage ratio of at least 1.15x at the end of each fiscal quarter beginning March 31, 2019 and have a projected debt service coverage ratio of 1.55x in order to incur additional indebtedness to refinance a portion of the existing obligations.

The 2016 CQP Credit Facilities are unconditionally guaranteed by each subsidiary of Cheniere Partners other than: (1) SPL, (2) SPLNG until funding of its tranche term loan and (3) certain of the subsidiaries of Cheniere Partners owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities.

SPL Working Capital Facility

In September 2015, SPL entered into ~~a $1.2 billion Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “SPL Working Capital Facility”), which replaced~~ the ~~$325.0 million Senior Letter of Credit and Reimbursement Agreement that was entered into in April 2014. The~~ SPL Working Capital Facility, which is intended to be used for loans to SPL (“SPL Working Capital Loans”), the issuance of letters of credit on behalf of SPL, as well as for swing line loans to SPL (“SPL Swing Line Loans”), primarily for certain working capital requirements related to developing and placing into operation the SPL Project. SPL may, from time to time, request increases in the commitments under the SPL Working Capital Facility of up to $760 million and, upon the completion of the debt financing of Train 6 of the SPL Project, request an incremental increase in commitments of up to an additional $390 million. As of September 30, 2017 and December 31, 2016, SPL had ~~$764.5~~$479 million and $653 million of available commitments, ~~$337.0~~$721 million and $324 million aggregate amount of issued letters of credit and ~~$98.5~~zero and $224 million of loans outstanding under the SPL Working Capital Facility. As of December 31, 2015, SPL had $1.1 billion of available commitments, $135.2 million aggregate amount of issued letters of credit and $15.0 million of loans outstanding under the SPL Working Capital Facility.

~~The SPL Working Capital~~ Facility, accrues interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the senior facility agent’s published prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and one month LIBOR plus 0.50%), plus the applicable margin. The applicable margin for LIBOR loans under the SPL Working Capital Facility is 1.75% per annum, and the applicable margin for base rate loans under the SPL Working Capital Facility is 0.75% per annum. Interest on Swing Line Loans and loans deemed made in connection with a draw upon a letter of credit (“LC Loans”) is due and payable on the date the loan becomes due. Interest on LIBOR Working Capital Loans is due and payable at the end of each applicable LIBOR period, and interest on base rate Working Capital Loans is due and payable at the end of each fiscal quarter. However, if such base rate Working Capital Loan is converted into a LIBOR Working Capital Loan, interest is due and payable on that date. Additionally, if the loans become due prior to such periods, the interest also becomes due on that date.

SPL pays (1) a commitment fee equal to an annual rate of 0.70% on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding Swing Line Loans and (2) a letter of credit fee equal to an annual rate of 1.75% of the undrawn portion of all letters of credit issued under the SPL Working Capital Facility. If draws are made upon a letter of credit issued under the SPL Working Capital Facility and SPL does not elect for such draw (an “LC Draw”) to be deemed an LC Loan, SPL is required to pay the full amount of the LC Draw on or prior to the business day following the notice of the LC Draw. An LC Draw accrues interest at an annual rate of 2.0% plus the base rate. As of September 30, 2016, no LC Draws had been made upon any letters of credit issued under the SPL Working Capital Facility.respectively.

The SPL Working Capital Facility matures on December 31, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty upon three business days’ notice. LC Loans deemed made in connection with a draw upon a letter of credit have a term of up to one year. SPL Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the SPL Working Capital Facility, (2) the date 15 days after such SPL Swing Line Loan is made and (3) the first borrowing date for a SPL Working Capital Loan or SPL Swing Line Loan occurring at least three business days following the date the SPL Swing Line Loan is made. SPL is required to reduce the aggregate outstanding principal amount of all SPL Working Capital Loans to zero for a period of five consecutive business days at least once each year.

The SPL Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. The obligations of SPL under the SPL Working Capital Facility are secured by substantially all of the assets of SPL as well as all of the membership interests in SPL on a pari passu basis with the SPL Senior ~~Notes and the 2015 SPL Credit Facilities.~~Notes.

Corpus Christi LNG Terminal

Liquefaction Facilities

The CCL Project is being developed and constructed at the Corpus Christi LNG terminal, on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas. In December 2014, we received authorization from the FERC to site, construct and operate Stages 1 and 2 of the CCL Project. ~~In May 2015, we commenced construction~~The following table summarizes the overall project status of Stage 1 of the CCL ~~Project.~~Project as of September 30, 2017:



	CCL Stage 1
Overall project completion percentage	72.4%
Project completion percentage of:
Engineering	100%
Procurement	89.4%
Subcontract work	49.4%
Construction	49.2%
Expected date of substantial completion	Train 1	1H 2019
	Train 2	2H 2019

~~Through the CCL Stage III entities, which are separate~~Train 3 is being commercialized and has all necessary regulatory approvals in place. Separate from the CCH Group, we are also developing ~~two additional Trains and one LNG storage tank at~~ the Corpus Christi ~~LNG terminal~~Expansion Project, adjacent to the CCL ~~Project, along with a second natural gas pipeline, and we~~Project. We commenced the regulatory approval process in June ~~2015.~~2015 and recently began the process of amending our regulatory filings with FERC to incorporate a project design change, from two Trains with an expected aggregate nominal production capacity of approximately 9.0 mtpa to up to seven midscale Trains with an expected aggregate nominal production capacity of approximately 9.5 mtpa.

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

CCL ~~Project to~~ Project—FTA countries for a 25-year term and to non-FTA countries for a 20-year term up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas. ~~Additionally,~~A party to the proceeding requested a rehearing of the authorization to non-FTA countries, which was denied by the DOE in May 2016. In July 2016, the same party petitioned the Court of Appeals to review the authorization to non-FTA countries and the DOE order denying the request for rehearing of the same. The Court of Appeals denied the petition in November 2017, and the time for review of the court’s denial has ~~authorized the export of domestically produced LNG by vessel from the two additional Trains being developed adjacent to the CCL Project to~~ not yet expired.

Corpus Christi Expansion Project—FTA countries for a 20-year term in an amount equivalent to 514 Bcf/yr (approximately 10 mtpa) of natural gas. The application for authorization to export that same 514 Bcf/yr of domestically produced LNG by vessel to non-FTA countries is currently pending atbefore the DOE. We intend to amend our DOE applications consistent with the design change in our amended FERC filings.

In each case, the terms of these authorizations begin on the earlier of the date of first export thereunder or the date specified in the particular order, which ranges from 7 to 10 years from the date the order was issued.

As of September 30, 2016, the overall project completion percentage for Stage 1 of the CCL Project was approximately 43.0% with engineering, procurement and construction approximately 99.3%, 59.0% and 14.4% complete, respectively. The construction of the Corpus Christi Pipeline is planned to commence in early 2017. Based on our current construction schedule, we anticipate that Trains 1 and 2 of the CCL Project will achieve substantial completion in 2019.

Customers

CCL has entered into seven fixed price, 20-year SPAs with extension rights with six third parties to make available an aggregate amount of LNG that equates to approximately 7.7 mtpa of LNG, which is approximately 86% of the expected aggregate nominal production capacity of Trains 1 and 2. The obligation to make LNG available under these SPAs commences from the date of first commercial delivery for Trains 1 and 2, as specified in each SPA. In addition, CCL has entered into one fixed price, 20-year SPA with a third party for another 0.8 mtpa of LNG that commences with the date of first commercial delivery for Train 3. Under these eight SPAs, the customers will purchase LNG from CCL for a price consisting of a fixed fee of $3.50 per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) ~~per MMBtu of LNG~~ plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. In certain circumstances, the customers may elect to cancel or suspend deliveries of LNG cargoes, 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. 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 commences upon the start of operations of a specified Train.

In aggregate, the fixed fee portion to be paid by the third-party SPA customers is approximately $1.4 billion annually for Trains 1 and 2, and $1.5 billion if we make a positive FID with respect to Stage 2 of the CCL Project, with the applicable fixed fees starting from the date of first commercial delivery from the applicable Train. These fixed fees equal approximately $550 million, $846 million and $140 million for each of Trains 1 through 3, respectively.

~~In addition, Cheniere Marketing has entered into SPAs with CCL to purchase, at Cheniere Marketing’s option, any~~Any LNG produced by CCL that is not required for other ~~customers.~~customers is sold by our integrated marketing function, in fulfilment of various sales commitments.

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 volatility 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. ~~We expect~~As of September 30, 2017, CCL has secured up to ~~enter into~~approximately 362 TBtu of natural gas feedstock through long-term natural gas supply ~~contracts under these enabling agreements as and when required for the CCL Project.~~contracts.

Construction

CCL entered into separate lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Stages 1 and 2 of the CCL Project under which Bechtel charges a lump sum for all work performed and generally bears project cost risk 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 ~~prices~~price of the EPC ~~contracts~~contract for ~~Stages~~Stage 1, ~~and 2,~~ which dodoes not include the Corpus Christi Pipeline, ~~are~~is approximately ~~$7.6~~$7.8 billion, ~~and $2.4 billion, respectively,~~ reflecting amounts incurred under change orders through September 30, 2016. Total expected capital costs for Stages 1 and 2 are estimated to be between $12.0 billion and $13.0 billion before financing costs, and between $15.0 billion and $16.0 billion after financing costs including, in each case, estimated owner’s costs and contingencies.2017. Total expected capital costs for Stage 1 ~~only~~and the Corpus Christi Pipeline are estimated to be between $9.0 billion and $10.0 billion before financing costs, and between $11.0 billion and $12.0 billion after financing costs including, in each case, estimated owner’s costs and ~~contingencies.~~contingencies and total expected capital costs for the Corpus Christi Pipeline of between $350 million and $400 million.

Pipeline Facilities

In December 2014, the FERC issued a certificate of public convenience and necessity under Section 7(c) of the Natural Gas Act of 1938, as amended, authorizing CCP to construct and operate the Corpus Christi Pipeline. The Corpus Christi Pipeline is designed to transport 2.25 Bcf/d of natural gas feedstock required by the CCL Project from the existing regional natural gas pipeline grid. The construction of the Corpus Christi Pipeline commenced in January 2017 and is nearing completion.

Final Investment Decision on Stage 2

We will contemplate making an FID to commence construction of Stage 2 of the CCL Project based upon, among other things, entering into acceptable commercial arrangements and obtaining adequate financing to construct the facility.

Capital Resources

We expect to finance the construction costs of the CCL Project from one or more of the following: project financing, operating cash ~~flow~~flows from CCL and CCP and equity contributions to our subsidiaries. The following table (in millions) provides a summary of our capital resources from ~~Cheniere.~~borrowings and available commitments for the CCL Project, excluding equity contributions to our subsidiaries, at September 30, 2017 and December 31, 2016:



	September 30,		December 31,
	2017		2016
Senior notes (1)	$	4,250	$	2,750
11% Convertible Senior Secured Notes due 2025	1,270		1,171
Credit facilities outstanding balance (2)	2,151		2,381
Letters of credit issued (2)	163		—
Available commitments under credit facilities (2)	2,608		3,953
Total capital resources from borrowings and available commitments (3)	$	10,442	$	10,255


(1)	Includes CCH’s 7.000% Senior Secured Notes due 2024 (the “2024 CCH Senior Notes”), 5.875% Senior Secured Notes due 2025 (the “2025 CCH Senior Notes”) and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”).


(2)	Includes 2015 CCH Credit Facility and CCH Working Capital Facility.


(3)	Does not include Cheniere’s additional borrowings from 2021 Cheniere Convertible Unsecured Notes, 2045 Cheniere Convertible Senior Notes and Cheniere Revolving Credit Facility, which may be used for the CCL Project.

For additional information regarding our debt agreements related to the CCL Project, see Note 10—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 12—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016.

2025 CCH HoldCo II Convertible Senior Notes

In May 2015, CCH HoldCo II issued $1.0 billion aggregate principal amount of 11% Convertible Senior Secured Notes due 2025 (the “2025 CCH HoldCo II Convertible Senior Notes”) on a private placement basis. The $1.0 billion principal of the 2025 CCH HoldCo II Convertible Senior Notes will be used to partially fund costs associated with Stage 1 of the CCL Project and the Corpus Christi Pipeline. The 2025 CCH HoldCo II Convertible Senior Notes bear interest at a rate of 11.0% per annum, which is payable quarterly in arrears. Prior to the substantial completion of Train 2 of the CCL Project, interest on the 2025 CCH HoldCo II Convertible Senior Notes will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances. The 2025 CCH HoldCo II Convertible Senior Notes are secured by a pledge by us of 100% of the equity interests in CCH HoldCo II, and a pledge by CCH HoldCo II of 100% of the equity interests in CCH HoldCo I.

~~At CCH HoldCo II’s option, the outstanding~~ 2025 CCH HoldCo II Convertible Senior Notes are convertible ~~into our common stock, provided that our total market capitalization~~ at ~~that time is not less than $10.0 billion, on or after~~ the ~~later~~option of ~~(1) 58 months from May 1, 2015, and (2) the substantial completion of Train 2 of the CCL Project (the “Eligible Conversion Date”). The conversion price for 2025~~ CCH HoldCo II Convertible Senior Notes converted at CCH HoldCo II’s option is the lower of (1) a 10% discount to the average of the daily volume-weighted average price (“VWAP”) of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided, and (2) a 10% discount to the closing price of our common stock on the trading day preceding the date on which notice of conversion is provided. At the option ofor the holders, ~~the 2025 CCH HoldCo II Convertible Senior Notes~~provided that various conditions are ~~convertible on or after the six-month anniversary of the Eligible Conversion Date at a~~

conversion price equal to the average of the daily VWAP of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided. Conversions are also subject to various limitations and conditions.

met. CCH HoldCo II is restricted from making distributions to Cheniere under agreements governing its indebtedness generally until, among other requirements, Trains 1 and 2 of the CCL Project are in commercial operation and a historical debt service coverage ratio and a projected fixed debt service coverage ratio of 1.20:1.00 are achieved.

~~2024~~ CCH Senior Notes

In May ~~2016,~~2017, CCH issued an aggregate principal amount of ~~$1.25~~$1.5 billion of the ~~2024~~2027 CCH Senior ~~Notes. Borrowings under~~Notes, in addition to the existing 2024 CCH Senior Notes ~~accrue interest at a fixed rate of 7.000%,~~ and ~~interest on the 2024~~2025 CCH Senior Notes. The CCH Senior Notes ~~is payable semi-annually in arrears.~~are jointly and severally guaranteed by its subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (“CCP GP”, and collectively with CCL and CCP, the “CCH Guarantors”).

The indenture governing the ~~2024~~ CCH Senior Notes (the “CCH Indenture”) contains 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 ~~guarantor~~CCH Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets.

At any time prior to ~~January 1, 2024,~~six months before the respective dates of maturity for each series of the CCH Senior Notes, CCH may redeem all or a part of such series of the ~~2024~~ CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture, plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time onwithin six months of the respective dates of maturity for each series of the CCH Senior Notes, redeem all or ~~after January 1, 2024 through~~part of such series of the ~~maturity date of June 30, 2024, redeem the 2024~~ CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the ~~2024~~ CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

2015 CCH Credit Facility

In May 2015, CCH entered into the 2015 CCH Credit ~~Facility, which is being used to fund a portion~~Facility. The obligations of ~~the costs associated with the development, construction, operation and maintenance of Stage 1 of the CCL Project and the Corpus Christi Pipeline. Borrowings~~CCH under the 2015 CCH Credit Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. In May 2016, in conjunction with the issuanceare secured by a first priority lien on substantially all of the ~~2024~~assets of CCH ~~Senior Notes,~~and its subsidiaries and by a pledge by CCH ~~prepaid approximately $1.1~~HoldCo I of its limited liability company interests in CCH. As of September 30, 2017 and December 31, 2016, CCH had $2.4 billion and $3.6 billion of available commitments and $2.2 billion and $2.4 billion of outstanding borrowings under the 2015 CCH Credit ~~Facility. This prepayment resulted in a write-off of debt issuance costs associated with the 2015 CCH Credit~~ Facility, of $29.0 million during the nine months ended September 30, 2016. As of September 30, 2016, CCH had $4.1 billion of available commitments and $3.3 billion of outstanding borrowings under the 2015 CCH Credit Facility.respectively.

The principal of the loans made under the 2015 CCH Credit Facility must be repaid in quarterly installments, commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following project completion and (2) a set date determined by reference to the date under which a certain LNG buyer linked to Train 2 of the CCL Project 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 project completion and designed to achieve a minimum projected fixed debt service coverage ratio of 1.55:1.

Loans under the 2015 CCH Credit Facility accrue interest at a variable rate per annum equal to, at CCH’s election, LIBOR or the base rate, plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of Trains 1 and 2 of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion Trains 1 and 2 of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period and interest on base rate loans is due and payable at the end of each quarter. The 2015 CCH Credit Facility also requires CCH to pay a commitment fee at a rate per annum equal to 40% of the margin for LIBOR loans, multiplied by the outstanding undrawn debt commitments.

The obligations of CCH under the 2015 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.

Under ~~the terms of~~ the 2015 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 distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of Trains 1 and 2 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.

~~LNG~~CCH Working Capital Facility

In December 2016, CCH entered into the $350 million CCH Working Capital Facility, which is intended to be used for loans to CCH (“CCH Working Capital Loans”), the issuance of letters of credit on behalf of CCH, as well as for swing line loans to CCH (“CCH Swing Line Loans”) for certain working capital requirements related to developing and ~~Natural Gas Marketing Business~~

~~Cheniere Marketing is engaged~~placing into operation the CCL Project. Loans under the CCH Working Capital Facility are guaranteed by the CCH Guarantors. CCH may, from time to time, request increases in the ~~LNG~~commitments under the CCH Working Capital Facility of up to the maximum allowed under the Common Terms Agreement that was entered into concurrently with the 2015 CCH Credit Facility. CCH did not have any amounts outstanding under the CCH Working Capital Facility as of both September 30, 2017 and ~~natural gas marketing~~December 31, 2016, and CCH had $163 million and zero aggregate amount of issued letters of credit as of September 30, 2017 and December 31, 2016, respectively.

The CCH Working Capital Facility matures on December 14, 2021, and CCH may prepay the CCH Working Capital Loans, CCH Swing Line 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 Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the CCH Working Capital Facility, (2) the date that is ~~developing~~15 days after such CCH Swing Line Loan is made and (3) the first borrowing date for a ~~portfolio~~CCH Working Capital Loan or CCH Swing Line Loan occurring at least four business days following the date the CCH Swing Line Loan is made. CCH is required to reduce the aggregate outstanding principal amount of ~~long-term, short-term~~all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year.

The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and ~~spot LNG SPAs. Cheniere Marketing has purchased, transported~~negative covenants. The obligations of CCH under the CCH Working Capital Facility are secured by substantially all of the assets of CCH and ~~unloaded commercial LNG cargoes into~~ the ~~Sabine Pass LNG terminal~~CCH Guarantors as well as all of the membership interests in CCH and ~~other LNG terminals worldwide~~each of the CCH Guarantors on a pari passu basis with the CCH Senior Notes and ~~has used trading strategies intended to maximize margins on these cargoes. Cheniere Marketing has secured~~ the ~~following rights~~2015 CCH Credit Facility.

Marketing

We market and ~~obligations to support its business:~~

~~pursuant to an SPA with SPL, the right to purchase, at Cheniere Marketing’s option, any~~sell LNG produced by the SPL ~~in excess of that required for other customers;~~

~~pursuant to SPAs with~~Project and the CCL ~~the right to purchase, at Cheniere Marketing’s option, any LNG produced by CCL~~Project that is not required for other ~~customers; and~~

customers through our integrated marketing function. We are developing a portfolio of long-, medium- and short-term SPAs to transport and unload commercial LNG ~~vessel time charters.~~

~~In addition,~~cargoes to locations worldwide, which is primarily sourced by LNG produced by the SPL Project and the CCL Project but supplemented by volume procured from other locations worldwide, as needed. As of September 30, ~~2016, Cheniere Marketing has~~2017, we have sold approximately ~~500 million MMBtu~~480 TBtu of LNG to be delivered to counterparties between ~~2016~~2017 and 2023, with delivery obligations conditional in certain circumstances. The cargoes have been sold ~~with a portfolio of delivery points,~~ either on a Free on Board basis (delivered to the counterparty at the Sabine Pass LNG terminal) or a Delivered at Terminal (“DAT”) basis (delivered to the counterparty at their LNG receiving terminal). ~~Cheniere Marketing has~~We have chartered LNG vessels to be utilized in DAT transactions. In addition, ~~Cheniere Marketing has~~we have entered into a long-term agreement to sell LNG cargoes on a DAT ~~basis. The agreement~~basis that is conditioned upon the buyer achieving certain milestones, including reaching an FID related to certain projects and obtaining related financing.

Cheniere Marketing entered into uncommitted trade finance facilities for up to ~~$470.0~~$450 million primarily to be used for the purchase and sale of ~~natural gas,~~ LNG ~~or other energy products~~ for ultimate resale in the course of its ~~business.~~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 September 30, 2017 and December 31, 2016, Cheniere Marketing had ~~$18.8~~$41 million and $23 million in loans outstanding and ~~$5.8~~$72 million and $12 million, respectively, in standby letters of credit and guarantees 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. We are also in various stages of developing other projects, including infrastructure projects in support of natural gas supply and LNG demand, which, among other things, will require acceptable commercial and financing arrangements before we make an FID. We have ~~proposed the development~~made an equity investment of $55 million in Midship Pipeline, which is developing a pipeline with expected capacity of up to ~~1.4 Bcf/d connecting~~1.44 million Dekatherms per day that will connect new gas production in the Anadarko Basin to Gulf Coast markets, including markets serving the SPL Project and the CCL Project. We expect the regulatory pre-filing process to commence imminently and to file formal applications for the required regulatory permits in 2017. We are also exploring the development of a midscale liquefaction project using electric drive modular Trains, with an expected aggregate nominal production capacity of approximately 9.5 mtpa of LNG.

Sources and Uses of Cash

The following table (in ~~thousands)~~millions) summarizes the sources and uses of our cash, cash equivalents and restricted cash for the nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016. 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.

Nine Months Ended September 30,
2016 2015
Operating cash flows
Net cash used in operating activities $ (199,027 ) $ (274,577 )
Changes in restricted cash for certain operating activities (119,831 ) (92,589 )
Cash, cash equivalents and restricted cash used in operating activities (318,858 )
(367,166 )

Investing cash flows
Net cash used in investing activities (12,206 ) (528,588 )
Use of restricted cash for the acquisition of property, plant and equipment (3,488,263 ) (5,330,526 )
Cash, cash equivalents and restricted cash used in investing activities (3,500,469 ) (5,859,114 )

Financing cash flows

Net cash provided by financing activities 253
395,844
Investment in restricted cash 3,931,648
5,161,701
Cash, cash equivalents and restricted cash provided by financing activities 3,931,901
5,557,545

Net increase (decrease) in cash, cash equivalents and restricted cash 112,574

(668,735 )
Cash, cash equivalents and restricted cash—beginning of period 1,736,231
2,780,131
Cash, cash equivalents and restricted cash—end of period $ 1,848,805
$ 2,111,396



	Nine Months Ended September 30,
	2017			2016
Operating cash flows	$	895		$	(319	)
Investing cash flows	(2,926		)	(3,499		)
Financing cash flows	2,779			3,931

Net increase in cash, cash equivalents and restricted cash	748			113
Cash, cash equivalents and restricted cash—beginning of period	1,827			1,736
Cash, cash equivalents and restricted cash—end of period	$	2,575		$	1,849

Operating Cash Flows

~~Operating~~Our operating cash flows increased from outflows of $319 million during the nine months ended September 30, 2016 ~~and 2015 were $318.9~~to inflows of $895 million ~~and $367.2 million, respectively.~~during the nine months ended September 30, 2017. The ~~decrease~~$1.2 billion increase in operating cash ~~outflows~~inflows in ~~2016~~2017 compared to ~~2015~~2016 was primarily related to increased cash receipts from the sale of LNG cargoes, partially offset by increased operating costs and expenses as a result of the ~~commencement~~ of ~~operations of~~additional Trains that were operating at the SPL Project between the periods. During the nine months ended September 30, 2017, Trains 1 and 2 ofwere operating for nine months and Train 3 was operating for six months, whereas Train 1 was operating for four months and Train 2 was operating for less than a month during the ~~SPL Project~~comparable period in ~~May and September 2016, respectively, and increased cash payout for phantom unit awards.~~2016.

Investing Cash Flows

Investing cash ~~flows~~outflows during the nine months ended September 30, 2017 and 2016 ~~and 2015~~ were ~~$3.5~~$2.9 billion and ~~$5.9~~$3.5 billion, respectively, and ~~are~~were primarily used to fund the construction costs for Trains 1 through 5 of the SPL Project and Trains 1 and 2 of the CCL Project. These costs are capitalized as construction-in-process until achievement of substantial completion. ~~Additionally,~~In addition to cash outflows for construction costs for the SPL Project and the CCL Project, during the nine months ended September 30, ~~2016~~2017, we invested $41 million in our equity method investment Midship Holdings and ~~2015,~~made payments of $18 million primarily for infrastructure to support the CCL Project. Partially offsetting these cash outflows was a $36 million receipt during the nine months ended September 30, 2017 from the return of collateral payments previously paid for the CCL Project. During the nine months ended September 30, 2016, we used ~~$51.3~~$50 million ~~and $111.5 million, respectively,~~ primarily for collateral payments for the CCL Project, payments to ~~pay~~ municipal water districts for water system enhancements that will increase potable water supply to our export terminals and payments made for capital assets purchased pursuant to information technology services ~~agreements, collateral payments for the CCL Project and for investments made in unconsolidated entities.~~agreements.

Financing Cash Flows

Financing cash ~~flows~~inflows during the nine months ended September 30, 2017 were $2.8 billion, primarily as a result of:

issuances of aggregate principal amounts of $800 million of the 2037 SPL Senior Notes and $1.35 billion of the 2028 SPL Senior Notes;

$55 million of borrowings and $369 million of repayments made under the 2015 SPL Credit Facilities;

$110 million of borrowings and $334 million of repayments made under the SPL Working Capital Facility;

$1.2 billion of borrowings under the 2015 CCH Credit Facility;

issuance of aggregate principal amount of $1.5 billion of the 2027 CCH Senior Notes, which was used to prepay $1.4 billion of outstanding borrowings under the 2015 CCH Credit Facility;

$24 million of borrowings and $24 million of repayments made under the CCH Working Capital Facility;

issuance of an aggregate principal amount of $1.5 billion of the 2025 CQP Senior Notes, which was used to prepay $1.5 billion of the outstanding borrowings under the 2016 CQP Credit Facilities;

$17 million in net borrowings under the Cheniere Marketing trade finance facilities;

$85 million of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions;

$60 million of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings; and

$4 million paid for tax withholdings for share-based compensation.

Financing cash inflows during the nine months ended September 30, 2016 were $3.9 billion, primarily as a result of:

$~~450.0~~450 million of borrowings under the 2016 CQP Credit Facilities, which was entered into in February ~~2016~~ to prepay the ~~$400.0~~$400 million CTPL Term Loan;

~~$1.6 billion of borrowings under the 2015 CCH Credit Facility;~~

issuance of an aggregate principal amount of $1.3 billion of the 2024 CCH Senior Notes in May 2016, which were used to prepay $1.1 billion of the outstanding borrowings under the 2015 CCH Credit Facility;

$1.7 billion of borrowings under the 2015 SPL Credit Facilities;

issuance of an aggregate principal amount of $1.5 billion of the 2026 SPL Senior Notes in June 2016, which was used to prepay $1.3 billion of the outstanding borrowings under the 2015 SPL Credit Facilities;

issuance of an aggregate principal amount of $1.5 billion of the 2027 SPL Senior Notes in September 2016, which was used to prepay $1.2 billion of the outstanding borrowings under the 2015 SPL Credit Facilities and pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the SPL Project;

$~~18.8~~314 million of borrowings and $230 million of repayments made under the SPL Working Capital Facility;

$1.6 billion of borrowings under the 2015 CCH Credit Facility;

issuance of an aggregate principal amount of $1.3 billion of the 2024 CCH Senior Notes in May 2016, which were used to prepay $1.1 billion of outstanding borrowings under the 2015 CCH Credit Facility;

$19 million in net borrowings under the Cheniere Marketing trade finance facilities;

$~~313.5 million of borrowings and a $230.0 million repayment made under the SPL Working Capital Facility;~~

~~$116.7~~117 million of debt issuance ~~and deferred financing~~ costs related to up-front fees paid upon the closing of these transactions;

$~~60.2~~60 million of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings; and

$~~18.6~~19 million paid for tax withholdings for share-based compensation.

~~Financing cash flows during the nine months ended September 30, 2015 were $5.6 billion, primarily as a result of:~~

~~issuance of an aggregate principal amount of $2.0 billion of the 2025 SPL Senior Notes in March 2015;~~

~~issuance of an aggregate principal amount of $625.0 million of the 2045 Cheniere Convertible Senior Notes in March 2015, with an original issue discount of 20% for net proceeds of $495.7 million;~~

~~issuance of an aggregate principal amount of $1.0 billion of the 2025 CCH HoldCo II Convertible Senior Notes in May 2015;~~

~~entering into the 2015 CCH Credit Facility in May 2015 and borrowing $2.4 billion under this facility during the nine months ended September 30, 2015;~~

~~entering into the 2015 SPL Credit Facilities in June 2015 and borrowing $250.0 million under this facility during the nine months ended September 30, 2015;~~

~~$519.7 million of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions;~~

~~$60.2 million of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings; and~~

~~$44.3 million~~ ~~paid for tax withholdings for share-based compensation.~~

Results of Operations

The following table summarizes the volumes of operational and commissioning LNG cargoes that were loaded from the SPL Project and recognized on our Consolidated Financial Statements during the three and nine months ended September 30, 2017:



	Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017
(in TBtu)	Operational		Commissioning		Operational		Commissioning
Volumes loaded during the current period	144		18		439		44
Volumes loaded during the prior period but recognized during the current period	14		—		19		—
Less: volumes loaded during the current period and in transit at the end of the period	(7	)	(4	)	(7	)	(4	)
Total volumes recognized in the current period	151		14		451		40

Our consolidated net loss attributable to common stockholders was ~~$100.4~~$289 million, or ~~$0.44~~$1.24 per share (basic and diluted), in the three months ended September 30, ~~2016,~~2017, compared to a net loss attributable to common stockholders of ~~$297.8~~$101 million, or ~~$1.31~~$0.44 per share (basic and diluted), in the three months ended September 30, ~~2015.~~2016. This ~~$197.4~~$188 million ~~decrease~~increase in net loss in ~~2016~~2017 was primarily a result of ~~decreased derivative loss,~~increased allocation of net ~~and increased~~ income ~~from operations, which was partially offset by~~to non-controlling interest, increased interest expense, net of amounts capitalized, and ~~restructuring expense.~~increased derivative loss, net associated with interest rate derivative activity, which were partially offset by increased income from operations.

Our consolidated net loss attributable to common stockholders was ~~$719.7~~$520 million, or $2.24 per share (basic and diluted), in the nine months ended September 30, 2017, compared to a net loss attributable to common stockholders of $720 million, or $3.15 per share (basic and diluted), in the nine months ended September 30, ~~2016, compared to a net loss attributable to common stockholders of $684.0~~2016. This $200 million ~~or $3.02 per share (basic and diluted), in the nine months ended September 30, 2015. This $35.7 million increase~~decrease in net loss in ~~2016~~2017 was

primarily a result of increased income from operations and decreased derivative loss, net associated with interest rate derivative activity, which were partially offset by increased allocation of net income to non-controlling interest and increased interest expense, net of amounts ~~capitalized,~~capitalized.

In August 2017, Hurricane Harvey struck the Texas and ~~restructuring expense, which~~Louisiana coasts, and the Sabine Pass LNG terminal experienced a temporary suspension in construction and LNG loading operations. Construction on the Corpus Christi LNG terminal was ~~partially offset by decreased loss from operations.~~also suspended. Neither terminal sustained significant damage, and the effects of Hurricane Harvey did not have a material impact on our Consolidated Financial Statements.

Revenues


	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2016		2015			Change			2016		2015			Change
(in millions)																	2017		2016		Change		2017		2016		Change
LNG revenues																	$	1,332	$	399	$	933	$	3,646	$	512	$	3,134
Regasification revenues	$	66,970	$	66,597		$	373		$	198,143	$	199,888		$	(1,745	)	65		64		1		195		194		1
LNG revenues (losses)	398,554		(1,557		)	400,111			511,993		(1,601		)	513,594
Other revenues	149		1,019			(870		)	1,445		4,166			(2,721		)	5		2		3		12		5		7
Other—related party																	1		—		1		2		—		2
Total revenues	$	465,673	$	66,059		$	399,614		$	711,581	$	202,453		$	509,128		$	1,403	$	465	$	938	$	3,855	$	711	$	3,144



Delaware	001-16383	95-4352386
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

700 Milam Street, Suite 1900
Houston, Texas		77002
(Address of principal executive offices)		(Zip ~~code)~~Code)



	Definitions	1
Part I. Financial Information
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statement of Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3028

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4948

Item 4.	Controls and Procedures	5049

Part II. Other Information
Item 1.	Legal Proceedings	5150

Item 1A.	Risk Factors	5150

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

~~Item 5.~~	~~Other Information~~	5250

Item 6.	Exhibits	5351

	Signatures	5553


	September 30,			December 31,			September 30,			December 31,
	2016			2015			2017			2016
ASSETS	(unaudited)						(unaudited)
Current assets
Cash and cash equivalents	$	990,132		$	1,201,112		$	919		$	876
Restricted cash	827,545			503,397			1,590			860
Accounts and other receivables	154,167			5,749			264			218
Accounts receivable—related party							1			—
Inventory	63,853			18,125			133			160
Derivative assets							12			24
Other current assets	69,030			54,203			112			100
Total current assets	2,104,727			1,782,586			3,031			2,238

Non-current restricted cash	31,128			31,722			66			91
Property, plant and equipment, net	19,891,666			16,193,907			23,466			20,635
Debt issuance costs, net	294,059			378,677			159			277
Non-current derivative assets	11,247			30,887			37			83
Goodwill	76,819			76,819			77			77
Other non-current assets	279,434			314,455
Other non-current assets, net							298			302
Total assets	$	22,689,080		$	18,809,053		$	27,134		$	23,703

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	38,569		$	22,820		$	59		$	49
Accrued liabilities	699,996			427,199			722			637
Current debt, net	1,781,511			1,673,379
Current debt							41			247
Deferred revenue	26,709			26,669			134			73
Derivative liabilities	61,829			35,201			55			71
Other current liabilities	264			—
Total current liabilities	2,608,878			2,185,268			1,011			1,077

Long-term debt, net	19,033,513			14,920,427			24,923			21,688
Non-current deferred revenue	6,500			9,500			2			5
Non-current derivative liabilities	268,601			79,387			52			45
Other non-current liabilities	65,849			53,068			63			49

Commitments and contingencies (see Note 16)
Commitments and contingencies (see Note 15)

Stockholders’ equity
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued	—			—			—			—
Common stock, $0.003 par value
Authorized: 480.0 million shares at September 30, 2016 and December 31, 2015
Issued and outstanding: 235.1 million shares and 235.6 million shares at September 30, 2016 and December 31, 2015, respectively	705			708
Treasury stock: 12.1 million shares and 11.6 million shares at September 30, 2016 and December 31, 2015, respectively, at cost	(372,531		)	(353,927		)
Authorized: 480.0 million shares at September 30, 2017 and December 31, 2016
Issued: 250.1 million shares at September 30, 2017 and December 31, 2016
Outstanding: 237.8 million shares and 238.0 million shares at September 30, 2017 and December 31, 2016, respectively							1			1
Treasury stock: 12.3 million shares and 12.2 million shares at September 30, 2017 and December 31, 2016, respectively, at cost							(378		)	(374		)
Additional paid-in-capital	3,112,753			3,075,317			3,238			3,211
Accumulated deficit	(4,343,646		)	(3,623,948		)	(4,754		)	(4,234		)
Total stockholders’ deficit	(1,602,719		)	(901,850		)	(1,893		)	(1,396		)
Non-controlling interest	2,308,458			2,463,253			2,976			2,235
Total equity	705,739			1,561,403			1,083			839
Total liabilities and equity	$	22,689,080		$	18,809,053		$	27,134		$	23,703


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenues
LNG revenues													$	1,332		$	399		$	3,646		$	512
Regasification revenues	$	66,970		$	66,597		$	198,143		$	199,888		65			64			195			194
LNG revenues (losses)	398,554			(1,557		)	511,993			(1,601		)
Other revenues	149			1,019			1,445			4,166			5			2			12			5
Other—related party													1			—			2			—
Total revenues	465,673			66,059			711,581			202,453			1,403			465			3,855			711

Operating costs and expenses
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)	252,343			(24,214		)	352,559			(22,077		)
Cost of sales (excluding depreciation and amortization expense shown separately below)													824			253			2,140			353
Operating and maintenance expense	61,610			17,963			143,489			71,396			114			61			309			143
Development expense	1,546			4,935			4,709			37,640			3			2			7			5
Selling, general and administrative expense	59,418			97,332			196,999			263,205			64			59			179			197
Depreciation and amortization expense	49,212			21,638			106,082			59,561			92			49			252			106
Restructuring expense	26,241			—			49,196			—			—			26			6			49
Impairment expense	—			396			10,095			572
Other	27			83			189			348
Impairment expense and loss on disposal of assets													9			—			15			10
Total operating costs and expenses	450,397			118,133			863,318			410,645			1,106			450			2,908			863

Income (loss) from operations	15,276			(52,074		)	(151,737		)	(208,192		)	297			15			947			(152		)

Other income (expense)
Interest expense, net of capitalized interest	(148,053		)	(93,566		)	(330,357		)	(238,664		)	(186		)	(148		)	(539		)	(330		)
Loss on early extinguishment of debt	(25,765		)	—			(82,537		)	(96,273		)	(25		)	(26		)	(100		)	(83		)
Derivative gain (loss), net	29,327			(161,482		)	(242,228		)	(242,123		)	(2		)	30			(37		)	(242		)
Other income (expense)	437			(39		)	(5,564		)	616			4			—			11			(6		)
Total other expense	(144,054		)	(255,087		)	(660,686		)	(576,444		)	(209		)	(144		)	(665		)	(661		)

Loss before income taxes and non-controlling interest	(128,778		)	(307,161		)	(812,423		)	(784,636		)
Income (loss) before income taxes and non-controlling interest													88			(129		)	282			(813		)
Income tax benefit (provision)	(1,638		)	69			(1,911		)	(102		)	2			(2		)	1			(2		)
Net loss	(130,416		)	(307,092		)	(814,334		)	(784,738		)
Less: net loss attributable to non-controlling interest	(29,974		)	(9,284		)	(94,636		)	(100,726		)
Net income (loss)													90			(131		)	283			(815		)
Less: net income (loss) attributable to non-controlling interest													379			(30		)	803			(95		)
Net loss attributable to common stockholders	$	(100,442	)	$	(297,808	)	$	(719,698	)	$	(684,012	)	$	(289	)	$	(101	)	$	(520	)	$	(720	)

Net loss per share attributable to common stockholders—basic and diluted	$	(0.44	)	$	(1.31	)	$	(3.15	)	$	(3.02	)	$	(1.24	)	$	(0.44	)	$	(2.24	)	$	(3.15	)

Weighted average number of common shares outstanding—basic and diluted	228,924			227,126			228,463			226,648			232.6			228.9			232.5			228.5



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 ~~consisting primarily of methane (CH~~₄)that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is ~~in liquid form at near atmospheric pressure~~ 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


	Total Stockholders’ Equity																							Total Stockholders’ Equity
	Common Stock					Treasury Stock				Additional Paid-in Capital				Accumulated Deficit			Non-controlling Interest				Total Equity			Common Stock				Treasury Stock				Additional Paid-in Capital		Accumulated Deficit			Non-controlling Interest			Total Equity
	Shares		Par Value Amount			Shares	Amount						Shares				Non-controlling Interest			Par Value Amount					Shares		Amount					Additional Paid-in Capital		Accumulated Deficit			Non-controlling Interest			Total Equity
Balance at December 31, 2015	235,639		$	708		11,649	$	(353,927	)	Additional Paid-in Capital			$	Accumulated Deficit	3,075,317		$	(3,623,948	)		Total Equity		$	2,463,253		$	1,561,403
Exercise of stock options	2		—			—	—			50				—			—				50
Balance at December 31, 2016																								238.0		$	1	12.2	$	(374	)	$	3,211	$	(4,234	)	$	2,235		$	839
Issuance of stock to acquire additional interest in Cheniere Holdings																								—		—		—	—			2		—			(2		)	—
Issuances of restricted stock	273		1			—	—			(1		)		—			—				—			0.1		—		—	—			—		—			—			—
Forfeitures of restricted stock	(377	)	(2		)	10	—			2				—			—				—			(0.2	)	—		—	—			—		—			—			—
Share-based compensation	—		—			—	—			36,526				—			—				36,526			—		—		—	—			25		—			—			25
Shares repurchased related to share-based compensation	(464	)	(2		)	464	(18,604		)	2				—			—				(18,604		)	(0.1	)	—		0.1	(4		)	—		—			—			(4		)
Loss attributable to non-controlling interest	—		—			—	—			—				—			(94,636		)		(94,636		)
Equity portion of convertible notes, net	—		—			—	—			857				—			—				857
Net income attributable to non-controlling interest																								—		—		—	—			—		—			803			803
Distributions to non-controlling interest	—		—			—	—			—				—			(60,159		)		(60,159		)	—		—		—	—			—		—			(60		)	(60		)
Net loss	—		—			—	—			—				(719,698		)	—				(719,698		)	—		—		—	—			—		(520		)	—			(520		)
Balance at September 30, 2016	235,073		$	705		12,123	$	(372,531	)	$	3,112,753			$	(4,343,646	)	$	2,308,458			$	705,739
Balance at September 30, 2017																								237.8		$	1	12.3	$	(378	)	$	3,238	$	(4,754	)	$	2,976		$	1,083



	September 30, 2017
Cash and cash equivalents	$	919
Restricted cash	1,590
Non-current restricted cash	66
Total cash, cash equivalents and restricted cash	$	2,575


	Fair Value Measurements as of																					Fair Value Measurements as of
	September 30, 2016											December 31, 2015										September 30, 2017											December 31, 2016
	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			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
SPL Interest Rate Derivatives liability	$	—		$	(15,948	)	$	—	$	(15,948	)	$	—	$	(8,740	)	$	—	$	(8,740	)	$	—		$	—		$	—	$	—		$	—		$	(6	)	$	—	$	(6	)
CQP Interest Rate Derivatives liability	—			(12,166		)	—		(12,166		)	—		—			—		—
CQP Interest Rate Derivatives asset																						—			14			—		14			—			13			—		13
CCH Interest Rate Derivatives liability	—			(297,539		)	—		(297,539		)	—		(104,999		)	—		(104,999		)	—			(79		)	—		(79		)	—			(86		)	—		(86		)
Liquefaction Supply Derivatives asset (liability)	(105		)	(275		)	12,480		12,100			—		(25		)	32,492		32,467			—			(1		)	29		28			(4		)	(2		)	79		73
LNG Trading Derivatives asset (liability)	284			(632		)	—		(348		)	—		1,053			—		1,053			(21		)	—			—		(21		)	2			(5		)	—		(3		)
Natural Gas Derivatives liability	—			—			—		—			—		(66		)	—		(66		)
FX Derivatives liability	—			(1,193		)	—		(1,193		)	—		—			—		—
FX Derivatives asset (liability)																						—			—			—		—			—			—			—		—



	Net Fair Value Asset (in ~~thousands)~~millions)	Valuation Technique	Significant Unobservable Input	Significant Unobservable Inputs Range
Physical Liquefaction Supply Derivatives	$~~12,480~~29	Income Approach	Basis Spread	$~~(0.35)~~(0.370) - ~~$(0.03)~~$0.081


(1)	Does not include the decrease in fair value of ~~$0.7~~$1 million related to the realized gains capitalized during the nine months ended September 30, 2016.


~~(2)~~	~~Transferred to Level 2 as a result of observable market for the underlying natural gas supply contracts.~~


(1)	Does not include collateral of ~~$1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of September 30, 2016.~~


~~(2)~~	~~Does not include collateral of $13.4~~$2 million and ~~$11.0~~$6 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.


~~(3)~~	~~Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015.~~


PART I.	FINANCIAL INFORMATION


(2)	Does not include collateral of $42 million and $10 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, respectively.


(3)	SPL had secured up to approximately 2,462 TBtu and 1,994 TBtu and CCL has secured up to approximately 362 TBtu and zero TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2017 and December 31, 2016, respectively.



		Three Months Ended					Nine Months Ended
	Statement of Operations Location (1)	September 30,					September 30,
	Statement of Operations Location (1)	2017			2016		2017			2016
LNG Trading Derivatives gain (loss)	LNG revenues	$	(16	)	$	9	$	(20	)	$	(3	)
Liquefaction Supply Derivatives loss (2)	Cost of sales	11			11		51			23


(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.


		Fair Value Measurements as of						Fair Value Measurements as of
	Balance Sheet Location	September 30, 2016			December 31, 2015		Balance Sheet Location	September 30, 2017		December 31, 2016
FX Derivatives	Derivative liabilities	$	(1,151	)	$	—	Derivative assets	$	—	$	4
FX Derivatives	Non-current derivative liabilities	(42		)	—		Derivative liabilities	—		(4		)


	Gross Amounts Recognized			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts Presented in the Consolidated Balance Sheets				Gross Amounts Recognized				Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts Presented in the Consolidated Balance Sheets
Offsetting Derivative Assets (Liabilities)
As of September 30, 2016
As of September 30, 2017
CQP Interest Rate Derivatives											$	14			$	—		$	14
CCH Interest Rate Derivatives											(80		)		1			(79		)
Liquefaction Supply Derivatives											35				(1		)	34
Liquefaction Supply Derivatives											(8		)		2			(6		)
LNG Trading Derivatives											2				(1		)	1
LNG Trading Derivatives											(24		)		2			(22		)
As of December 31, 2016
SPL Interest Rate Derivatives	$	(15,948	)		$	—		$	(15,948	)		$	(6	)		$	—		$	(6	)
CQP Interest Rate Derivatives											16				—			16
CQP Interest Rate Derivatives	(12,166		)	—			(12,166		)		(3		)		—			(3		)
CCH Interest Rate Derivatives	(297,539		)	—			(297,539		)		(95		)		9			(86		)
Liquefaction Supply Derivatives	13,740			(546		)	13,194				82				(2		)	80
Liquefaction Supply Derivatives	(2,803		)	1,709			(1,094		)		(11		)		4			(7		)
LNG Trading Derivatives	6,829			(4,687		)	2,142				21				(15		)	6
LNG Trading Derivatives	(5,712		)	3,222			(2,490		)		(17		)		8			(9		)
FX Derivatives	(2,036		)	843			(1,193		)		5				(1		)	4
As of December 31, 2015
SPL Interest Rate Derivatives	$	(8,740	)	$	—		$	(8,740	)
CCH Interest Rate Derivatives	(104,999		)	—			(104,999		)
Liquefaction Supply Derivatives	33,636			(595		)	33,041
Liquefaction Supply Derivatives	(574		)	—			(574		)
LNG Trading Derivatives	1,922			(699		)	1,223
LNG Trading Derivatives	(2,826		)	2,656			(170		)
Natural Gas Derivatives	188			(254		)	(66		)
FX Derivatives											(4		)		—			(4		)


~~(2)~~	Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively


~~(3)~~	~~Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities. See~~ ~~Note 20—Subsequent Events~~ ~~for additional details about the intended repayment of the 2016 SPLNG Senior~~ Notes.


(1)	There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019.


(2)	There is a 0.25% step-up for both LIBOR and base rate loans following the completion of ~~the first two~~ Trains 1 and 2 of the CCL ~~Project.~~Project as defined in the common terms agreement.


	2021 Cheniere Convertible Unsecured Notes			2025 CCH HoldCo II Convertible Senior Notes			2045 Cheniere Convertible Senior Notes			2021 Cheniere Convertible Unsecured Notes			2025 CCH HoldCo II Convertible Senior Notes			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000,000		$	1,000,000		$	625,000		$	1,000		$	1,000		$	625
Debt component, net of discount	$	927,729		$	1,139,667		$	307,559		$	1,006		$	1,270		$	310
Equity component	$	203,892		$	—		$	194,082		$	205		$	—		$	194
Interest payment method	Paid-in-kind			Paid-in-kind (1)			Cash			Paid-in-kind			Paid-in-kind (1)			Cash
Conversion by us (2)	—			(3)			(4)			—			(3)			(4)
Conversion by holders (2)	(5)			(6)			(7)			(5)			(6)			(7)
Conversion basis	Cash and/or stock			Stock			Cash and/or stock			Cash and/or stock			Stock			Cash and/or stock
Conversion value in excess of principal	$	—		$	—		$	—		$	—		$	—		$	—
Maturity date	May 28, 2021			March 1, 2025			March 15, 2045			May 28, 2021			March 1, 2025			March 15, 2045
Contractual interest rate	4.875		%	11.0		%	4.25		%	4.875		%	11.0		%	4.25		%
Effective interest rate(8)	8.3		%	11.9		%	9.4		%	8.2		%	11.9		%	9.4		%
Remaining debt discount and debt issuance costs amortization period ~~(8)~~(9)	4.7 years			4.0 years			28.5 years			3.7 years			3.0 years			27.5 years


(1)	Prior to the substantial completion of Train 2 of the CCL Project, interest will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances.


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


(4)	Redeemable at any time after March 15, 2020 at a redemption price payable in cash 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.


(5)	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.


(6)	Convertible on or after the six-month anniversary of the Eligible Conversion Date, provided that our total market capitalization is not less than $10.0 billion, at a price equal to the average of the daily VWAP of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided.


(8)	Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.


(9)	We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock.


(1)	Includes ~~2016 SPLNG Senior Notes, net of discount; 2020 SPLNG Senior Notes;~~ 2021 SPL Senior Notes, ~~net of premium;~~ 2022 SPL Senior ~~Notes;~~Notes, 2023 SPL Senior Notes, ~~net of premium;~~ 2024 SPL Senior ~~Notes;~~Notes, 2025 SPL Senior ~~Notes;~~Notes, 2026

Description

Expected Date of Adoption

Effect on our Consolidated Financial Statements or Other Significant Matters

ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto

This standard ~~amends~~provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance ~~may be early adopted beginning January 1, 2017, and~~ may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of ~~adoption.~~adoption (“modified retrospective approach”).

January 1, 2018

We ~~are currently evaluating~~continue to evaluate the ~~impact of the provisions~~effect of this ~~guidance~~standard on our Consolidated Financial ~~Statements~~Statements. We plan to adopt this standard using the full retrospective approach. Preliminarily, we do not anticipate that the adoption will have a material impact upon our revenues. Furthermore, we routinely enter into new contracts and ~~related disclosures.~~