~~Impact of COVID-19 and Market Environment~~

•In April 2021, S&P Global Ratings changed the outlook of Cheniere and Cheniere Partners’ ratings to positive from negative.

Results of Operations

The ~~business environment in which we operate has been impacted by~~following charts summarize the ~~recent downturn in the energy market as well as the outbreak of COVID-19~~total revenues and ~~its progression into a pandemic in March 2020. As a result of these developments,~~total LNG volumes loaded from our growth estimates for LNG in 2020 have moderated from previous expectations. Annual LNG demand grew by approximately 13% in 2019 to approximately 360 mtpa. In a report published in the month of April 2020, IHS Markit projected LNG demand in 2020 to reach 363 mtpa, down from a pre-COVID-19 estimate of approximately 377 mtpa. This implies a year-over-year rate of growth of below 1% in 2020 compared to an implied pre-COVID-19 year-over-year growth estimate of approximately 5%. While worldwide demand increased by approximately 5% during the six months ended June 30, 2020 compared to the comparable period of 2019, we expect to potentially see year-over-year declines in some future months as reduced economic activity affects LNG demandLiquefaction Projects (including both operational and high storage inventory levels reduce the need for imports. The robust LNG supply additions over the past several years, along with warmer winters and now strict virus containment measures, have exerted downward pressure on global gas prices. As an example, the Dutch Title Transfer Facility (“TTF”), a virtual trading point for natural gas in the Netherlands, averaged $1.76commissioning volumes) during the three months ended ~~June 30, 2020, 60% lower than~~March 31, 2021 and 2020:

The following table summarizes the ~~comparable period~~volumes of ~~2019, while~~operational and commissioning LNG cargoes that were loaded from the ~~Japan Korean Marker (“JKM”), an LNG benchmark price assessment for spot physical cargoes delivered ex-ship into certain key markets in Asia, averaged $2.68~~Liquefaction Projects, which were recognized on our Consolidated Financial Statements during the three months ended ~~June 30, 2020, 50% lower than~~March 31, 2021:


	Three Months Ended March 31, 2021
(in TBtu)	Operational	Commissioning
Volumes loaded during the current period	448	28
Volumes loaded during the prior period but recognized during the current period	26	3
Less: volumes loaded during the current period and in transit at the end of the period	(32)	(6)
Total volumes recognized in the current period	442	25

Net income attributable to common stockholders


	Three Months Ended March 31,
(in millions, except per share data)		2021		2020		Change
Net income attributable to common stockholders		$	393	$	375	$	18
Net income per share attributable to common stockholders—basic		1.56		1.48		0.08
Net income per share attributable to common stockholders—diluted		1.54		1.43		0.11

Net income attributable to common stockholders increased by $18 million during the three months ended March 31, 2021 from the comparable period in 2020, as increased commodity margins for the three months ended March 31, 2021 were substantially offset by a $414 million decrease in derivative-related after-tax gains attributable to common stockholders. Increases in commodity margins were primarily related to increased margins per MMBtu of ~~2019. As~~LNG delivered, as well as higher than normal contributions from LNG and natural gas portfolio optimization activities due to significant volatility in LNG and natural gas markets during the three months ended March 31, 2021. Comparable period changes in derivative gains (losses) are primarily attributable to the non-recurrence of commodity-related derivative gains from the three months ended March 31, 2020, partially offset by declines in interest rate derivative losses as a result of ~~the weaker LNG market environment, as well as customer-specific variables, we have recently experienced an increase~~favorable shifts in ~~the number of LNG cargoes for which customers have notified us that they will not take delivery. While this may impact~~long-term forward LIBOR curves relative to our ~~expected LNG production, we do not expect it~~economically hedged position.

We enter into derivative instruments to ~~have a material adverse impact~~manage our exposure to (1) changing interest rates, (2) commodity-related marketing and price risks and (3) foreign exchange volatility. Derivative instruments are reported at fair value on our ~~forecasted financial results~~Consolidated Financial Statements. In some cases, the underlying transactions being economically hedged are accounted for ~~2020, due~~under the accrual method of accounting, whereby revenues and expenses are recognized only upon delivery, receipt or realization of the underlying transaction. Because the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, use of derivative instruments may increase the ~~highly contracted nature~~volatility of our ~~business~~results of operations based on changes in market pricing, counterparty credit risk and ~~the fact that customers continue to be obligated to pay fixed fees for cargoes in relation to which they have exercised their contractual right to cancel. As such,~~other relevant factors.

Revenues


	Three Months Ended March 31,
(in millions)		2021		2020		Change
LNG revenues		$	2,999	$	2,568	$	431
Regasification revenues		67		67		—
Other revenues		24		74		(50)

Total revenues		$	3,090	$	2,709	$	381

Total revenues increased during the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 from the comparable period in 2020, primarily as a result of increased revenues per MMBtu.During the three months ended March 31, 2020, we recognized ~~$708~~$53 million ~~and $761 million, respectively,~~ in LNG revenues associated with LNG cargoes for which customers ~~have~~ notified us that they ~~will~~would not take delivery, of which ~~$458 million~~ would have ~~otherwise~~ been recognized subsequent to ~~June 30,~~March 31, 2020 ifhad the cargoes ~~were~~been lifted pursuant to the delivery schedules with the customers. We did not have such revenues during the three months ended March 31, 2021.

~~In addition, in response~~Prior to substantial completion of a Train, amounts received from the sale of commissioning cargoes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train. During the three months ended March 31, 2021, we realized offsets to LNG terminal costs of $191 million, corresponding to 25 TBtu that were related to the ~~COVID-19 pandemic, we have modified~~sale of commissioning cargoes from the Liquefaction Projects. We did not realize any offsets to LNG terminal costs during the three months ended March 31, 2020.

Also included in LNG revenues are sale of certain ~~business~~unutilized natural gas procured for the liquefaction process and ~~workforce practices to protect~~gains and losses from derivative instruments, which include the safety and welfare of our employees who continue to work at our facilities and offices worldwide, as well as implemented certain mitigation efforts to ensure business continuity. In March 2020, we began consultingrealized value associated with a ~~medical advisor,~~portion of derivative instruments that settle through physical delivery. We recognized revenues of $65 million and ~~implemented social distancing through revised shift schedules, work~~$212 million during the three months ended March 31, 2021 and 2020, respectively, related to these transactions.

We expect our LNG revenues to increase in the future with Train 3 of the CCL Project now fully operational and upon Train 6 of the SPL Project becoming operational.

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


	Three Months Ended March 31,
		2021		2020
LNG revenues (in millions):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)		$	2,319	$	1,907
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements		519		325
LNG procured from third parties		96		71
LNG revenues associated with cargoes not delivered per customer notification (2)		—		53
Other revenues and net derivative gains		65		212
Total LNG revenues		$	2,999	$	2,568

Volumes delivered as LNG revenues (in TBtu):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)		381		366
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements		61		93
LNG procured from third parties		14		14
Total volumes delivered as LNG revenues		456		473

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

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

Operating costs and expenses


	Three Months Ended March 31,
(in millions)		2021		2020		Change
Cost of sales		$	1,386	$	724	$	662

Operating and maintenance expense		322		316		6
Development expense		1		4		(3)
Selling, general and administrative expense		81		81		—
Depreciation and amortization expense		236		233		3

Impairment expense and loss on disposal of assets		—		5		(5)

Total operating costs and expenses		$	2,026	$	1,363	$	663

Our total operating costs and expenses increased during the three months ended March 31, 2021 from ~~home policies~~the three months ended March 31, 2020, primarily as a result of increased cost of sales.

Cost of sales includes costs incurred directly for the production and ~~designated remote work locations where appropriate, restricted non-essential business travel~~delivery of LNG from the Liquefaction Projects, to the extent those costs are not utilized for the commissioning process. Cost of sales increased during the three months ended March 31, 2021 from the comparable 2020 period, primarily due to (1) $538 million attributable to the non-recurrence of commodity-related derivative gains from the three months ended March 31, 2020 and began requiring self-screening for employees and contractors. In April 2020, we began providing temporary housing for our workforce for our facilities, implemented temperature testing, incorporated medical and social workers to support employees, enforced prior self-isolation and screening for temporary housing and implemented marine operations with zero contact during loading activities. These measures have resulted(2) increased pricing of natural gas feedstock. Partially offsetting these increases were decreases in ~~increased costs. While response measures continue to evolve and in certain cases moderate, we expect to incur incremental operating~~net costs associated with ~~business continuity~~the sale of certain unutilized natural gas procured for the liquefaction process and ~~protection~~a portion of derivative instruments that settle through physical delivery. Cost of sales also includes port and canal fees, variable transportation and storage costs, net of margins from the sale of natural gas procured for the liquefaction process and other costs to convert natural gas into LNG.

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

Other income (expense)


	Three Months Ended March 31,
(in millions)		2021		2020		Change
Interest expense, net of capitalized interest		$	356	$	412	$	(56)
Loss on modification or extinguishment of debt		55		1		54
Interest rate derivative loss (gain), net		(1)		208		(209)
Other income, net		(6)		(9)		3
Total other expense		$	404	$	612	$	(208)

Interest expense, net of capitalized interest, decreased during the three months ended March 31, 2021 from the comparable 2020 period as a result of lower interest costs as a result of refinancing higher cost debt. During the three months ended March 31, 2021 and 2020, we incurred $417 million and $471 million of total interest cost, respectively, of which we capitalized $61 million and $59 million, respectively, which was primarily related to interest costs incurred for the construction of the Liquefaction Projects.

Loss on modification or extinguishment of debt increased during the three months ended March 31, 2021 from the comparable period in 2020, primarily due to the recognition of $54 million of debt extinguishment costs relating to the payment of early redemption fees and premiums and write off of unamortized debt issuance costs with the redemption of the 2025 CQP Senior Notes.

Interest rate derivative loss, net decreased during the three months ended March 31, 2021 compared to the comparable 2020 period, primarily due to declines in interest rate derivative losses as a result of favorable shifts in long-term forward LIBOR curves relative to our economically hedged position and the settlement of our ~~workforce until~~outstanding derivatives hedged against changes in interest rates that could impact anticipated future issuances of debt by CCH (“CCH Interest Rate Forward Start Derivatives”) in August 2020.

Income tax provision


	Three Months Ended March 31,
(in millions)		2021			2020			Change
Income before income taxes and non-controlling interest		$	660		$	734		$	(74)
Income tax provision		(89)			(131)			42
Effective tax rate		13.5		%	17.8		%

The effective tax rate of 13.5% for the ~~risks associated with~~three months ended March 31, 2021 was lower than the ~~pandemic diminish. As~~21% federal statutory tax rate primarily due to income allocated to non-controlling interest that is not taxable to Cheniere. The effective tax rate of ~~June 30,~~17.8% for the three months ended March 31, 2020 ~~we have incurred approximately $62~~was primarily due to income allocated to non-controlling interest that is not taxable to Cheniere, partially offset by a one-time discrete event related to an internal restructuring resulting in expense of $38 million for the three months ended March 31, 2020. Our effective tax rate may continue to experience volatility prospectively due to variability in our pre-tax and taxable earnings and the proportion of such ~~costs.~~earnings attributable to non-controlling interests.

Net income attributable to non-controlling interest


	Three Months Ended March 31,
(in millions)		2021		2020		Change
Net income attributable to non-controlling interest		$	178	$	228	$	(50)

Net income attributable to non-controlling interest decreased during the three months ended March 31, 2021 from the three months ended March 31, 2020 primarily due to a decrease in consolidated net income recognized by Cheniere Partners. The consolidated net income recognized by Cheniere Partners decreased from $435 million in the three months ended March 31, 2020 to $347 million in the three months ended March 31, 2021, primarily as a result of increased loss on the extinguishment of the 2025 CQP Senior Notes and decreased margins due to the increased pricing of natural gas feedstock, partially offset by decreased interest expense, net of capitalized interest.

Liquidity and Capital Resources

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

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

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

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

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

The following table provides a summary of our liquidity position at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in millions):

June 30, December 31,
2020 2019
Cash and cash equivalents (1) $ 2,039
$ 2,474
Restricted cash designated for the following purposes:
SPL Project 167
181
CCL Project 101
80
Other 237
259
Available commitments under the following credit facilities:
$1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”) —
786
2020 SPL Working Capital Facility 791
—
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”) 750
750
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 667
729
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) 562
665
Cheniere Term Loan Facility (2) 2,620
—



	March 31,		December 31,
	2021		2020
Cash and cash equivalents (1)	$	1,667	$	1,628
Restricted cash designated for the following purposes:

SPL Project	123		97


CCL Project	382		70
Other	226		282
Available commitments under the following credit facilities:

$1.2 billion Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “2020 SPL Working Capital Facility”)	787		787
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)	750		750

Amended and restated CCH Credit Facility (the “CCH Credit Facility”)	—		—
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)	907		767
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)	1,250		1,126
Cheniere Term Loan Facility	372		372

~~(1)~~

~~Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as discussed in~~ ~~Note 8—Non-controlling Interest and Variable Interest Entity~~ of our Notes to Consolidated Financial Statements. As of June 30, 2020 and December 31, 2019, assets of Cheniere Partners, which are included in our Consolidated Balance Sheets, included $1.3 billion and $1.8 billion, respectively, of cash and cash equivalents.


~~(2)~~	In July 2020, we received incremental commitments of $75 million and borrowed $2,323 million under the Cheniere Term Loan Facility, which reduced the available commitment to $372 million following these transactions.

~~For additional information regarding~~(1) Amounts presented include balances held by our ~~debt agreements, see~~consolidated variable interest entity (“VIE”), Cheniere Partners, as discussed in Note ~~10—Debt~~8 —Non-controlling Interest and Variable Interest Entity of our Notes to Consolidated Financial ~~Statements in this quarterly report~~Statements. As of both March 31, 2021 and ~~Note 11—Debt~~December 31, 2020, assets of ~~our Notes to Consolidated Financial Statements~~Cheniere Partners, which are included in our ~~annual report on Form 10-K for the fiscal year ended December 31, 2019.~~Consolidated Balance Sheets, included $1.2 billion of cash and cash equivalents.

Sabine Pass LNG Terminal

Liquefaction Facilities

The SPL Project is one of the largest LNG production facilities in the world. Through Cheniere Partners, we are currently operating five Trains and two marine berths at the SPL ~~Project. We have received authorization from~~Project, and are constructing one additional Train that is expected to be substantially completed in the ~~FERC to site, construct~~first half of 2022, and ~~operate Trains 1 through 6, as well as for the construction of~~ a third marine berth. We have achieved substantial completion of the first five Trains of the SPL Project and commenced commercial operating activities for each Train at various times starting in May 2016. The following table summarizes the project completion and construction status of Train 6 of the SPL Project as of ~~June 30, 2020:~~

March 31, 2021:



						SPL Train 6
Overall project completion percentage						~~63.9%~~83.0%
Completion percentage of:
Engineering						~~96.5%~~99.6%
Procurement						~~91.1%~~99.9%
Subcontract work						~~44.3%~~64.9%
Construction						~~25.3%~~61.7%
Date of expected substantial completion						2H1H 2022

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

•Trains 1 through 4—FTA countries ~~for a 30-year term, which commenced in May 2016,~~ and non-FTA countries ~~for a 20-year term, which commenced in June 2016,~~through December 31, 2050, in an amount up to a combined total of the equivalent of 16 mtpa (approximately 803 Bcf/yr of natural gas).

•Trains 1 through 4—FTA countries ~~for a 25-year term~~ and non-FTA countries ~~for a 20-year term, both of which commenced in~~through December ~~2018,~~31, 2050, in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas (approximately 4 mtpa).

•Trains 5 and 6—FTA countries and non-FTA countries ~~for a 20-year term, which partially commenced in June 2019 and the remainder commenced in September 2019,~~through December 31, 2050, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).

In ~~each case,~~December 2020, the ~~terms of these~~DOE announced a new policy in which it would no longer issue short-term export authorizations ~~began on~~separately from long-term authorizations. Accordingly, the ~~earlier of the date of first export thereunder or the date specified in the particular order. In addition, SPL received an order providing for a three-year makeup period with respect to~~DOE amended each of SPL’s long-term authorizations to include short-term export authority, and vacated 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.~~short-term orders.

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 January 2020, in an aggregate amount up to the equivalent of 600 Bcf of natural gas (however, exports under this order, when combined with exports under the orders above, may not exceed 1,509 Bcf/yr).

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

Customers

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

time of entry into each SPA with the intent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

In aggregate, the annual fixed fee portion to be paid by the third-party SPA customers is approximately $2.9 billion for Trains 1 through 5. After giving effect to an SPA that Cheniere has committed to provide to SPL, ~~by the end of 2020,~~ the annual fixed fee portion to be paid by the third-party SPA customers would increase to at least $3.3 billion, which is expected to occur upon the date of first commercial delivery of Train 6.

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

Natural Gas Transportation, Storage and Supply

To ensure SPL is able to transport adequate natural gas feedstock to the Sabine Pass LNG terminal, it has entered into transportation precedent and other agreements to secure firm pipeline transportation capacity with CTPL and third-party pipeline companies. SPL has entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the SPL Project. SPL has also entered into enabling agreements and long-term natural gas supply contracts with third parties in order to secure natural gas feedstock for the SPL Project. As of ~~June 30, 2020,~~March 31, 2021, SPL had secured up to approximately ~~4,855~~4,974 TBtu of natural gas feedstock through long-term and short-term natural gas supply contracts with remaining terms that range up to 910 years, a portion of which is subject to conditions precedent.

Construction

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

The total contract price of the EPC contract for Train 6 of the SPL Project is approximately $2.5 billion, including estimated costs for the third marine berth that is currently under construction. As of ~~June 30, 2020,~~March 31, 2021, we have incurred ~~$1.6~~$2.0 billion under this contract.

Regasification Facilities

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

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

to SPLNG in accordance with its TUA. During each of the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ SPL recorded ~~$33 million and~~ $32 million ~~respectively, and during the six months ended June 30, 2020 and 2019, SPL recorded $65 million and $40 million, respectively,~~ as operating and maintenance expense under this partial TUA assignment agreement.

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

Capital Resources

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

The following table provides a summary of our capital resources from borrowings and available commitments for the Sabine Pass LNG Terminal, excluding equity contributions to our subsidiaries and cash flows from operations (as described in Sources and Uses of Cash), at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in millions):

June 30, December 31,
2020 2019
Senior notes (1) $ 17,750
$ 17,750
Credit facilities outstanding balance (2) —
—
Letters of credit issued (3) 409
414
Available commitments under credit facilities (3) 1,541
1,536
Total capital resources from borrowings and available commitments (4) $ 19,700
$ 19,700


	March 31,		December 31,

	2021		2020
Senior notes (1)	$	17,750	$	17,750
Credit facilities outstanding balance (2)	—		—
Letters of credit issued (3)	413		413
Available commitments under credit facilities (3)	1,537		1,537
Total capital resources from borrowings and available commitments (4)	$	19,700	$	19,700

~~(1)~~

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


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


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

~~(4)~~

(1) Includes SPL’s 2021 SPL Senior Notes, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023, 5.75% Senior Secured Notes due 2024, 5.625% Senior Secured Notes due 2025, 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes”), 5.00% Senior Secured Notes due 2027 (the “2027 SPL Senior Notes”), 4.200% Senior Secured Notes due 2028 (the “2028 SPL Senior Notes”), 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) and 5.00% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) (collectively, the “SPL Senior Notes”), as well as the 2025 CQP Senior Notes, $1.1 billion of 5.625% Senior Notes due 2026 (the “2026 CQP Senior Notes”), the 4.500% Senior Notes due 2029 (the “2029 CQP Senior Notes”) and the 2031 CQP Senior Notes (collectively, the “CQP Senior Notes”).

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

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

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

~~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 11—Debt~~ ~~of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019.~~

SPL Senior Notes

In May 2020, SPL issued an aggregate principal amount of $2.0 billion of the 2030 SPL Senior Notes. The 2030 SPL Senior Notes accrue interest at a fixed rate of 4.500% per annum, which is payable semi-annually in cash in arrears.

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

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

months of the respective maturity dates for each series of the SPL Senior Notes (except for the 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2030 SPL Senior Notes and 2037 SPL Senior Notes, in which case the time period is within six months of the respective dates of maturity), redeem all or part of such series of the SPL Senior Notes at a redemption price equal to 100% of the principal amount of such series of the SPL Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

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

In ~~connection with the closing of the 2030 SPL Senior Notes offering,~~February 2021, SPL entered into a ~~registration rights~~note purchase agreement ~~(the “SPL Registration Rights Agreement”). Under~~for the ~~SPL Registration Rights Agreement, SPL and any future guarantors~~sale of ~~the 2030 SPL Senior Notes, have agreed to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2030 SPL Senior Notes for a like~~approximately $147 million aggregate principal amount of ~~debt securities of~~the 2.95% SPL ~~with terms identical in all material respects to the 2030~~2037 Senior Secured Notes on a private placement basis. The 2.95% SPL 2037 Senior Secured Notes ~~sought~~are expected to be ~~exchanged (other than with respect~~issued in the second half of 2021, and the net proceeds are expected to ~~restrictions on transfer or~~be used to ~~any increase in annual interest rate) within 360 days after the notes issuance date~~refinance a portion of ~~May 8, 2020. Under specified circumstances,~~SPL’s outstanding Senior Secured Notes due 2022. The 2.95% SPL ~~has agreed to cause to become effective a shelf registration statement relating to resales of the 2030 SPL~~2037 Senior ~~Notes. SPL~~Secured Notes will be ~~obligated to pay additional interest on the 2030 SPL Senior Notes if it fails to comply~~fully amortizing, with ~~its obligations to register the 2030 SPL Senior Notes within the specified time period.~~

a weighted average life of over 10 years.

~~2015 SPL Working Capital Facility~~

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

2020 SPL Working Capital Facility

In March 2020, SPL entered into the 2020 SPL Working Capital Facility with aggregate commitments of $1.2 billion, which replaced the ~~2015~~$1.2 billion Amended and Restated SPL Working Capital ~~Facility.~~Facility (the “2015 SPL Working Capital Facility”). The 2020 SPL Working Capital Facility is intended to be used for loans to SPL, swing line loans to SPL and the issuance of letters of credit on behalf of SPL, primarily for (1) the refinancing of the 2015 SPL Working Capital Facility, (2) fees and expenses related to the 2020 SPL Working Capital Facility, (3) SPL and its future subsidiaries’ gas purchase obligations and (4) SPL and certain of its future subsidiaries’ general corporate purposes. SPL may, from time to time, request increases in the commitments under the 2020 SPL Working Capital Facility of up to $800 million. As of ~~June 30,~~both March 31, 2021 and December 31, 2020, SPL had ~~$791~~$787 million of available commitments, ~~$409~~$413 million aggregate amount of issued letters of credit and no outstanding borrowings under the 2020 SPL Working Capital Facility.

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

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

Cheniere Partners

CQP Senior Notes

The CQP Senior Notes are jointly and severally guaranteed by each of Cheniere Partners’ subsidiaries other than SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP (each a “Guarantor” and collectively, the “CQP Guarantors”). The CQP Senior Notes are governed by the same base indenture (the “CQP Base Indenture”). The ~~2025 CQP Senior Notes are further governed by the First Supplemental Indenture, the~~ 2026 CQP Senior Notes are further governed by the Second Supplemental Indenture, ~~and~~ the 2029 CQP Senior Notes are further governed by the Third Supplemental Indenture and the 2031 CQP Senior Notes are further governed by the Fifth Supplemental Indenture. The indentures governing the CQP Senior Notes contain terms and events of default and certain covenants that, among other

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

At any time prior to ~~October 1, 2020 for the 2025 CQP Senior Notes,~~ October 1, 2021 for the 2026 CQP Senior Notes, ~~and~~ October 1, 2024 for the 2029 CQP Senior Notes and March 1, 2026 for the 2031 CQP Senior Notes, Cheniere Partners may redeem all or a part of the applicable CQP Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the CQP Senior Notes redeemed, plus the “applicable premium” set forth in the respective indentures governing the CQP Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 1, ~~2020 for the 2025 CQP Senior Notes, October 1,~~ 2021 for the 2026 CQP Senior Notes, ~~and~~ October 1, 2024 for the 2029 CQP Senior Notes and March 1, 2024 for the 2031 CQP Senior Notes, Cheniere Partners may redeem up to 35% of the aggregate principal amount of the CQP Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to ~~105.250% of the aggregate principal amount of the 2025 CQP Senior Notes,~~ 105.625% of the aggregate principal amount of the 2026 CQP Senior Notes, ~~and~~ 104.5% of the aggregate principal amount of the 2029 CQP Senior Notes and 104.000% of the aggregate principal amount of the 2031 CQP Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Cheniere Partners also may at any time on or after October 1, ~~2020 through the maturity date of October 1, 2025 for the 2025 CQP Senior Notes, October 1,~~ 2021 through the maturity date of October 1, 2026 for the 2026 CQP Senior Notes, ~~and~~ October 1, 2024 through the maturity date of October 1, 2029 for the 2029 CQP Senior Notes and March 1, 2026 through the maturity date of March 1, 2031 for the 2031 CQP Senior Notes, redeem the CQP Senior Notes, in whole or in part, at the redemption prices set forth in the respective indentures governing the CQP Senior Notes.

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

2019 CQP Credit Facilities

~~In May 2019, Cheniere Partners entered into the 2019~~ CQP ~~Credit Facilities, which consisted of the $750 million term loan (“CQP Term Facility”), which was prepaid and terminated upon issuance of the 2029 CQP Senior Notes in September 2019, and the~~has a $750 million revolving credit facility (“under the 2019 CQP ~~Revolving Facility”).~~Credit Facilities. Borrowings under the 2019 CQP Credit Facilities will be used to fund the development and construction of Train 6 of the SPL Project and for general corporate purposes, subject to a sublimit, and the 2019 CQP Credit Facilities are also available for the issuance of letters of credit. As of both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, Cheniere Partners had $750 million of available commitments and no letters of credit issued or loans outstanding under the 2019 CQP Credit Facilities.

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

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

Corpus Christi LNG Terminal

Liquefaction Facilities

We are currently operating ~~two~~three Trains and ~~one~~two marine ~~berth~~berths at ~~the CCL Project, commissioning one additional Train and constructing an additional marine berth. We have received authorization from the FERC to site, construct and operate Trains 1 through 3 of~~ the CCL Project. We completed construction of Trains 1, 2 and 23 of the CCL Project and commenced commercial operating activities in February 2019, ~~and~~ August 2019 ~~respectively. The following table summarizes the project completion~~ and ~~construction status of Train 3 of the CCL Project, including the related infrastructure, as of June 30, 2020:~~March 2021, respectively.



		~~CCL Train 3~~
~~Overall project completion percentage~~		~~90.5%~~
~~Completion percentage of:~~
~~Engineering~~		~~100.0%~~
~~Procurement~~		~~100.0%~~
~~Subcontract work~~		~~83.2%~~
~~Construction~~		~~77.5%~~
~~Expected date of substantial completion~~		~~1H 2021~~

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

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

•CCL Project—FTA countries ~~for a 25-year term~~ and to non-FTA countries ~~for a 20-year term, both of which commenced in June 2019,~~through December 31, 2050, up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas.

•Corpus Christi Stage 3—FTA countries ~~for a 25-year term~~ and to non-FTA countries ~~for a 20-year term~~through December 31, 2050 in an amount equivalent to 582.14 Bcf/yr (approximately 11 mtpa) of natural gas.

In December 2020, the DOE announced a new policy in which it would no longer issue short-term export authorizations separately from long-term authorizations. Accordingly, the DOE amended each ~~case,~~of CCL’s long-term authorizations to include short-term export authority, and vacated 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 seven to 10 years from the date the order was issued.short-term orders.

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

Customers

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

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

In aggregate, the minimum annual fixed fee portion to be paid by the third-party SPA customers iswas approximately $1.4 billion for Trains 1 and 2 and ~~further increasing~~increased to approximately $1.8 billion following the substantial completion of Train 3 of the CCL ~~Project.~~Project on March 26, 2021.

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

Natural Gas Transportation, Storage and Supply

To ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline companies. CCL has entered into a firm storage services agreement with a third party to assist in managing variability in natural gas needs for the CCL Project. CCL has also entered into enabling agreements and long-term natural gas supply contracts with third parties, and will continue to enter into such agreements, in order to secure natural gas feedstock for the CCL Project. As of ~~June 30, 2020,~~March 31, 2021, CCL had secured up to approximately ~~2,935~~2,923 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to 10 years, a portion of which is subject to the achievement of certain project milestones and other conditions precedent.

CCL Stage III has also entered into long-term natural gas supply contracts with third parties, and anticipates continuing to enter into such agreements, in order to secure natural gas feedstock for Corpus Christi Stage 3. As of ~~June 30, 2020,~~March 31, 2021, CCL Stage III had secured up to approximately 2,361 TBtu of natural gas feedstock through long-term natural gas supply contracts with remaining terms that range up to approximately 15 years, which is subject to the achievement of certain project milestones and other conditions precedent.

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

Construction

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

The total contract price of the EPC contract for Train 3, which is currently under construction, is approximately $2.4 billion, reflecting amounts incurred under change orders through June 30, 2020. As of June 30, 2020, we have incurred $2.2 billion under this contract.

Final Investment Decision for Corpus Christi Stage 3

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

Pipeline Facilities

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

Capital Resources

The CCH Group expects to finance the construction costs of the CCL Project from one or more of the following: operating cash flows from CCL and CCP, project debt and equity contributions from Cheniere. The following table provides a summary of the capital resources of the CCH Group from borrowings and available commitments for the CCL Project, excluding equity contributions from Cheniere, at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in millions):

June 30, December 31,
2020 2019
Senior notes (1) $ 6,952
$ 6,952
11.0% Convertible Senior Secured Notes due 2025 (2) 700
1,000
Credit facilities outstanding balance (3) 3,424
3,283
Letters of credit issued (3) 392
471
Available commitments under credit facilities (3) 667
729
Total capital resources from borrowings and available commitments (4) $ 12,135
$ 12,435



	March 31,		December 31,
	2021		2020
Senior notes (1)	$	7,721	$	7,721

Credit facilities outstanding balance (2)	2,627		2,767
Letters of credit issued (2)	293		293
Available commitments under credit facilities (2)	907		767
Total capital resources from borrowings and available commitments (3)	$	11,548	$	11,548

~~(1)~~

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


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


~~(3)~~	~~Includes CCH’s amended and restated credit facility (“CCH Credit Facility”) and CCH Working Capital Facility.~~


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

~~2025 CCH HoldCo II Convertible Senior Notes~~

In May 2015, CCH HoldCo II issued $1.0 billion aggregate principal amount of the 2025 CCH HoldCo II Convertible Senior Notes on a private placement basis. The 2025 CCH HoldCo II Convertible Senior Notes were convertible at the option of CCH HoldCo II or the holders on or after March 1, 2020 and September 1, 2020, respectively, provided the total market capitalization of Cheniere at that time was not less than $10.0 billion and certain other conditions were satisfied. CCH HoldCo II was restricted from making distributions to Cheniere under agreements governing its indebtedness generally until, among other requirements, a historical debt service coverage ratio and a projected fixed debt service coverage ratio of 1.20:1.00 were achieved. The 2025 CCH HoldCo II Convertible Senior Notes were 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. In addition, the 2025 CCH HoldCo II Convertible Senior Notes were secured by a security interest in the account into which all distributions from CCH HoldCo I to CCH HoldCo II must be deposited.

In May 2018, the amended and restated note purchase agreement under which the 2025 CCH HoldCo II Convertible Senior Notes were issued was subsequently amended in connection with commercialization and financing of Train 3 of the CCL Project and to provide the note holders with certain prepayment rights related thereto consistent with those under(2) Includes the CCH Credit ~~Facility. In February 2020,~~Facility and the ~~amended~~CCH Working Capital Facility.

(3) Does not include equity contributions that may be available from Cheniere’s borrowings and ~~restated note purchase agreement for the 2025 CCH HoldCo II Convertible Senior Notes was further amended to allow CCH HoldCo II the option to redeem all or a portion of the outstanding notes with~~available cash at a price of $1,080 per $1,000 principal amount, at the time of any CCH HoldCo II- or noteholder-initiated conversion through September 2, 2020. In March 2020, CCH HoldCo II redeemed an aggregate outstanding principal amount of $300 million and ~~in July 2020, redeemed the remaining outstanding principal amount with borrowings under the Cheniere Term Loan Facility.~~cash equivalents.

CCH Senior Notes

The CCH Senior Notes are jointly and severally guaranteed by CCH’s subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (each a “CCH Guarantor” and collectively, the “CCH Guarantors”). The indentures governing the CCH Senior Notes contain customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends

or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of CCH’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to CCH or any of CCH’s restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of CCH and its restricted subsidiaries taken as a whole; or permit any CCH Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. The covenants included in the respective indentures that govern the CCH Senior Notes are subject to a number of important limitations and exceptions.

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

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

CCH Credit Facility

~~In May 2018,~~ CCH ~~amended and restated the CCH Credit Facility to increase~~has total commitments under the CCH Credit Facility ~~from $4.6 billion to~~of $6.1 billion. The obligations of CCH under the CCH Credit Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in CCH. As of both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, CCH had no available commitments and ~~$3.3~~$2.6 billion of loans outstanding under the CCH Credit Facility.

The CCH Credit Facility matures on June 30, 2024, with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of the CCL Project as

defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the CCL Project to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19-year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50:1.

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

CCH Working Capital Facility

~~In June 2018,~~ CCH ~~amended and restated the CCH Working Capital Facility to increase~~has total commitments under the CCH Working Capital Facility ~~from $350 million to~~of $1.2 billion. The CCH Working Capital Facility is intended to be used for loans to CCH (“CCH Working Capital Loans”) and the issuance of letters of credit on behalf of CCH for certain working capital requirements related to developing and operating the CCL Project and for related business purposes. Loans under the CCH Working Capital Facility are guaranteed by the CCH Guarantors. CCH may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed for working capital under the Common Terms Agreement that was entered into concurrently with the CCH Credit Facility. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, CCH had ~~$667~~$907 million and ~~$729~~$767 million of available commitments ~~$392 million and $471 million aggregate amount of issued letters of credit and $141 million~~ and zero and $140 million of loans outstanding under the CCH Working Capital Facility, respectively. CCH had $293 million aggregate amount of issued letters of credit under the CCH Working Capital Facility as of both March 31, 2021 and December 31, 2020.

The CCH Working Capital Facility matures on June 29, 2023, and CCH may prepay the CCH Working Capital Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans”) at any time without premium or penalty upon

three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH is required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year.

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

Cheniere

Senior Notes

We have an aggregate principal amount of $2.0 billion of the 4.625% senior secured notes due October 2028 (the “2028 Cheniere Senior Secured Notes”), the proceeds of which were used to prepay a portion of the outstanding indebtedness under the Cheniere Term Loan Facility and to pay related fees and expenses. The associated indentures (“Cheniere Indenture”) contain customary terms and events of default and certain covenants that, among other things, limit our ability to create liens or other encumbrances, enter into sale-leaseback transactions and merge or consolidate with other entities or sell all or substantially all of our assets. The Cheniere Indenture covenants are subject to a number of important limitations and exceptions.

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

The 2028 Cheniere Senior Secured Notes are our general senior obligations and rank senior in right of payment to all of our future obligations that are, by their terms, expressly subordinated in right of payment to the 2028 Cheniere Senior Secured Notes and equally in right of payment with all of our other existing and future unsubordinated indebtedness. The 2028 Cheniere Senior Secured Notes will initially be secured on a first-priority basis by a lien on substantially all of our assets and equity interests in our direct subsidiaries (other than certain excluded subsidiaries) (the “Collateral”), which liens will rank pari passu with the liens securing the Cheniere Revolving Credit Facility and Cheniere Term Loan Facility. The 2028 Cheniere Senior Secured Notes will remain secured as long as (1) there are any obligations or undrawn commitments outstanding under the Cheniere Term Loan Facility that are secured by liens on the Collateral or (2) the outstanding aggregate principal amount of our secured indebtedness exceeds $1.25 billion. As of March 31, 2021, the 2028 Cheniere Senior Secured Notes are not guaranteed by any of our subsidiaries. In the future, the 2028 Cheniere Senior Secured Notes will be guaranteed by our subsidiaries who guarantee our other material indebtedness.

Convertible Notes

~~In November 2014, we issued~~We have an aggregate principal amount of $1.0 billion of the 4.875% convertible unsecured notes due May 2021 (the “2021 Cheniere Convertible Unsecured ~~Notes.~~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, initially at $93.64 (subject to adjustment upon the occurrence of certain specified events, which have not been met as of March 31, 2021), provided that the closing price of our common stock is greater than or equal to the conversion price on the date of conversion. In ~~March 2015,~~July 2020, we ~~issued~~repurchased $844 million in aggregate principal amount of the outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors.

We have $625 million aggregate principal amount of ~~unsecured~~4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior ~~Notes.~~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. Prior to December 15, 2044, the 2045 Cheniere Convertible Senior Notes are convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes, which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events).

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. ~~In July 2020, we repurchased $844 million in aggregate principal amount of the outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors.~~

Cheniere Revolving Credit Facility

~~In December 2018, we amended and restated the Cheniere Revolving Credit Facility to increase~~We have total commitments under the Cheniere Revolving Credit Facility ~~from $750 million to~~of $1.25 billion. The Cheniere Revolving Credit Facility is intended to fund, through loans and letters of credit, equity capital contributions to CCH HoldCo II and its subsidiaries for the development of the CCL Project and, provided that certain conditions are met, for general corporate purposes. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had ~~$562 million~~$1.3 billion and ~~$665 million~~$1.1 billion of available commitments, ~~$313 million~~respectively, and ~~$585~~no loans outstanding under the Cheniere Revolving Credit Facility. We had zero and $124 million aggregate amount of issued letters of credit ~~and $375 million and zero of loans outstanding~~ under the Cheniere Revolving Credit Facility as of March 31, 2021 and December 31, 2020, respectively.

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

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

Cheniere Term Loan Facility

In June 2020, we entered into the Cheniere Term Loan Facility, which was subsequently increased to $2.695 billion in July 2020. In July 2020, borrowings under the Cheniere Term Loan Facility were used to (1) redeem the ~~remaining~~ outstanding principal amount of the 11% Convertible Senior Secured Notes due 2025 (the “2025 CCH HoldCo II Convertible Senior ~~Notes,~~Notes”), (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and

(3) pay the related fees and expenses. The remaining ~~borrowings~~commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. In September 2020, we prepaid approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility with net proceeds from the 2028 Cheniere Senior Secured Notes and available cash. As of ~~June 30,~~both March 31, 2021 and December 31, 2020, we had ~~$2.6 billion~~$372 million of available ~~commitments~~commitments. We had zero and ~~no letters~~$148 million of ~~credit issued or~~ loans outstanding under the Cheniere Term Loan ~~Facility. Subsequent to the borrowings in July~~Facility as of March 31, 2021 and December 31, 2020, ~~we had $372 million of available commitments under the Cheniere Term Loan Facility.~~respectively.

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

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

Cash Receipts from Subsidiaries

Our ownership interest in the Sabine Pass LNG terminal is held through Cheniere Partners. As of ~~June 30, 2020,~~March 31, 2021, we owned a 48.6% limited partner interest in Cheniere Partners in the form of ~~104.5~~239.9 million common ~~units and 135.4 million subordinated~~ units. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. We are eligible to receive quarterly equity distributions from Cheniere Partners related to our ownership interests and our incentive distribution rights.

We also receive fees for providing management services to some of our subsidiaries. We received ~~$53~~$29 million and ~~$36~~$25 million in total service fees from these subsidiaries during the ~~each of the six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

Share Repurchase Program

On June 3, 2019, we announced that our Board of Directors (“Board”) authorized a 3-year, $1.0 billion share repurchase program. ~~During~~The following table presents information with respect to repurchases of common stock during the ~~six~~three months ended June 30, 2020, we repurchased an aggregate of 2.9 million shares of our common stock for $155 million, for a weighted average price per share of $53.88. During the six months ended June 30, 2019, we repurchased an aggregate of 44,600 shares of our common stock for $3 million, for a weighted average price per share of $68.30. March 31, 2021 and 2020:


	Three Months Ended March 31,
		2021		2020
Aggregate common stock repurchased		—		2,875,376
Weighted average price paid per share		$	—	$	53.88
Total amount paid (in millions)		$	—	$	155

As of ~~June 30, 2020,~~March 31, 2021, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal

requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

Marketing

We market and sell LNG produced by the Liquefaction Projects that is not required for other customers through our integrated marketing function. We have, and continue to develop, a portfolio of long-, medium- and short-term SPAs to transport and unload commercial LNG cargoes to locations worldwide. These volumes are expected to be primarily sourced by LNG produced by the Liquefaction Projects but supplemented by volumes procured from other locations worldwide, as needed. As of ~~June 30, 2020,~~March 31, 2021, we have sold or have options to sell approximately ~~4,746~~5,005 TBtu of LNG to be delivered to customers between ~~2020~~2021 and ~~2045.~~2045, including volume from an SPA Cheniere Marketing has committed to provide to SPL. The cargoes have been sold either on a FOB basis (delivered to the customer at the Sabine Pass LNG terminal or the Corpus Christi LNG terminal, as applicable) or a delivered at terminal (“DAT”) basis (delivered to the customer at their specified LNG receiving terminal). We have chartered LNG vessels to be utilized for cargoes sold on a DAT basis. ~~In addition, we have entered into a long-term agreement to sell LNG cargoes on a DAT basis that is conditioned upon the buyer achieving certain milestones.~~

Cheniere Marketing entered into uncommitted trade finance facilities with available ~~commitments~~credit of ~~$209~~$248 million as of ~~June 30, 2020,~~March 31, 2021, primarily to be used for the purchase and sale of LNG for ultimate resale in the course of its operations. The finance facilities are intended to be used for advances, guarantees or the issuance of letters of credit or standby letters of credit on behalf of Cheniere Marketing. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, Cheniere Marketing had ~~$10~~$27 million and ~~$41~~$34 million, respectively, in standby letters of credit and guarantees outstanding under the finance facilities. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019, Cheniere Marketing had $6 million and zero, respectively, of~~2020, there were no loans outstanding under the finance facilities. Cheniere Marketing pays interest or fees on utilized commitments.

Corporate and Other Activities

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

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

Restrictive Debt Covenants

As of ~~June 30, 2020,~~March 31, 2021, each of our issuers was in compliance with all covenants related to their respective debt agreements.

LIBOR

The use of LIBOR is expected to be phased out by ~~the end of 2021.~~June 2023. It is currently unclear whether LIBOR will be utilized beyond that date or whether it will be replaced by a particular rate. We intend to continue ~~to work~~working with our lenders and counterparties to pursue any amendments to our debt and derivative agreements that are currently subject to LIBOR following LIBOR cessation and will continue to monitor, assess and plan for the phase out of LIBOR.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.


	Three Months Ended March 31,
	2021		2020
Sources of cash, cash equivalents and restricted cash:
Net cash provided by operating activities	$	1,066	$	574
Proceeds from issuances of debt	1,800		596
Other	4		—
	$	2,870	$	1,170
Uses of cash, cash equivalents and restricted cash:
Property, plant and equipment, net	$	(190)	$	(556)
Investment in equity method investment	—		(90)
Repayments of debt	(2,088)		(300)
Debt issuance and other financing costs	(19)		(33)
Debt modification or extinguishment costs	(40)		—

Distributions to non-controlling interest	(160)		(154)
Payments related to tax withholdings for share-based compensation	(42)		(39)
Repurchase of common stock	—		(155)
Other	(10)		(8)
	(2,549)		(1,335)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	321	$	(165)

Six Months Ended June 30,
2020 2019
Operating cash flows $ 1,028
$ 760
Investing cash flows (1,090 ) (1,542 )
Financing cash flows (388 ) 1,066

Net increase (decrease) in cash, cash equivalents and restricted cash (450 )
284
Cash, cash equivalents and restricted cash—beginning of period 2,994
3,156
Cash, cash equivalents and restricted cash—end of period $ 2,544
$ 3,440

Operating Cash Flows

Our operating cash net inflows during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were ~~$1,028~~$1,066 million and ~~$760~~$574 million, respectively. The ~~$268~~$492 million increase in operating cash inflows in ~~2020~~2021 compared to ~~2019~~2020 was primarily related to increased ~~revenues related to LNG cargoes for which customers have notified us that they will not take delivery and~~cash receipts from the sale of LNG cargoes ~~as a result~~due to higher revenue per MMBtu and from higher than normal contributions from LNG and natural gas portfolio optimization activities due to significant volatility in LNG and natural gas markets during the three months ended March 31, 2021.

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

During the three months ended March 31, 2021, Cheniere Partners issued an aggregate principal amount of $1.5 billion of the ~~additional Trains that~~2031 CQP Senior Notes and incurred $19 million of debt issuance costs related to this issuance. The proceeds from this issuance, together with cash on hand, were ~~operating at~~used to redeem all of the ~~Liquefaction Projects in 2020.~~

~~Investing Cash Flows~~

~~Investing cash net outflows~~outstanding 2025 CQP Senior Notes, and Cheniere Partners paid $40 million of debt extinguishment costs, mainly related to premiums associated with this redemption. Net repayments of $0.3 billion was made on our credit facilities during the ~~six~~three months ended ~~June 30,~~March 31, 2021, in line with our previously announced capital allocation priorities.

During the three months ended March 31, 2020, borrowings of $0.6 billion under our credit facilities were used to redeem the 2025 CCH HoldCo II Convertible Senior Notes, to fund our working capital requirements or for general corporate purposes.

Property, Plant and ~~2019 were $1,090 million~~Equipment, net

Cash outflows for property, plant and ~~$1,542 million, respectively, and~~equipment were primarily ~~used to fund~~for the construction costs for the Liquefaction Projects. These costs are capitalized as construction-in-process until achievement of substantial completion. ~~Additionally, we~~

Distributions to Non-controlling Interest

We own a 48.6% limited partner interest in Cheniere Partners, with the remaining non-controlling interest held by The Blackstone Group Inc., Brookfield Asset Management Inc. and the public, to whom Cheniere Partners paid distributions during the three months ended March 31, 2021 and 2020.

Investment in Equity Method Investment

We invested ~~$100 million and $34~~$90 million in Midship Holdings, our equity method investment, during the ~~six~~three months ended ~~June 30, 2020 and 2019, respectively.~~March 31, 2020.

~~Financing Cash Flows~~Repurchase of Common Stock

~~Financing cash net outflows during~~During the ~~six~~three months ended ~~June 30,~~March 31, 2020, ~~were $388~~we paid $155 million ~~primarily as a result of:~~

~~issuance of an aggregate principal amount of $2.0 billion of the 2030 SPL Senior Notes, which along with cash on hand was used to redeem all of the outstanding 2021 SPL Senior Notes.~~

~~$455 million of borrowings and $80 million of repayments under the Cheniere Revolving Credit Facility;~~

~~$141 million of borrowings under the CCH Working Capital Facility;~~

~~$300 million partial redemption of the 2025 CCH HoldCo II Convertible Senior Notes;~~

~~$310 million of distributions to non-controlling interest by Cheniere Partners;~~

~~$155 million paid~~ to repurchase approximately 3 million shares of our common stock under the share repurchase ~~program;~~

$59 million of debt issuance costs primarily related to up-front fees paid upon closing of the 2020 SPL Working Capital Facility and 2030 SPL Senior Notes and premiums paid for partially redeeming the 2025 CCH HoldCo II Convertible Senior Notes;

~~$41 million paid for tax withholdings for share-based compensation; and~~


•	~~$40 million~~ ~~of debt extinguishment costs primarily related to the redemption of the 2021 SPL Senior Notes.~~

~~Financing cash net inflows during the six months ended June 30, 2019 were $1,066 million, primarily as a result of:~~

~~$982 million of borrowings under the CCH Credit Facility;~~

~~$649 million of borrowings under the 2019 CQP Credit Facilities;~~

~~$390 million of borrowings and $558 million in repayments under the CCH Working Capital Facility;~~

~~$290 million of distributions to non-controlling interest by Cheniere Partners;~~

~~$72 million of net repayments related to our Cheniere Marketing trade financing facilities;~~

~~$20 million of debt issuance costs primarily related to the up-front fees paid upon the closing of the 2019 CQP Credit Facilities; and~~

~~$14 million paid for tax withholdings for share-based compensation.~~

~~Results of Operations~~

The following charts summarize the number of Trains that were in operation during the year ended December 31, 2019 and the six months ended June 30, 2020 and total revenues and total LNG volumes loaded from our Liquefaction Projects (including both operational and commissioning volumes) during the six months ended June 30, 2020 and 2019:

The following table summarizes the volumes of operational and commissioning LNG cargoes that were loaded from the Liquefaction Projects, which were recognized on our Consolidated Financial Statements during the three and six months ended June 30, 2020:

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
(in TBtu) Operational Commissioning Operational Commissioning
Volumes loaded during the current period 278
—
733
—
Volumes loaded during the prior period but recognized during the current period 29
—
33
—
Less: volumes loaded during the current period and in transit at the end of the period (2 ) —
(2 ) —
Total volumes recognized in the current period 305
—
764
—

Our consolidated net income attributable to common stockholders was $197 million, or $0.78 per share (basic and diluted), in the three months ended June 30, 2020, compared to net loss attributable to common stockholders of $114 million, or $0.44 per

share (basic and diluted), in the three months ended June 30, 2019. This $311 million increase in net income attributable to common stockholders in 2020 was primarily attributable to accelerated revenues recognized from canceled cargoes for which customers have notified us that they will not take delivery, partially offset by increases in (1) net income attributable to non-controlling interest, (2) income tax provision, (3) operating and maintenance expense, (4) loss on modification or extinguishment of debt, (5) interest expense, net of amounts capitalized and (6) depreciation and amortization expense.

Our consolidated net income attributable to common stockholders was $572 million, or $2.27 per share—basic and $2.26 per share—diluted, in the six months ended June 30, 2020, compared to net income attributable to common stockholders of $27 million, or $0.11 per share (basic and diluted), in the six months ended June 30, 2019. This $545 million increase in net income attributable to common stockholders in 2020 was primarily attributable to accelerated revenues recognized from canceled cargoes for which customers have notified us that they will not take delivery and increased gains from commodity derivatives to secure natural gas feedstock for the Liquefaction Projects, partially offset by increases in (1) interest expense, net of amounts capitalized, (2) income tax provision, (3) operating and maintenance expense, (4) interest rate derivative loss, net, (5) net income attributable to non-controlling interest, (6) depreciation and amortization expense and (7) loss on modification or extinguishment of debt.

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

~~Revenues~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 Change 2020 2019 Change
LNG revenues $ 2,295
$ 2,173
$ 122
$ 4,863
$ 4,316
$ 547
Regasification revenues 68
67
1
135
133
2
Other revenues 39
52
(13 ) 113
104
9
Total revenues $ 2,402

$ 2,292

$ 110

$ 5,111

$ 4,553

$ 558

LNG revenues during the three and six months ended June 30, 2020 increased from the comparable period in 2019 primarily due to $708 million and $761 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $458 million would have otherwise been recognized subsequent to June 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended June 30, 2020 excluded $53 million that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. During the three months ended June 30, 2020, the accelerated revenues recognized were partially offset by decreased revenues per MMBtu and decreased volume recognized as revenues. During the six months ended June 30, 2020, LNG revenues also increased as a result of increased volume recognized as revenues due to increased Trains in operation over the comparable period, partially offset by decreased revenues per MMBtu. As we have recognized accelerated revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, we may expect decreased revenues in future periods for which the deliveries would have occurred. We expect our LNG revenues to increase in the future upon Train 3 of the CCL Project and Train 6 of the SPL Project becoming operational.

Prior to substantial completion of a Train, amounts received from the sale of commissioning cargoes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train. During the six months ended June 30, 2019, we realized offsets to LNG terminal costs of $202 million corresponding to 28 TBtu of LNG that were related to the sale of commissioning cargoes from the Liquefaction Projects. We did not realize any offsets to LNG terminal costs during the three months ended June 30, 2019 and the three and six months ended June 30, 2020.

Also included in LNG revenues are gains and losses from derivative instruments and the sale of unutilized natural gas procured for the liquefaction process. We recognized revenues of $62 million and $183 million during the three months ended June 30, 2020 and 2019, respectively, and $273 million and $317 million during the six months ended June 30, 2020 and 2019, respectively, related to derivative instruments and other revenues from these transactions.

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

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
LNG revenues (in millions):

LNG from the Liquefaction Projects sold under third party long-term agreements (1) $ 1,244
$ 1,393
$ 3,151
$ 2,910
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 150
566
475
905
LNG procured from third parties 132
31
203
184
LNG revenues associated with cargoes not delivered per customer notification (2) 707
—
761
—
Other revenues and derivative gains 62
183
273
317
Total LNG revenues $ 2,295
$ 2,173
$ 4,863
$ 4,316

Volumes delivered as LNG revenues (in TBtu):

LNG from the Liquefaction Projects sold under third party long-term agreements (1) 253
241
619
477
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 52
111
145
157
LNG procured from third parties 34
5
48
23
Total volumes delivered as LNG revenues 339
357
812
657


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


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

~~Operating costs and expenses~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 Change 2020 2019 Change
Cost of sales $ 803
$ 1,277
$ (474 ) $ 1,527
$ 2,491
$ (964 )
Operating and maintenance expense 355
295
60
671
516
155
Development expense 1
3
(2 ) 5
4
1
Selling, general and administrative expense 73
77
(4 ) 154
150
4
Depreciation and amortization expense 233
204
29
466
348
118
Impairment expense and loss on disposal of assets —
4
(4 ) 5
6
(1 )
Total operating costs and expenses $ 1,465
$ 1,860
$ (395 ) $ 2,828
$ 3,515
$ (687 )

Our total operating costs and expenses decreased during the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019, primarily as a result of decreased cost of sales, partially offset by increased operating and maintenance expense and depreciation and amortization expense from additional operating Trains between the periods.

Cost of sales includes costs incurred directly for the production and delivery of LNG from the Liquefaction Projects, to the extent those costs are not utilized for the commissioning process. Cost of sales decreased during the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019, primarily due to a decrease in the cost of natural gas feedstock between the periods. This decrease during the six months ended June 30, 2020 was partially offset by increased volumes and an increase in derivative gains from an increase in fair value of the commodity derivatives to secure natural gas feedstock for the Liquefaction Projects, primarily due to a favorable shift in long-term forward prices relative to our hedged position. Cost of sales also includes vessel charter costs, port and canal fees, variable transportation and storage costs and the sale of natural gas procured for the liquefaction process and other costs to convert natural gas into LNG.

program.

Operating and maintenance expense primarily includes costs associated with operating and maintaining the Liquefaction Projects. Additionally, operating and maintenance expense includes costs incurred in response to the COVID-19 pandemic, as further described earlier in ~~Impact of COVID-19 and Market Environment~~. Excluding the costs incurred in response to the COVID-19 pandemic, operating and maintenance expense (including affiliates) did not materially change between the three months ended June 30, 2020 and 2019 due to comparable volume of LNG sold between the periods, and increased during the six months

ended June 30, 2020 from the six months ended June 30, 2019, primarily due to increased natural gas transportation and storage capacity demand charges from additional Trains operating at the Liquefaction Projects between the periods and increased TUA reservation charges due to Total under the partial TUA assignment agreement.

Depreciation and amortization expense increased during the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019 as a result of an increased number of operational Trains, as the related assets began depreciating upon reaching substantial completion.

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

~~Other expense (income)~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 Change 2020 2019 Change
Interest expense, net of capitalized interest $ 407
$ 372
$ 35
$ 819
$ 619
$ 200
Loss on modification or extinguishment of debt 43
—
43
44
—
44
Interest rate derivative loss, net 25
74
(49 ) 233
109
124
Other income, net (5 ) (16 ) 11
(14 ) (32 ) 18
Total other expense $ 470
$ 430
$ 40
$ 1,082
$ 696
$ 386

Interest expense, net of capitalized interest, increased during the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019 primarily as a result of a decrease in the portion of total interest costs that is eligible for capitalization as additional Trains of the Liquefaction Projects completed construction between the periods. During the three months ended June 30, 2020 and 2019, we incurred $469 million and $458 million of total interest cost, respectively, of which we capitalized $62 million and $86 million, respectively, which was primarily related to interest costs incurred to construct the remaining assets of the Liquefaction Projects. During the six months ended June 30, 2020 and 2019, we incurred $940 million and $906 million of total interest cost, respectively, of which we capitalized $121 million and $287 million, respectively, which was primarily related to interest costs incurred to construct the remaining assets of the Liquefaction Projects.

Loss on modification or extinguishment of debt increased during the three and six months ended June 30, 2020 from the comparable periods in 2019. Loss on modification or extinguishment of debt recognized in 2020 was attributable to $43 million of debt extinguishment costs relating to the payment of early redemption fees and write off of unamortized debt premiums and issuance costs associated with the early redemption of the 2021 SPL Senior Notes. As a result of the redemption of the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and partial repurchase of the 2021 Cheniere Convertible Unsecured Notes in July 2020, we expect loss on modification or extinguishment of debt to increase in the third quarter of 2020.

Interest rate derivative loss, net decreased during the three months ended June 30, 2020 compared to the three months ended June 30, 2019, primarily due to a favorable shift in the long-term forward LIBOR curve between the periods. Interest rate derivative loss, net increased during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, primarily due to an unfavorable shift in the long-term forward LIBOR curve between the periods.

Other income, net increased during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019, primarily due to an increase in interest income earned on our cash and cash equivalents and restricted cash.

~~Income tax provision~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 Change 2020 2019 Change
Income before income taxes and non-controlling interest $ 467
$ 2
$ 465
$ 1,201
$ 342
$ 859
Income tax provision (63 ) —
(63 ) (194 ) (3 ) (191 )
Effective tax rate 13.5 % — % 16.2 % 0.9 %

The effective tax rates for the three and six months ended June 30, 2020 were lower than the 21% federal statutory rate primarily due to income allocated to non-controlling interest that is not taxable to Cheniere. The effective tax rate decreased for

the three months ended June 30, 2020 from the six months ended June 30, 2020 due to an additional tax expense of $38 million recorded during the first quarter related to a one-time discrete event related to an internal tax restructuring. The effective tax rate for the three and six months ended June 30, 2019 is lower than the 21% federal statutory rate primarily due to maintaining a valuation allowance against our federal deferred tax assets.

On July 28, 2020, the U.S. Department of the Treasury released final regulations and proposed regulations providing guidance on the business interest expense limitation under Section 163(j) of the Internal Revenue Code. We are currently in the process of evaluating the effect of these regulations on our Consolidated Financial Statements and related disclosures.

~~Net income attributable to non-controlling interest~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 Change 2020 2019 Change
Net income attributable to non-controlling interest $ 207
$ 116
$ 91
$ 435
$ 312
$ 123

Net income attributable to non-controlling interest increased during the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019 primarily due to an increase in consolidated net income recognized by Cheniere Partners. The consolidated net income recognized by Cheniere Partners increased from $232 million in the three months ended June 30, 2019 to $406 million in the three months ended June 30, 2020 and increased from $617 million in the six months ended June 30, 2019 to $841 million in the six months ended June 30, 2020. The increase during the periods was primarily a result of accelerated revenues recognized from canceled cargoes for which customers have notified us that they will not take delivery, partially offset by increases in (1) interest expense, net of capitalized interest, (2) loss on modification or extinguishment of debt, (3) operating and maintenance expense and (4) depreciation and amortization expense.

Off-Balance Sheet Arrangements

As of ~~June 30, 2020,~~March 31, 2021, we had no transactions that met the definition of off-balance sheet arrangements that may have a current or future material effect on our consolidated financial position or operating results.

Summary of Critical Accounting Estimates

The preparation of ~~our~~ Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on ~~Form~~F orm 10-K for the fiscal year ended December 31, ~~2019~~2020.

Recent Accounting Standards

For descriptions of recently issued accounting standards, see Note 1—1 —Nature of Operations and Basis of Presentation of our Notes to Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketing and Trading Commodity Price Risk

We have entered into commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project, the CCL Project and potential future development of Corpus Christi Stage 3 (“Liquefaction Supply Derivatives”). We have also entered into physical and financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG ~~(“LNG~~(collectively, “LNG Trading Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives and the LNG Trading Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location and a 10% change in the commodity price for LNG, respectively, as follows (in millions):


	March 31, 2021				December 31, 2020
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	151	$	198	$	240	$	204
LNG Trading Derivatives	(173)		24		(134)		44

June 30, 2020 December 31, 2019
Fair Value Change in Fair Value Fair Value Change in Fair Value
Liquefaction Supply Derivatives $ 600
$ 184
$ 149
$ 179
LNG Trading Derivatives 151
5
165
22

Interest Rate Risk

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


	March 31, 2021				December 31, 2020
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
CCH Interest Rate Derivatives	$	(114)	$	1	$	(140)	$	1

June 30, 2020 December 31, 2019
Fair Value Change in Fair Value Fair Value Change in Fair Value
CCH Interest Rate Derivatives $ (191 ) $ 2
$ (81 ) $ 19
CCH Interest Rate Forward Start Derivatives (102 ) 7
(8 ) 15

Foreign Currency Exchange Risk

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


	March 31, 2021				December 31, 2020
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
FX Derivatives	$	1	$	—	$	(22)	$	2

June 30, 2020 December 31, 2019
Fair Value Change in Fair Value Fair Value Change in Fair Value
FX Derivatives $ 15
$ 2
$ 4
$ —

See Note 6—6 —Derivative Instruments for additional details about our derivative instruments.


~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. There have been no material changes to the legal proceedings disclosed in our annual report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020.


~~ITEM 1A.~~	~~RISK FACTORS~~

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020~~, except for the updates presented in our~~ ~~quarterly report on Form 10-Q for the quarterly period ended March 31, 2020~~.


~~ITEM 2.~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes stock repurchases for the three months ended ~~June 30, 2020:~~

March 31, 2021:

Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as a Part of Publicly Announced Plans Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans (3)
April 1 - 30, 2020 1,672 $33.92 — $595,952,809
May 1 - 31, 2020 3,242 $43.24 — $595,952,809
June 1 - 30, 2020 — $— — $595,952,809
Total 4,914 $40.07 —


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as a Part of Publicly Announced Plans	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans (3)
January 1 - 31, 2021	8,442	$64.94	—	$595,952,809
February 1 - 28, 2021	611,686	$67.60	—	$595,952,809
March 1 - 31, 2021	—	$—	—	$595,952,809
Total	620,128	$67.56	—


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


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


~~(3)~~	~~On June 3, 2019, we announced that our Board authorized a 3-year, $1 billion share repurchase program. For additional information, see~~ ~~Note 16—Share Repurchase Program~~.

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

(3)On June 3, 2019, we announced that our Board authorized a 3-year, $1 billion share repurchase program. For additional information, see Share Repurchase Program in Liquidity and Capital Resources.

ITEM 6. EXHIBITS


~~ITEM 6.~~	~~EXHIBITS~~

~~Exhibit No.~~

~~Description~~

~~4.1~~Exhibit No.

Description

4.1

~~Eleventh~~Fifth Supplemental Indenture, dated as of ~~May 8, 2020, between SPL~~March 11, 2021, among Cheniere Partners, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture ~~(Incorporated~~(I ncorporated by reference to Exhibit 4.1 to ~~SPL’s~~Cheniere Partners Current Report on Form 8-K (SEC File No. ~~333-192373)~~001-33366), filed on ~~May 8, 2020)~~March 11, 2021)

10.1

~~Credit~~Registration Rights Agreement, dated ~~June 18, 2020,~~as of March 11, 2021, among Cheniere Partners the ~~Company, the Lenders~~guarantors party thereto ~~Société Générale, as Administrative Agent,~~ and ~~the other agents and arrangers party thereto from time to time (Incorporated~~J.P. Morgan Securities LLC (I ncorporated by reference to Exhibit 10.1 to ~~the Company’s~~Cheniere Partners Current Report on Form 8-K (SEC File No. ~~001-16383)~~001-33366), filed on ~~June 19, 2020)~~March 11, 2021)

~~10.2~~10.2*

Registration Rights Agreement, dated as of May 8, 2020, between SPL and Morgan Stanley & Co. LLC (Incorporated by reference to Exhibit 10.1 to SPL’s Current Report on Form 8-K (SEC File No. 333-192373), filed on May 8, 2020)

~~10.3†~~

~~Form of Indemnification Agreement for directors of the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 20, 2020)~~

~~10.4†~~

~~Form of Indemnification Agreement for officers of the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 20, 2020)~~

~~10.5†~~

~~Cheniere 2020 Incentive Plan (Incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 (File No. 333-238261) filed on May 14, 2020)~~

~~10.6†~~

Form of Restricted Stock Grant under the Cheniere 2020 Incentive Plan (Director) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 20, 2020)

~~10.7†~~

Form of Performance Stock Unit Award Agreement under the Cheniere 2020 Incentive Plan (Grades 18-20 Executive Officer) (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 20, 2020)

~~10.8†~~

Form of Restricted Unit Award Agreement under the Cheniere 2020 Incentive Plan (Grades 18-20) (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 20, 2020)

10.9*

Change ~~order~~orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order ~~CO-00018 Electrical Studies for GTG Grid Modification,~~CO-00035 Impacts from Hurricanes Laura and Delta, dated ~~April 2,~~December 22, 2020, (ii) the Change Order ~~CO-00019~~CO-00036 Third Berth - ~~Change in 5kV Electrical Tie-In,~~Add N2 Connection on Liquid & Hybrid SVT Loading Arm Apex, dated ~~April 30,~~December 22, 2020, (iii) the Change Order ~~CO-00020 LNG~~CO-00037 Third Berth ~~3 LNTP No. 4,~~Design Vessels Update, dated ~~May 4,~~December 22, 2020, (iv) the Change Order ~~CO-00021~~CO-00038 Train 6 ~~P1601 A/B/ Flange Changes,~~PV-16002 & FV-15104 Valve Trim Upgrades, dated ~~May 27, 2020 and~~January 21, 2021, (v) the Change Order ~~CO-00022 Train 6 H2S Skid Modifications~~CO-00039 Third Berth Design Update to ~~Level Transmitters & GTG Pressure Range~~Supply Bunkering Fuel, dated February 11, 2021, (vi) the Change ~~on PT-573 A/B,~~Order CO-00040 LNG Benchmark 7 Elevation Change, dated ~~June 4, 2020~~February 11, 2021, (vii) the Change Order CO-00041 Costs to Comply with SPL FTZ (Excluding Pipe Spools), dated February 12, 2021 and (viii) the Change Order CO-00042 COVID-19 Impacts 1Q2021, dated March 12, 2021

10.10*10.3*

Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: ~~(i)~~ the Change Order ~~CO-00031~~CO-000 4 3 Early Turnover of Tank B ~~Isolation of Proposed 4th In-Tank LNG Pump (Post Start-Up of Tank B) - EPC,~~, dated April 1, 2020, (ii) the Change Order CO-00032 Train 3 Thermowell Upgrades, dated April 3, 2020, (iii) the Change Order CO-00033 Tank B Rundown Line (Part 2) Development Costs, dated April 29, 2020 and (iv) the Change Order CO-00034 Train 3 UPS Modification of MV Motors, dated May 21, 2020 January 13, 2021 (Portions of this exhibit have been omitted)

10.11*31.1*

Amendment No. 2 to the Amended and Restated Revolving Credit Agreement, dated as of June 18, 2020, among the Company, Société Générale as administrative agent and collateral agent, and the Requisite Lenders party thereto

31.1*

Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act

31.2*

Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act

32.1**

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

~~Exhibit No.~~101.LAB*

~~Description~~

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*		Filed herewith.
**		Furnished herewith.
†	~~Management contract or compensatory plan or arrangement.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CHENIERE ENERGY, INC.




		~~CHENIERE ENERGY, INC.~~

~~Date:~~	~~August 5, 2020~~	~~By:~~	~~/s/ Michael J. Wortley~~
Date:	May 3, 2021	By:	~~Michael J. Wortley~~/s/ Zach Davis
			~~Executive~~Zach Davis
			Senior Vice President and Chief Financial Officer
			(on behalf of the registrant and as principal financial officer)

Date:	~~August 5, 2020~~May 3, 2021	By:	/s/ Leonard E. Travis
			Leonard E. Travis
			Senior Vice President and Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

5953



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



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






















			Definitions	1
Part I. Financial Information
Item 1.			Consolidated Financial Statements	3
			~~Consolidated Balance Sheets~~	3
	Consolidated Statements of Operations	43
			Consolidated Balance Sheets	4
			Consolidated Statements of Stockholders’ Equity	5
			Consolidated Statements of Cash Flows	76
			Notes to Consolidated Financial Statements	87
			Note 1—Nature of Operations and Basis of Presentation	7
			Note 2—Restricted Cash	8
			Note 3—Accounts and Other Receivables	8
			Note 4—Inventory	9
			Note 5—Property, Plant and Equipment	9
			Note 6—Derivative Instruments	10
			Note 7—Other Non-Current Assets	15
			Note 8—Non-Controlling Interest and Variable Interest Entity	16
			Note 9—Accrued Liabilities	16
			Note 10—Debt	17
			Note 11—Leases	21
			Note 12—Revenues from Contracts with Customers	22
			Note 13—Related Party Transactions	24
			Note 14—Income Taxes	25
			Note 15—Share-Based Compensation	25
			Note 16—Net Income per Share Attributable to Common Stockholders	26
			Note 17—Commitments and Contingencies	27
			Note 18—Customer Concentration	27
			Note 19—Supplemental Cash Flow Information	27

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	3228

Item 3.			Quantitative and Qualitative Disclosures about Market Risk	5449

Item 4.			Controls and Procedures	5550

Part II. Other Information
Item 1.			Legal Proceedings	5651

Item 1A.			Risk Factors	5651

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	5651

Item 6.			Exhibits	5752

			Signatures	5953



	June 30,			December 31,
	2020			2019
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	2,039		$	2,474
Restricted cash	505			520
Accounts and other receivables, net	646			491
Inventory	207			312
Derivative assets	284			323
Other current assets	146			92
Total current assets	3,827			4,212

Property, plant and equipment, net	29,950			29,673
Operating lease assets, net	520			439
Non-current derivative assets	589			174
Goodwill	77			77
Deferred tax assets	337			529
Other non-current assets, net	546			388
Total assets	$	35,846		$	35,492

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	26		$	66
Accrued liabilities	735			1,281
Current debt	237			—
Deferred revenue	23			161
Current operating lease liabilities	179			236
Derivative liabilities	239			117
Other current liabilities	25			13
Total current liabilities	1,464			1,874

Long-term debt, net	30,807			30,774
Non-current operating lease liabilities	347			189
Non-current finance lease liabilities	58			58
Non-current derivative liabilities	161			151
Other non-current liabilities	13			11

Commitments and contingencies (see Note 17)

Stockholders’ equity
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued	—			—
Common stock, $0.003 par value, 480.0 million shares authorized
Issued: 272.9 million shares at June 30, 2020 and 270.7 million shares at December 31, 2019
Outstanding: 252.2 million shares at June 30, 2020 and 253.6 million shares at December 31, 2019	1			1
Treasury stock: 20.7 million shares and 17.1 million shares at June 30, 2020 and December 31, 2019, respectively, at cost	(870		)	(674		)
Additional paid-in-capital	4,227			4,167
Accumulated deficit	(2,936		)	(3,508		)
Total stockholders’ equity (deficit)	422			(14		)
Non-controlling interest	2,574			2,449
Total equity	2,996			2,435
Total liabilities and stockholders’ equity	$	35,846		$	35,492



	March 31,		December 31,
	2021		2020
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	1,667	$	1,628
Restricted cash	731		449
Accounts and other receivables, net	675		647

Inventory	314		292
Derivative assets	67		32
Other current assets	120		121
Total current assets	3,574		3,169


Property, plant and equipment, net	30,409		30,421
Operating lease assets	1,181		759

Non-current derivative assets	306		376
Goodwill	77		77
Deferred tax assets	402		489
Other non-current assets, net	446		406
Total assets	$	36,395	$	35,697

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	84	$	35
Accrued liabilities	1,263		1,175

Current debt	1,105		372
Deferred revenue	102		138
Current operating lease liabilities	251		161
Derivative liabilities	342		313
Other current liabilities	5		2
Total current liabilities	3,152		2,196

Long-term debt, net	29,465		30,471
Non-current operating lease liabilities	928		597
Non-current finance lease liabilities	57		57

Non-current derivative liabilities	166		151
Other non-current liabilities	7		7

Commitments and contingencies (see Note 17)	0		0

Stockholders’ equity
Preferred stock, $0.0001 par value, 5.0 million shares authorized, NaN issued	0		0
Common stock, $0.003 par value, 480.0 million shares authorized; 274.9 million shares and 273.1 million shares issued at March 31, 2021 and December 31, 2020, respectively	1		1



Treasury stock: 21.4 million shares and 20.8 million shares at March 31, 2021 and December 31, 2020, respectively, at cost	(914)		(872)
Additional paid-in-capital	4,306		4,273
Accumulated deficit	(3,200)		(3,593)
Total stockholders' equity (deficit)	193		(191)
Non-controlling interest	2,427		2,409
Total equity	2,620		2,218
Total liabilities and stockholders’ equity	$	36,395	$	35,697



Bcf						billion cubic feet
Bcf/d						billion cubic feet per day
Bcf/yr						billion cubic feet per year
Bcfe						billion cubic feet equivalent
DOE						U.S. Department of Energy
EPC						engineering, procurement and construction
FERC						Federal Energy Regulatory Commission
FTA countries						countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
GAAP						generally accepted accounting principles in the United States
Henry Hub						the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
LIBOR						London Interbank Offered Rate
LNG						liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
MMBtu						million British thermal units, an energy unit
mtpa						million tonnes per annum

non-FTA countries						countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
SEC						U.S. Securities and Exchange Commission
SPA						LNG sale and purchase agreement
TBtu						trillion British thermal units, an energy unit
Train						an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
TUA						terminal use agreement



	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Revenues
LNG revenues	$	2,295		$	2,173		$	4,863		$	4,316
Regasification revenues	68			67			135			133
Other revenues	39			52			113			104
Total revenues	2,402			2,292			5,111			4,553

Operating costs and expenses
Cost of sales (excluding items shown separately below)	803			1,277			1,527			2,491
Operating and maintenance expense	355			295			671			516
Development expense	1			3			5			4
Selling, general and administrative expense	73			77			154			150
Depreciation and amortization expense	233			204			466			348
Impairment expense and loss on disposal of assets	—			4			5			6
Total operating costs and expenses	1,465			1,860			2,828			3,515

Income from operations	937			432			2,283			1,038

Other income (expense)
Interest expense, net of capitalized interest	(407		)	(372		)	(819		)	(619		)
Loss on modification or extinguishment of debt	(43		)	—			(44		)	—
Interest rate derivative loss, net	(25		)	(74		)	(233		)	(109		)
Other income, net	5			16			14			32
Total other expense	(470		)	(430		)	(1,082		)	(696		)

Income before income taxes and non-controlling interest	467			2			1,201			342
Income tax provision	(63		)	—			(194		)	(3		)
Net income	404			2			1,007			339
Less: net income attributable to non-controlling interest	207			116			435			312
Net income (loss) attributable to common stockholders	$	197		$	(114	)	$	572		$	27

Net income (loss) per share attributable to common stockholders—basic (1)	$	0.78		$	(0.44	)	$	2.27		$	0.11
Net income (loss) per share attributable to common stockholders—diluted (1)	$	0.78		$	(0.44	)	$	2.26		$	0.11

Weighted average number of common shares outstanding—basic	252.1			257.4			252.6			257.3
Weighted average number of common shares outstanding—diluted	252.4			257.4			253.3			258.6


~~(1)~~	~~Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented.~~


Three and Six Months Ended June 30, 2020
Three Months Ended March 31, 2021																							Three Months Ended March 31, 2021
	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								Par Value Amount				Shares			Amount
Balance at December 31, 2019	253.6		$	1	17.1	$	(674	)			$		4,167					$	(3,508			)		$	2,449	$	2,435

Balance at December 31, 2020																							Balance at December 31, 2020		252.3			$	1		20.8	$	(872)		$	4,273		$	(3,593)		$	2,409		$	2,218

Vesting of restricted stock units and performance stock units	2.1		—		—	—			—			—				—				—			Vesting of restricted stock units and performance stock units		1.8			0			0	0		0			0			0			0
Share-based compensation	—		—		—	—			29			—				—				29			Share-based compensation		—			0			—	0		33			0			0			33
Issued shares withheld from employees related to share-based compensation, at cost	(0.7	)	—		0.7	(39		)	—			—				—				(39		)	Issued shares withheld from employees related to share-based compensation, at cost		(0.6)			0			0.6	(42)		0			0			0			(42)
Shares repurchased, at cost	(2.9	)	—		2.9	(155		)	—			—				—				(155		)

Net income attributable to non-controlling interest	—		—		—	—			—			—				228				228			Net income attributable to non-controlling interest		—			0			—	0		0			0			178			178
Distributions and dividends to non-controlling interest	—		—		—	—			—			—				(154		)		(154		)

Distributions to non-controlling interest																							Distributions to non-controlling interest		—			0			—	0		0			0			(160)			(160)
Net income	—		—		—	—			—			375				—				375			Net income		—			0			—	0		0			393			0			393
Balance at March 31, 2020	252.1		1		20.7	(868		)	4,196			(3,133		)		2,523				2,719
Vesting of restricted stock units and performance stock units	0.1		—		—	—			—			—				—				—
Share-based compensation	—		—		—	—			31			—				—				31
Issued shares withheld from employees related to share-based compensation, at cost	—		—		—	(2		)	—			—				—				(2		)
Net income attributable to non-controlling interest	—		—		—	—			—			—				207				207
Distributions and dividends to non-controlling interest	—		—		—	—			—			—				(156		)		(156		)
Net income	—		—		—	—			—			197				—				197
Balance at June 30, 2020	252.2		$	1	20.7	$	(870	)	$	4,227		$	(2,936	)		$	2,574			$	2,996
Balance at March 31, 2021																							Balance at March 31, 2021		253.5			$	1		21.4	$	(914)	$	4,306		$	(3,200)		$	2,427		$	2,620


Three Months Ended March 31, 2020
	Total Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Non-controlling Interest		Total Equity
	Shares	Par Value Amount		Shares	Amount
Balance at December 31, 2019	253.6	$	1	17.1	$	(674)	$	4,167	$	(3,508)	$	2,449	$	2,435
Vesting of restricted stock units and performance stock units	2.1	0		0	0		0		0		0		0
Share-based compensation	—	0		—	0		29		0		0		29
Issued shares withheld from employees related to share-based compensation, at cost	(0.7)	0		0.7	(39)		0		0		0		(39)
Shares repurchased, at cost	(2.9)	0		2.9	(155)		0		0		0		(155)
Net income attributable to non-controlling interest	—	0		—	0		0		0		228		228
Distributions to non-controlling interest	—	0		—	0		0		0		(154)		(154)
Net income	—	0		—	0		0		375		0		375
Balance at March 31, 2020	252.1	$	1	20.7	$	(868)	$	4,196	$	(3,133)	$	2,523	$	2,719



Three and Six Months Ended June 30, 2019
	Total Stockholders’ Equity
	Common Stock				Treasury Stock				Additional Paid-in Capital		Accumulated Deficit			Non-controlling Interest			Total Equity
	Shares		Par Value Amount		Shares	Amount			Additional Paid-in Capital		Accumulated Deficit			Non-controlling Interest			Total Equity
Balance at December 31, 2018	257.0		$	1	12.8	$	(406	)	$	4,035	$	(4,156	)	$	2,455		$	1,929
Vesting of restricted stock units	0.6		—		—	—			—		—			—			—
Share-based compensation	—		—		—	—			28		—			—			28
Issued shares withheld from employees related to share-based compensation, at cost	(0.2	)	—		0.2	(12		)	—		—			—			(12		)
Net income attributable to non-controlling interest	—		—		—	—			—		—			196			196
Distributions and dividends to non-controlling interest	—		—		—	—			—		—			(144		)	(144		)
Net income	—		—		—	—			—		141			—			141
Balance at March 31, 2019	257.4		1		13.0	(418		)	4,063		(4,015		)	2,507			2,138
Vesting of restricted stock units	0.1		—		—	—			—		—			—			—
Share-based compensation	—		—		—	—			33		—			—			33
Issued shares withheld from employees related to share-based compensation, at cost	—		—		—	(2		)	—		—			—			(2		)
Shares repurchased, at cost	—		—		—	(3		)	—		—			—			(3		)
Net income attributable to non-controlling interest	—		—		—	—			—		—			116			116
Equity portion of convertible notes, net	—		—		—	—			1		—			—			1
Distributions and dividends to non-controlling interest	—		—		—	—			—		—			(146		)	(146		)
Net loss	—		—		—	—			—		(114		)	—			(114		)
Balance at June 30, 2019	257.5		$	1	13.0	$	(423	)	$	4,097	$	(4,129	)	$	2,477		$	2,023


	Fair Value Measurements as of
	March 31, 2021								December 31, 2020
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
CCH Interest Rate Derivatives liability	$	0	$	(114)	$	0	$	(114)	$	0	$	(140)	$	0	$	(140)

Liquefaction Supply Derivatives asset (liability)	7		(5)		149		151		5		(6)		241		240
LNG Trading Derivatives liability	0		(155)		(18)		(173)		(3)		(131)		0		(134)
FX Derivatives asset (liability)	0		1		0		1		0		(22)		0		(22)



	Fair Value Measurements as of
	June 30, 2020											December 31, 2019
	Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
CCH Interest Rate Derivatives liability	$	—		$	(191	)	$	—	$	(191	)	$	—	$	(81	)	$	—	$	(81	)
CCH Interest Rate Forward Start Derivatives liability	—			(102		)	—		(102		)	—		(8		)	—		(8		)
Liquefaction Supply Derivatives asset (liability)	11			(1		)	590		600			5		6			138		149
LNG Trading Derivatives asset (liability)	(2		)	153			—		151			—		165			—		165
FX Derivatives asset	—			15			—		15			—		4			—		4


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


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


~~PART I.~~	~~FINANCIAL INFORMATION~~


~~ITEM 1.~~	~~CONSOLIDATED FINANCIAL STATEMENTS~~


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



	June 30, 2020									December 31, 2019
	Liquefaction Supply Derivatives (1)			LNG Trading Derivatives (2)			Total			Liquefaction Supply Derivatives (1)			LNG Trading Derivatives (2)			Total
Consolidated Balance Sheets Location
Derivative assets	$	133		$	138		$	271		$	93		$	225		$	318
Non-current derivative assets	564			23			587			174			—			174
Total derivative assets	697			161			858			267			225			492

Derivative liabilities	(27		)	(10		)	(37		)	(16		)	(60		)	(76		)
Non-current derivative liabilities	(70		)	—			(70		)	(102		)	—			(102		)
Total derivative liabilities	(97		)	(10		)	(107		)	(118		)	(60		)	(178		)

Derivative asset, net	$	600		$	151		$	751		$	149		$	165		$	314

Notional amount, net (in TBtu) (3)	10,264			19						9,177			4


~~(1)~~	Does not include collateral posted with counterparties by us of $2 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively. Includes derivative assets of $5 million and $3 million as of June 30, 2020 and December 31, 2019,


~~(3)~~	~~Includes 182 TBtu and 120 TBtu as of June 30, 2020 and December 31, 2019, respectively, for natural gas supply contracts that SPL and CCL have with related parties.~~



	Consolidated Statements of Operations Location (1)	Three Months Ended June 30,						Six Months Ended June 30,
	Consolidated Statements of Operations Location (1)	2020			2019			2020			2019
LNG Trading Derivatives gain (loss)	LNG revenues	$	(34	)	$	94		$	106		$	158
LNG Trading Derivatives gain (loss)	Cost of sales	34			(51		)	—			(51		)
Liquefaction Supply Derivatives gain (loss) (2)	LNG revenues	(13		)	(1		)	(14		)	1
Liquefaction Supply Derivatives gain (loss) (2)(3)	Cost of sales	(62		)	57			475			139


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



	Gross Amounts Recognized			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts Presented in the Consolidated Balance Sheets
Offsetting Derivative Assets (Liabilities)	Gross Amounts Recognized			Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts Presented in the Consolidated Balance Sheets
As of June 30, 2020
CCH Interest Rate Derivatives	$	(191	)	$	—		$	(191	)
CCH Interest Rate Forward Start Derivatives	(102		)	—			(102		)
Liquefaction Supply Derivatives	715			(18		)	697
Liquefaction Supply Derivatives	(102		)	5			(97		)
LNG Trading Derivatives	163			(2		)	161
LNG Trading Derivatives	(21		)	11			(10		)
FX Derivatives	22			(7		)	15
As of December 31, 2019
CCH Interest Rate Derivatives	$	(81	)	$	—		$	(81	)
CCH Interest Rate Forward Start Derivatives	(8		)	—			(8		)
Liquefaction Supply Derivatives	281			(14		)	267
Liquefaction Supply Derivatives	(126		)	8			(118		)
LNG Trading Derivatives	229			(4		)	225
LNG Trading Derivatives	(60		)	—			(60		)
FX Derivatives	9			(4		)	5
FX Derivatives	(6		)	5			(1		)


Issuances			Principal Amount Issued

CQP — 4.000% Senior Notes due 2031 (the “2031 CQP Senior Notes”) (1)			$	1,500










Redemptions			Amount Redeemed
CQP — 5.250% Senior Notes due 2025 (the “2025 CQP Senior Notes”) (1)	$	1,500
Cheniere — Cheniere Term Loan Facility			148




Three Months Ended March 31, 2021 total			$	1,648


	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities		CCH Credit Facility		CCH Working Capital Facility		Cheniere Revolving Credit Facility		Cheniere Term Loan Facility (2)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750	$	2,620
Incremental commitments	0		0		1,566		850		500		75
Less:
Outstanding balance	0		0		2,627		0		0		0
Commitments prepaid or terminated	0		750		7,343		0		0		2,323
Letters of credit issued	413		0		0		293		0		0
Available commitment	$	787	$	750	$	0	$	907	$	1,250	$	372

Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%		LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%		(3)
Weighted average interest rate of outstanding balance	n/a		n/a		1.86%		n/a		n/a		n/a
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022		June 18, 2023


	2021 Cheniere Convertible Unsecured Notes			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	625
Add: interest paid-in-kind	320			0
Less: aggregate principal redeemed	(844)			0
Aggregate remaining principal	$	476		$	625

Debt component, net of discount and debt issuance costs	$	473		$	318
Equity component	$	201		$	194
Interest payment method	Paid-in-kind			Cash
Conversion by us (1)	—			(2)
Conversion by holders (1)	(3)			(4)
Conversion basis	Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	0		$	0
Maturity date	May 28, 2021			March 15, 2045
Contractual interest rate	4.875		%	4.25		%
Effective interest rate (5)	8.1		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (6)	0.2 years			24.0 years


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



	2021 Cheniere Convertible Unsecured Notes (1)			2025 CCH HoldCo II Convertible Senior Notes			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	1,000		$	625
Add: interest paid-in-kind	309			578			—
Less: aggregate principal redeemed	—			(300		)	—
Aggregate remaining principal	$	1,309		$	1,278		$	625

Debt component, net of discount and debt issuance costs	$	1,271		$	1,264		$	316
Equity component	$	211		$	—		$	194
Interest payment method	Paid-in-kind			Paid-in-kind / cash (2)			Cash
Conversion by us (3)	—			(4)			(5)
Conversion by holders (3)	(6)			(4)			(7)
Conversion basis	Cash and/or stock			Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	—		n/a			$	—
Maturity date	May 28, 2021			May 13, 2025			March 15, 2045
Contractual interest rate	4.875		%	11.0		%	4.25		%
Effective interest rate (8)	8.1		%	15.6		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (9)	0.9 years			0.3 years			24.7 years


~~(2)~~	Prior to the substantial completion of Train 2 of the CCL Project in August 2019, interest was paid entirely in kind. Following substantial completion, the interest has been paid in cash; however, a portion of the interest may, in the future, be paid in kind under certain specified circumstances.


~~(3)~~	~~Conversion is subject to various limitations and conditions.~~


~~(5)~~	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.


~~(6)~~	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.


~~(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.



	June 30, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes (1)	$	22,700	$	24,698	$	22,700	$	24,650
2037 SPL Senior Notes (2)	800		948		800		934
4.80% CCH Senior Notes (2)	727		841		727		830
3.925% CCH Senior Notes (2)	475		502		475		495
Credit facilities (3)	3,805		3,805		3,283		3,283
2021 Cheniere Convertible Unsecured Notes (2)	1,309		1,332		1,278		1,312
2025 CCH HoldCo II Convertible Senior Notes (2)	1,278		1,495		1,578		1,807
2045 Cheniere Convertible Senior Notes (4)	625		394		625		498