Cheniere Energy, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation as of the end of the fiscal year ended December 31, 2021, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are (1) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Our Management’s Report on Internal Control Over Financial Reporting is included in our Consolidated Financial Statements and is incorporated herein by reference. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 99 PART III Pursuant to paragraph 3 of General Instruction G to Form 10-K, the information required by Items 10 through 13 of Part III of this Report is incorporated by reference from Cheniere’s definitive proxy statement, which is to be filed pursuant to Regulation 14A within 120 days after the end of Cheniere’s fiscal year ended December 31, 2021. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is KPMG LLP , Houston, Texas , Auditor Firm ID 185 . The remaining information required by this Item is incorporated by reference from Cheniere’s definitive proxy statement, which is to be filed pursuant to Regulation 14A within 120 days after the end of Cheniere’s fiscal year ended December 31, 2021. 100 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements, Schedules and Exhibits (1) Financial Statements—Cheniere Energy, Inc. and Subsidiaries: Management’s Report to the Stockholders of Cheniere Energy, Inc. 53 Reports of Independent Registered Public Accounting Firm 54 Consolidated Statements of Operations 57 Consolidated Balance Sheets 58 Consolidated Statements of Stockholders’ Equity 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 61 (2) Financial Statement Schedules: Schedule I—Condensed Financial Information of Registrant for the years ended December 31, 2021, 2020 and 2019 119 Schedule II—Valuation and Qualifying Accounts 126 (3) Exhibits: Certain of the agreements filed as exhibits to this Form 10-K contain representations, warranties, covenants and conditions by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations, warranties, covenants and conditions: • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; • may apply standards of materiality that differ from those of a reasonable investor; and • were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. These agreements are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Investors should not rely on them as statements of fact. Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 2.1 Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among CQP, Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and the Company CQP 8-K 10.2 8/9/2012 3.1 Restated Certificate of Incorporation of the Company Cheniere 10-Q 3.1 8/10/2004 3.2 Certificate of Amendment of Restated Certificate of Incorporation of the Company Cheniere 8-K 3.1 2/8/2005 101 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 3.3 Certificate of Amendment of Restated Certificate of Incorporation of the Company Cheniere (SEC File No. 333-160017) S-8 4.3 6/16/2009 3.4 Certificate of Amendment of Restated Certificate of Incorporation of the Company Cheniere 8-K 3.1 6/7/2012 3.5 Certificate of Amendment of Restated Certificate of Incorporation of the Company Cheniere 8-K 3.1 2/5/2013 3.6 Bylaws of the Company, as amended and restated December 9, 2015 Cheniere 8-K 3.1 12/15/2015 3.7 Amendment No. 1 to the Amended and Restated Bylaws of the Company, dated September 15, 2016 Cheniere 8-K 3.1 9/19/2016 4.1 Specimen Common Stock Certificate of the Company Cheniere (SEC File No. 333-10905) S-1 4.1 8/27/1996 4.2 Indenture, dated as of February 1, 2013, by and among SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee CQP 8-K 4.1 2/4/2013 4.3 First Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.1.1 4/16/2013 4.4 Second Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.1.2 4/16/2013 4.5 Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.4 above) CQP 8-K 4.1.2 4/16/2013 4.6 Third Supplemental Indenture, dated as of November 25, 2013, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.1 11/25/2013 4.7 Fourth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.1 5/22/2014 4.8 Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4. 7 above) CQP 8-K 4.1 5/22/2014 4.9 Fifth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.2 5/22/2014 4.10 Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4. 9 above) CQP 8-K 4.2 5/22/2014 4.11 Sixth Supplemental Indenture, dated as of March 3, 2015, between SPL and The Bank of New York Mellon, as Trustee CQP 8-K 4.1 3/3/2015 4.12 Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.1 1 above) CQP 8-K 4.1 3/3/2015 4.13 Seventh Supplemental Indenture, dated as of June 14, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 6/14/2016 4.14 Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.1 3 above) CQP 8-K 4.1 6/14/2016 4.15 Eighth Supplemental Indenture, dated as of September 19, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 9/23/2016 4.16 Ninth Supplemental Indenture, dated as of September 23, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.2 9/23/2016 4.17 Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4.1 6 above) CQP 8-K 4.2 9/23/2016 4.18 Tenth Supplemental Indenture, dated as of March 6, 2017, between SPL and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 3/6/2017 4.19 Form of 4.200% Senior Secured Note due 2028 (Included as Exhibit A-1 to Exhibit 4.1 8 above) CQP 8-K 4.1 3/6/2017 102 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 4.20 Eleventh Supplemental Indenture, dated as of May 8, 2020, between SPL and The Bank of New York Mellon, as Trustee under the Indenture SPL 8-K 4.1 5/8/2020 4.21 Form of 4.500% Senior Secured Note due 2030 (Included as Exhibit A-1 to Exhibit 4.2 0 above) SPL 8-K 4.1 5/8/2020 4.22 Indenture, dated as of February 24, 2017, between SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 2/27/2017 4.23 Form of 5.00% Senior Secured Note due 2037 (Included as Exhibit A-1 to Exhibit 4.2 2 above) CQP 8-K 4.1 2/27/2017 4.24* Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee 4.25* Form of 2.95% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.2 4 above) 4.26* Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee 4.27* Form of 3.17% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.2 6 above) 4.28* First Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee 4.29* Form of 3.19% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.2 8 above) 4.30* Second Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee 4.31* Form of 3.08% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4. 30 above) 4.32* Third Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee 4.33* Form of 3.10% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.3 2 above) 4.34 Indenture, dated as of March 9, 2015, between the Company, the Guarantors and The Bank of New York Mellon, as Trustee Cheniere 8-K 4.1 3/13/2015 4.35 First Supplemental Indenture, dated as of March 9, 2015, between the Company, as Issuer, and The Bank of New York Mellon, as Trustee Cheniere 8-K 4.2 3/13/2015 4.36 Form of 4.25% Convertible Senior Note due 2045 (Included as Exhibit A to Exhibit 4. 35 above) Cheniere 8-K 4.2 3/13/2015 4.37 Indenture, dated as of September 22, 2020, between the Company as issuer, and the Bank of New York Mellon, as trustee Cheniere 8-K 4.1 9/22/2020 4.38 First Supplemental Indenture, dated as of September 22, 2020, between the Company, as issuer, and the Bank of New York Mellon, as trustee Cheniere 8-K 4.2 9/22/2020 4.39 Form of 4.625% Senior Secured Notes due 2028 (Included as Exhibit A-1 to Exhibit 4.38 above) Cheniere 8-K 4.2 9/22/2020 4.40 Indenture, dated as of May 18, 2016, among CCH, as Issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee Cheniere 8-K 4.1 5/18/2016 4.41 Form of 7.000% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4. 40 above) Cheniere 8-K 4.1 5/18/2016 4.42 First Supplemental Indenture, dated as of December 9, 2016, among CCH, as Issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee Cheniere 8-K 4.1 12/9/2016 4.43 Form of 5.875% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4. 4 2 above) Cheniere 8-K 4.1 12/9/2016 103 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 4.44 Second Supplemental Indenture, dated as of May 19, 2017, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 5/19/2017 4.45 Form of 5.125% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4. 4 4 above) CCH 8-K 4.1 5/19/2017 4.46 Third Supplemental Indenture, dated as of September 6, 2019, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee CCH 8-K 4.1 9/12/2019 4.47 Fourth Supplemental Indenture, dated as of November 13, 2019, among CCH, as issuer, CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 11/13/2019 4.48 Form of 3.700% Note due 2029 (Included as Exhibit A-1 to Exhibit 4.4 7 above) CCH 8-K 4.1 11/13/2019 4.49 Fifth Supplemental Indenture, dated as of August 24, 2021, among CCH, as issuer, CCL, CCP, and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 8/24/2021 4.50 Form of 2.742% Senior Secured Note due 2039 (Included as Exhibit A-1 to Exhibit 4.4 9 above) CCH 8-K 4.1 8/24/2021 4.51 Indenture, dated as of August 20, 2020, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 8/21/2020 4.52 Form of 3.52% Senior Secured Note due December 31, 2039 (Included as Exhibit A-1 to Exhibit 4.5 1 above) CCH 8-K 4.1 8/21/2020 4.53 Indenture, dated as of September 27, 2019, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 9/30/2019 4.54 Form of 4.80% Senior Note due December 31, 2039 (Included as Exhibit A-1 to Exhibit 4. 5 3 above) CCH 8-K 4.1 9/30/2019 4.55 Indenture, dated as of October 17, 2019, among CCH, as issuer, and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee CCH 8-K 4.1 10/18/2019 4.56 Form of 3.925% Senior Note due December 31, 2039 (Included as Exhibit A to Exhibit 4. 5 5 ) CCH 8-K 4.1 10/18/2019 4.57 Indenture, dated as of September 18, 2017, between CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 9/18/2017 4.58 First Supplemental Indenture, dated as of September 18, 2017, between CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.2 9/18/2017 4.59 Second Supplemental Indenture, dated as of September 11, 2018, among CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 9/12/2018 4.60 Third Supplemental Indenture, dated as of September 12, 2019, among CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 9/12/2019 4.61 Form of 4.500% Senior Notes due 2029 (Included as Exhibit A-1 to Exhibit 4. 60 above) CQP 8-K 4.1 9/12/2019 4.62 Fourth Supplemental Indenture, dated as of November 5, 2020, between CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture Cheniere 10-Q 4.4 11/6/2020 4.63 Fifth Supplemental Indenture, dated as of March 11, 2021, among CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 3/11/2021 104 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 4.64 Form of 4.000% Senior Notes due 2031 (Included as Exhibit A-1 to Exhibit 4. 6 3 above) CQP 8-K 4.1 3/11/2021 4.65 Sixth Supplemental Indenture, dated as of September 27, 2021, among CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 9/27/2021 4.66 Form of 3.25% Senior Notes due 2032 (Included as Exhibit A-1 to Exhibit 4.6 5 above) CQP 8-K 4.1 9/27/2021 4.67 Seventh Supplemental Indenture, dated as of September 27, 2021, among CQP, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture CQP 8-K 4.1 10/1/2021 4.68 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Cheniere 10-K 4.45 2/25/2020 10.1 LNG Terminal Use Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and SPLNG Cheniere 10-Q 10.1 11/15/2004 10.2 Amendment of LNG Terminal Use Agreement, dated January 24, 2005, by and between Total LNG USA, Inc. and SPLNG Cheniere 10-K 10.40 3/10/2005 10.3 Amendment of LNG Terminal Use Agreement, dated June 15, 2010, by and between Total Gas & Power North America, Inc. and SPLNG Cheniere 10-Q 10.2 8/6/2010 10.4 Omnibus Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and SPLNG Cheniere 10-Q 10.2 11/15/2004 10.5 Parent Guarantee, dated as of November 5, 2004, by Total S.A. in favor of SPLNG Cheniere 10-Q 10.3 11/15/2004 10.6 Letter Agreement, dated September 11, 2012, between Total Gas & Power North America, Inc. and SPLNG CQP 10-Q 10.1 11/2/2012 10.7 LNG Terminal Use Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and SPLNG Cheniere 10-Q 10.4 11/15/2004 10.8 Amendment to LNG Terminal Use Agreement, dated December 1, 2005, by and between Chevron U.S.A. Inc. and SPLNG SPLNG S-4 10.28 11/22/2006 10.9 Amendment of LNG Terminal Use Agreement, dated June 16, 2010, by and between Chevron U.S.A. Inc. and SPLNG Cheniere 10-Q 10.3 8/6/2010 10.10 Omnibus Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and SPLNG Cheniere 10-Q 10.5 11/15/2004 10.11 Guaranty Agreement, dated as of December 15, 2004, from ChevronTexaco Corporation to SPLNG SPLNG S-4 10.12 11/22/2006 10.12 Second Amended and Restated LNG Terminal Use Agreement, dated as of July 31, 2012, between SPL and SPLNG SPLNG 8-K 10.1 8/6/2012 10.13 Letter Agreement, dated May 28, 2013, by and between SPL and SPLNG SPLNG 10-Q 10.1 8/2/2013 10.14 Guarantee Agreement, dated as of July 31, 2012, by CQP in favor of SPLNG SPLNG 8-K 10.2 8/6/2012 10.15† Cheniere Energy, Inc. 2011 Incentive Plan (as amended through April 13, 2017) Cheniere 10-Q 10.1 8/8/2017 10.16† Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (US - New Hire) Cheniere 8-K 10.13 8/10/2012 10.17† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20) Cheniere 10-K 10.37 2/24/2017 10.18† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grades 18-20) Cheniere 10-Q 10.2 5/4/2017 10.19† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17) Cheniere 10-K 10.38 2/24/2017 10.20† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan) Cheniere 10-K 10.39 2/24/2017 105 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.21† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Severance Pay Plan) Cheniere 10-K 10.40 2/24/2017 10.22† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 16 and Below) Cheniere 10-Q 10.4 5/4/2017 10.23† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Singapore) (Grade 16 and Below) Cheniere 10-Q 10.5 5/4/2017 10.24† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20) Cheniere 10-K 10.41 2/24/2017 10.25† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grades 18-20) Cheniere 10-Q 10.7 5/4/2017 10.26† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17) Cheniere 10-K 10.42 2/24/2017 10.27† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 17) Cheniere 10-Q 10.8 5/4/2017 10.28† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan) Cheniere 10-K 10.43 2/24/2017 10.29† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (UK) (Grade 16 and Below) Cheniere 10-Q 10.9 5/4/2017 10.30† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (2019 Grades 18-20) Cheniere 10-K 10.35 2/26/2019 10.31† Cheniere Energy, Inc. 2014-2018 Long-Term Cash Incentive Program Cheniere 10-Q 10.9 4/30/2015 10.32† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Executive) Cheniere 10-Q 10.10 4/30/2015 10.33† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Non-Executive) Cheniere 10-Q 10.11 4/30/2015 10.34† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Executive) Cheniere 10-Q 10.12 4/30/2015 10.35† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Non-Executive) Cheniere 10-Q 10.13 4/30/2015 10.36† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Consultant) Cheniere 10-Q 10.14 4/30/2015 10.37† Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Consultant) Cheniere 10-Q 10.15 4/30/2015 10.38† Cheniere Energy, Inc. 2020 Incentive Plan Cheniere (SEC No. 333-238261) S-8 4.9 5/14/2020 10.39† Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2020 Incentive Plan (Director) Cheniere 8-K 10.4 5/20/2020 10.40† Form of Restricted Stock Grant under the Cheniere Energy , Inc. 2020 Incentive Plan (Director) Cheniere 10-Q 10.1 8/5/2021 10.41† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20 Executive Officer) Cheniere 8-K 10.5 5/20/2020 10.42† Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan (Grades 18-20) Cheniere 8-K 10.6 5/20/2020 106 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.43† Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2020 Incentive Plan Cheniere 10-K 10.45 2/24/2021 10.44†* Form of Performance Stock Unit Award Agreement Under the Cheniere Energy, Inc. 2020 Incentive Plan 10.45†* Amended and Restated Cheniere Energy, Inc. Key Executive Severance Pay Plan (Effective November 3, 2021) and Summary Plan Description 10.46†* D irector Deferred Compensation Plan (Effective February 10, 2022) 10.47†* F orm of Deferred Stock Unit Award Agreement Under the Director Deferred Comp ensation Plan 10.48† Employment Agreement between the Company and Jack A. Fusco, dated May 12, 2016 Cheniere 8-K 10.1 5/12/2016 10.49† Employment Agreement Amendment between the Company and Jack Fusco, dated August 15, 2019 Cheniere 8-K 10.1 8/15/2019 10.50† Second Employment Agreement Amendment between the Company and Jack Fusco, dated August 11, 2021 Cheniere 8-K 10.1 8/13/2021 10.51† Cheniere Energy, Inc. Amended and Restated Retirement Policy, dated effective August 15, 2019 Cheniere 10-K 10.49 2/25/2020 10.52† Form of Indemnification Agreement for officers of the Company Cheniere 8-K 10.2 5/20/2020 10.53† Form of Indemnification Agreement for directors of the Company Cheniere 8-K 10.1 5/20/2020 10.54† Letter Agreement between the Company and Douglas Shanda, dated November 1, 2019 Cheniere 8-K 10.1 11/1/2019 10.55† Letter Agreement, dated August 5, 2020, between the Company and Michael J. Wortley Cheniere 8-K 10.1 8/6/2020 10.56 Third Amended and Restated Common Terms Agreement, among SPL, as borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto and Société Générale, as the Common Security Trustee and the Intercreditor Agent Cheniere 8-K 10.2 3/23/2020 10.57 Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, among SPL, as borrower, certain subsidiaries of SPL, The Bank of Nova Scotia, as Senior Facility Agent, Société Générale, as the Common Security Trustee, the issuing banks and lenders from time to time party thereto and other participants SPL 8-K 10.1 3/23/2020 10.58 Third Amended and Restated Accounts Agreement, among SPL, certain subsidiaries of SPL, Société Générale, as the Common Security Trustee, and Citibank, N.A. as the Accounts Bank SPL 8-K 10.3 3/23/2020 10.59 First Amendment to Third Amended and Restated Common Terms Agreement, dated as of July 26, 2021, among SPL, as borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto and Société Générale, as the Common Security Trustee and the Intercreditor Agent Cheniere 10-Q 10.2 11/4/2021 10.60 Amended and Restated Term Loan Facility Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time and Société Générale as the Term Loan Facility Agent Cheniere 8-K 10.1 5/24/2018 107 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.61 Amended and Restated Common Terms Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, Société Générale, as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, and Société Générale as Intercreditor Agent, and any other facility lenders party thereto from time to time Cheniere 8-K 10.2 5/24/2018 10.62 First Amendment to the Amended and Restated Common Terms Agreement, dated as of November 28, 2018, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as Intercreditor Agent Cheniere 10-K 10.6 2/26/2019 10.63 Second Amendment to the Amended and Restated Common Terms Agreement, dated as of August 30, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent Cheniere 10-Q 10.4 11/1/2019 10.64 Third Amendment to the Amended and Restated Common Terms Agreement, dated as of November 8, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent Cheniere 10-K 10.62 2/24/2021 10.65 Fourth Amendment to the Amended and Restated Common Terms Agreement, dated as of November 26, 2019, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent Cheniere 10-K 10.63 2/24/2021 10.66 Fifth Amendment to the Amended and Restated Common Terms Agreement, dated as of November 16, 2020, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent Cheniere 10-K 10.64 2/24/2021 10.67 Sixth Amendment to the Amended and Restated Common Terms Agreement, dated as of April 1, 2021, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent Cheniere 10-Q 10.3 8/5/2021 10.68* Seventh Amendment to the Amended and Restated Common Terms Agreement, dated as of October 8, 2021, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent 108 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.69* Eighth Amendment to the Amended and Restated Common Terms Agreement, dated as of November 16, 2021, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent 10.70 Amended and Restated Common Security and Account Agreement, dated May 22, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the Senior Creditor Group Representatives, Société Générale as the Intercreditor Agent, Société Générale as Security Trustee and Mizuho Bank, Ltd as the Account Bank Cheniere 8-K 10.3 5/24/2018 10.71 First Amendment to the Amended and Restated Common Security and Account Agreement, dated as of November 28, 2018, by and among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank Cheniere 10-K 10.62 2/26/2019 10.72 Second Amendment to Common Security and Account Agreement, dated as of August 30, 2019, by and among CCH , CCL, CCP, Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd; as Account Bank Cheniere 10-Q 10.5 11/1/2019 10.73 Third Amendment to Common Security and Account Agreement, dated as of November 16, 2020, by and among CCH, CCL, CCP, Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd; as Account Bank Cheniere 10-K 10.68 2/24/2021 10.74 Fourth Amendment to Common Security and Account Agreement, dated as of April 1, 2021, among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank Cheniere 10-Q 10.2 8/5/2021 10.75* Fifth Amendment to Common Security and Account Agreement, dated as of October 8, 2021, among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank 10.76* Sixth Amendment to Common Security and Account Agreement, dated as of November 16, 2021, among CCH, CCL, CCP and Corpus Christi Pipeline GP, LLC, the Senior Creditor Group Representatives, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank 10.77 Amended and Restated Pledge Agreement, dated May 22, 2018, among Cheniere CCH HoldCo I , LLC and Société Générale as Security Trustee Cheniere 8-K 10.4 5/24/2018 10.78 Amended and Restated Equity Contribution Agreement, dated May 22, 2018, among CCH and the Company Cheniere 8-K 10.5 5/24/2018 109 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.79 Amended and Restated Working Capital Facility Agreement, dated June 29, 2018, among CCH, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time, the issuing banks party thereto from time to time, the Bank of Nova Scotia as Working Capital Facility Agent, and Société Générale as Security Trustee Cheniere 8-K 10.1 7/2/2018 10.80 Second Amended and Restated Revolving Credit Agreement, dated as of October 28, 2021, among the Company , the Lenders and Issuing Banks party thereto, Sumitomo Mitsui Banking Corporation, as ESG Coordinator, and Société Générale, as Administrative Agent Cheniere 8-K 10.1 11/1/2021 10.81 Amendment to Amended and Restated Revolving Credit Agreement, dated as of September 27, 2019, among the Company, Société Générale as administrative agent, and the Requisite Lenders party thereto Cheniere 10-Q 10.7 11/1/2019 10.82 Credit Agreement, dated June 18, 2020, among the Company, the Lenders party thereto, Société Générale, as Administrative Agent, and the other agents and arrangers party thereto from time to time Cheniere 8-K 10.1 6/19/2020 10.83 Amendment No. 2 to the Amended and Restated Revolving Credit Agreement, dated as of June 18, 2020, among the Company, Société Générale as administrative agent, and the Requisite Lenders party thereto Cheniere 10-Q 10.11 8/6/2020 10.84 Credit and Guaranty Agreement, dated as of May 29, 2019, among the CQP, as Borrower, certain subsidiaries of the CQP, as Subsidiary Guarantors, the lenders from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent and Sole Coordinating Lead Arranger, and certain arrangers and other participants Cheniere 8-K 10.1 6/3/2019 10.85 Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated September 4, 2015, as amended by (a) Third Omnibus Amendment, dated as of May 23, 2018; (b) Fourth Omnibus Amendment, dated as of September 17, 2018; and (c) Fifth Omnibus Amendment, Consent and Waiver, dated as of May 29, 2019, among SPL, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender and Common Security Trustee, and the senior lenders party thereto from time to time Cheniere 10-Q 10.2 8/8/2019 10.86 Registration Rights Agreement, dated as of September 27, 2021, among CQP the guarantors party thereto and RBC Capital Markets, LLC CQP 8-K 10.1 9/27/2021 10.87 Registration Rights Agreement, dated as of August 24, 2021, among CCH and CCL, CCP and Corpus Christi Pipeline GP, LLC, as guarantors, and Morgan Stanley & Co, LLC, for itself and as representative of the purchasers CCH 8-K 10.1 8/24/2021 10.88 Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) Cheniere 8-K 10.1 11/9/2018 110 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.89 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: the Change Order CO-00001 Modifications to Insurance Language Change Order, dated June 3, 2019 Cheniere 10-Q 10.6 8/8/2019 10.90 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00002 Fuel Provisional Sum Closure, dated July 8, 2019, (ii) the Change Order CO-00003 Currency Provisional Sum Closure, dated July 8, 2019, (iii) the Change Order CO-00004 Foreign Trade Zone, dated July 2, 2019, (iv) the Change Order CO-00005 NGPL Gate Access Security Coordination Provisional Sum, dated July 17, 2019, (v) the Change Order CO-00006 Alternate to Adams Valves, dated August 14, 2019, (vi) the Change Order CO-00007 E-1503 to HRU Permanent Drain Piping, dated August 14, 2019, (vii) the Change Order CO-00008 Differing Subsurface Soil Conditions - Train 6 ISBL, dated August 27, 2019, (viii) the Change Order CO-00009 LNG Berth 3, dated September 25, 2019 and (iv) the Change Order CO-00010 Cold Box Redesign and Addition of Inspection Boxes on Methane Cold Box, dated September 16, 2019 Cheniere 10-Q 10.10 11/1/2019 10.91 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00011 Insurance Provisional Sum Interim Adjustment, dated October 1, 2019 and (ii) the Change Order CO-00012 Replacement of Timber Piles with Pre-Stressed Concrete Piles, dated October 30, 2019 Cheniere 10-K 10.88 2/25/2020 10.92 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00013 Cost to Comply with SPL FTZ (FTZ entries, bonded transports and receipts for AG Pipe Spools Only), dated February 10, 2020, (ii) the Change Order CO-00014 Permanent Access Road to Third Berth, dated February 10, 2020, (iii) the Change Order CO-00015 Modifications to Schedule Bonus Language, dated February 10, 2020, (iv) the Change Order CO-00016 LNG Berth 3 LNTP No 3, dated January 31, 2020 and (v) the Change Order CO-00017 Construction Doc Fender Guards and LP Fuel Gas Overpressure Interlock, dated March 18, 2020 Cheniere 10-Q 10.6 4/30/2020 10.93 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00018 Electrical Studies for GTG Grid Modification, dated April 2, 2020, (ii) the Change Order CO-00019 Third Berth - Change in 5kV Electrical Tie-In, dated April 30, 2020, (iii) the Change Order CO-00020 LNG Berth 3 LNTP No. 4, dated May 4, 2020, (iv) the Change Order CO-00021 Train 6 P1601 A/B/ Flange Changes, dated May 27, 2020 and (v) the Change Order CO-00022 Train 6 H2S Skid Modifications to Level Transmitters & GTG Pressure Range Change on PT-573 A/B, dated June 4, 2020 Cheniere 10-Q 10.9 8/6/2020 111 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.94 Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00023 Third Berth Vapor Fence Provisional Sum Scope Removal and Closeout, dated June 22, 2020, (ii) the Change Order CO-00024 Train 6 Thermowell Upgrades, dated June 22, 2020, (iii) the Change Order CO-00025 Third Berth Bubble Curtain, dated June 22, 2020, (iv) the Change Order CO-00026 Third Berth Fuel Provisional Sum Closure Change Order, dated July 14, 2020, (v) the Change Order CO-00027 Third Berth Currency Provisional Sum Closure Change Order, dated July 20, 2020, (vi) the Change Order CO-00028 Train 6 Hot Oil WHRU PSV Bypass, dated August 11, 2020 and (vii) the Change Order CO-00029 Change in Law IMO 2020 Regulatory Change – Low Sulphur Emissions on Marine Vessels, dated August 25, 2020 Cheniere 10-Q 10.2 11/6/2020 10.95 Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between the SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00030 Third Berth Soil Preparation Provisional Sum Interim Adjustment Change Order, dated September 16, 2020, (ii) the Change Order CO-00031 Provisional Sum Consolidation (PAB, Taxes & Insurance), dated October 2, 2020, (iii) the Change Order CO-00032 COVID-19 Impacts, dated October 2, 2020, (iv) the Change Order CO-00033 Third Berth - Jetty Building (00A-4041) - Clean Agent System, dated November 2, 2020 and (v) the Change Order CO-00034 Vanessa Spare Valves, dated November 18, 2020 Cheniere 10-K 10.88 2/24/2021 10.96 Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00035 Impacts from Hurricanes Laura and Delta, dated December 22, 2020, (ii) the Change Order CO-00036 Third Berth - Add N2 Connection on Liquid & Hybrid SVT Loading Arm Apex, dated December 22, 2020, (iii) the Change Order CO-00037 Third Berth Design Vessels Update, dated December 22, 2020, (iv) the Change Order CO-00038 Train 6 PV-16002 & FV-15104 Valve Trim Upgrades, dated January 21, 2021, (v) the Change Order CO-00039 Third Berth Design Update to Supply Bunkering Fuel, dated February 11, 2021, (vi) the Change Order CO-00040 LNG Benchmark 7 Elevation Change, dated 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 Cheniere 10-Q 10.2 5/4/2021 112 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.97 Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00043 Third Berth SVT Loading Arm Spares, dated April 9, 2021, (ii) the Change Order CO-00044 Third Berth U/G Directional Drilling & Cathodic Protection Provisional Sum Closures, dated April 9, 2021, (iii) the Change Order CO-00045 Winter Storm Impacts, dated April 9, 2021, (iv) the Change Order CO-00046 NGPL Security Provisional Sum Interim Adjustment, dated June 15, 2021, (v) the Change Order CO-00047 80 Acres Bridge, dated June 15, 2021 and (vi) the Change Order CO-00048 AGRU Additions for Lean Solvent Overpressure, dated June 15, 2021 Cheniere 10-Q 10.4 8/5/2021 10.98 Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00049 COVID-19 Impacts 2Q2021, dated July 6, 2021, (ii) CO-00050 Third Berth Bunkering Ship Modifications — Pre-Investment for Foundations, dated July 6, 2021, (iii) CO-00051 Thermal Oxidizer Controls Change, dated September 8, 2021, (iv) CO-00052 Third Berth Spare Beacon and Additional Cable Tray, dated September 8, 2021 and (v) CO-00053 Train 6 Gearbox Assembly Replacement for Unit 1411, dated September 24, 2021 Cheniere 10-Q 10.1 11/4/2021 10.99* Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00054 80 Acres Bridge Credit, dated November 30, 2021, (ii) CO-00055 Change in Law LPDES Permit - Water Treatment Filter Washing, dated December15, 2021, (iii) CO-00056 Impacts from Hurricane Ida, dated December 15, 2021 and (iv) CO-00057 Impacts from Hurricane Nicholas, dated December 15 , 2021 10.100 Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated December 12, 2017, by and between CCL and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) Cheniere 10-K/A 10.23 4/27/2018 10.101 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00001 Stage 2 EPC Agreement Revised Table A-2, dated May 18, 2018, (ii) the Change Order CO-00002 Stage 2 EPC Agreement Amended and Restated Attachment C, dated May 18, 2018, (iii) the Change Order CO-00003 Fuel Provisional Sum Adjustment, dated May 24, 2018, (iv) the Change Order CO-00004 Currency Provisional Sum Adjustment, dated May 29, 2018, (v) the Change Order CO-00005 JT Valve Modifications, dated July 10, 2018 and (vi) the Change Order CO-00006 Tank B Soil Conditions, International Building Code, and East Jetty Marine Facility Schedule Acceleration, dated September 5, 2018 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) Cheniere 10-Q 10.3 11/8/2018 113 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.102 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00007 Tell-Tale Signs, Additional Tie-Ins, and System Inspection Isometrics, dated October 15, 2018, (ii) the Change Order CO-00008 Insurance Provisional Sum Interim Adjustment, dated November 19, 2018 and (iii) the Change Order CO-00009 Traffic and Logistics Impacts Due to Enforcement of Electronic Logging Devices, dated November 28, 2018 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) Cheniere 10-K 10.117 2/26/2019 10.103 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000010 OSHA Handrail Requirement Changes Impact, dated January 25, 2019, (ii) the Change Order CO-00011 Differing Soil Conditions - Train 3, dated March 7, 2019 and (iii) the Change Order CO-00012 Tank B Logo Deletion, dated March 25, 2019 (Portions of this exhibit have been omitted.) Cheniere 10-Q 10.2 5/9/2019 10.104 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000013 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD), dated May 2, 2019, (ii) the Change Order CO-00014 Tank B Jump-over Tie-In Interface - Long Lead Items, dated May 2, 2019 and (iii) the Change Order CO-00015 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q1_2019, dated June 4, 2019 (Portions of this exhibit have been omitted.) Cheniere 10-Q 10.4 8/8/2019 10.105 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-000016 Tank B Jump-over Tie-In (Part 1) and Deletion of East Jetty Shroud, dated August 5, 2019, (ii) the Change Order CO-00017 H2S Removal Skid PSVs Modifications and Revision to Chemical Cleaning Milestones, dated August 5, 2019 and (iii) the Change Order CO-00018 Cold Box Redesign Major Permanent Plant Materials and Ethylene Cold Box’s E-1504 Partial Mockup, dated September 6, 2019 (Portions of this exhibit have been omitted.) Cheniere 10-Q 10.9 11/1/2019 114 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.106 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00019 Aircraft Warning Lights, dated September 23, 2019, (ii) the Change Order CO-00020 Section 232 Steel and Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q2_2019, dated October 8, 2019, (iii) the Change Order CO-00021 Spare Transition Joints for Potential Future Cold Box Modifications, dated October 8, 2019, (iv) the Change Order CO-00022 Modification of the Train 3 Methane Cold Box, dated December 6, 2019 and (v) the Change Order Co-00023 Section 232 Steel & Aluminum Tariffs & Anti-dumping (ADA) and Countervailing Duties (CVD) Q3_2019, dated December 10, 2019 (Portions of this exhibit have been omitted.) Cheniere 10-K 10.95 2/25/2020 10.107 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00024 East Jetty Cooldown Line & Simultaneous Ship Loading, dated January 6, 2020, (ii) the Change Order CO-00025 East Jetty Manual Gas Sampler, dated January 7, 2020, (iii) the Change Order CO-00026 Study for Adding Valve Actuator for E-W Jetty Flow Segregation, dated January 8, 2020, (iv) the Change Order CO-00027 Tank B Isolation of Proposed Fourth In-Tank LNG Pump - Long Lead Items, dated January 8, 2020, (v) the Change Order CO-00028 Tank B Rundown Line (Part I), dated January 31, 2020, (vi) the Change Order CO-00029 9% Nickel and Cryogenic Rebar Provisional Sum Closeout, dated February 18, 2020 and (vii) the Change Order CO-00030 Additional Valve for Isolation in CCL Stage 2 to CCL Stage 3 from Tank B, dated February 18, 2020 (Portions of this exhibit have been omitted) Cheniere 10-Q 10.7 4/30/2020 10.108 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00031 Tank B Isolation of Proposed 4th In-Tank LNG Pump (Post Start-Up of Tank B) - EPC, dated April 1, 2020, (ii) the Change Order CO-00032 Train 3 Thermowell Upgrades, dated April 3, 2020, (iii) the Change Order CO-00033 Tank B Rundown Line (Part 2) Development Costs, dated April 29, 2020 and (iv) the Change Order CO-00034 Train 3 UPS Modification of MV Motors, dated May 21, 2020 (Portions of this exhibit have been omitted) Cheniere 10-Q 10.10 8/6/2020 115 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.109 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00035 Spill Conveyance from Flare KO Drum Area, dated July 6, 2020, (ii) the Change Order CO-00036 Tie-Ins for Heavy Hydrocarbon Removal Modifications (E&P) Rev 1, dated August 5, 2020, (iii) the Change Order CO-00037 Train 3 PV-16002 Valve Trim Change - Rev 1, dated August 14, 2020, (iv) the Change Order CO-00038 Hot Oil Overpressure Relief, dated August 14, 2020, (v) the Change Order CO-00039 Supply of Nitrogen for Commissioning Units 16, 17 and Feed Gas, dated August 20, 2020 and (vi) the Change Order CO-00040 COVID-19 Impacts, dated September 15, 2020 (Portions of this exhibit have been omitted) Cheniere 10-Q 10.3 11/6/2020 10.110 Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00041 Additional O&M Support (COVID-19), dated October 2, 2020 and (ii) the Change Order CO-00042 Replacement of Owner Spare Parts, dated December 31, 2020 (Portions of this exhibit have been omitted) Cheniere 10-K 10.99 2/24/2021 10.111 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.: the Change Order CO-00043 Early Turnover of Tank B, dated January 13, 2021 (Portions of this exhibit have been omitted) Cheniere 10-Q 10.3 5/4/2021 10.112 LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) CQP 8-K 10.1 11/21/2011 10.113 Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) CQP 10-Q 10.1 5/3/2013 10.114 Amendment of LNG Sale and Purchase Agreement (FOB), dated January 12, 2017, between SPL (Seller) and Gas Natural Fenosa LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.) (Buyer) SPL (SEC File No. 333-215882) S-4 10.3 2/3/2017 10.115 LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between SPL (Seller) and GAIL (India) Limited (Buyer) CQP 8-K 10.1 12/12/2011 10.116 Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and GAIL (India) Limited (Buyer) CQP 10-K 10.18 2/22/2013 10.117 Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between SPL (Seller) and BG Gulf Coast LNG, LLC (Buyer) CQP 8-K 10.1 1/26/2012 10.118 LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between SPL (Seller) and Korea Gas Corporation (Buyer) CQP 8-K 10.1 1/30/2012 10.119 Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and Korea Gas Corporation (Buyer) CQP 10-K 10.19 2/22/2013 10.120 Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL (Seller) and Cheniere Marketing, LLC (Buyer) SPL 8-K 10.1 8/11/2014 116 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 10.121 Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) SPL 10-K 10.14 2/24/2017 10.122 LNG Sale and Purchase Agreement (FOB), dated June 2, 2014, between CCL (Seller) and Gas Natural Fenosa LNG SL (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) Cheniere 8-K 10.1 6/2/2014 10.123 Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 27, 2018, between CCL (Seller) and Gas Natural Fenosa LNG GOM, Limited (Buyer) Cheniere 10-Q 10.6 5/4/2018 10.124 Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP CCH S-4 10.32 1/5/2017 10.125 Amendment No. 1, dated June 26, 2015, to Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP CCH S-4 10.33 1/5/2017 10.126 Amendment No. 2, dated December 27, 2016, to Amended and Restated Base LNG Purchase Agreement (FOB), dated as of November 28, 2014, between CCL and Cheniere Marketing International LLP CCH S-4 10.34 1/5/2017 10.127 Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement with eleven Cameron Parish taxing authorities, dated October 23, 2007, by and between Cheniere Marketing, Inc. and SPLNG Cheniere 10-Q 10.7 11/6/2007 10.128 Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among the Company, Cheniere Energy Partners GP, LLC, CQP, Cheniere Class B Units Holdings, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to time CQP 8-K 10.1 8/6/2012 10.129 Fourth Amended and Restated Agreement of Limited Partnership of CQP, dated February 14, 2017 CQP 8-K 3.1 2/21/2017 10.130 Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated December 13, 2013 Cheniere Holdings 8-K 10.3 12/18/2013 10.131 Nomination and Standstill Agreement, dated August 21, 2015, by and between the Company, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C. Icahn, Jonathan Christodoro and Samuel Merksamer Cheniere 8-K 99.1 8/24/2015 21.1* Subsidiaries of the Company 23.1* Consent of KPMG LLP 31.1* Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act 31.2* Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act 32.1** Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document 117 Exhibit No. Incorporated by Reference (1) Description Entity Form Exhibit Filing Date 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Exhibits are incorporated by reference to reports of Cheniere (SEC File No. 001-16383), CQP (SEC File No. 001-33366), Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”) (SEC File No. 001-36234), SPL (SEC File No. 333-192373), CCH (SEC File No. 333-215435) and SPLNG (SEC File No. 333-138916), as applicable, unless otherwise indicated. * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. 118 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in millions) Year Ended December 31, 2021 2020 2019 General and administrative expense $ 17 $ 20 $ 17 Depreciation expense 1 — — Total operating costs and expenses 18 20 17 Other income (expense) Interest expense, net of capitalized interest ( 151 ) ( 155 ) ( 141 ) Interest income — — 1 Loss on modification or extinguishment of debt ( 6 ) ( 50 ) — Equity in income (loss) of subsidiaries ( 2,584 ) 77 490 Total other income (expense) ( 2,741 ) ( 128 ) 350 Income (loss) before income taxes ( 2,759 ) ( 148 ) 333 Less: income tax benefit ( 416 ) ( 63 ) ( 315 ) Net income (loss) attributable to common stockholders $ ( 2,343 ) $ ( 85 ) $ 648 The accompanying notes are an integral part of these condensed financial statements. 119 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in millions) December 31, 2021 2020 ASSETS Current assets Cash and cash equivalents $ 17 $ — Restricted cash and cash equivalents — 1 Other current assets 1 1 Total current assets 18 2 Property, plant and equipment, net of accumulated depreciation 35 30 Operating lease assets 19 22 Debt issuance and deferred financing costs, net of accumulated amortization 16 15 Investments in subsidiaries — 2,324 Deferred tax assets 797 381 Total assets $ 885 $ 2,774 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Current operating lease liabilities $ 6 $ 5 Current debt — 103 Other current liabilities 30 37 Total current liabilities 36 145 Long-term debt, net of discount and debt issuance costs 2,285 2,790 Investments in subsidiaries 1,110 — Operating lease liabilities 24 30 Other non-current liabilities 1 — Stockholders’ deficit ( 2,571 ) ( 191 ) Total liabilities and stockholders’ deficit $ 885 $ 2,774 The accompanying notes are an integral part of these condensed financial statements. 120 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2021 2020 2019 Net cash provided by (used in) operating activities $ ( 232 ) $ ( 285 ) $ 74 Cash flows from investing activities Property, plant and equipment ( 6 ) ( 13 ) ( 2 ) Distribution from (investment in) subsidiaries 1,498 ( 481 ) 842 Net cash provided by (used in) investing activities 1,492 ( 494 ) 840 Cash flows from financing activities Proceeds from issuance of debt 1,579 4,778 — Redemptions and repayments of debt ( 2,022 ) ( 3,143 ) — Debt issuance and other financing costs ( 9 ) ( 57 ) — Debt modification or extinguishment costs ( 1 ) ( 29 ) — Cash dividends to shareholders ( 85 ) — — Distributions to non-controlling interest ( 649 ) ( 626 ) ( 591 ) Payments related to tax withholdings for share-based compensation ( 48 ) ( 43 ) ( 19 ) Repurchase of common stock ( 9 ) ( 155 ) ( 249 ) Net cash provided by (used in) financing activities ( 1,244 ) 725 ( 859 ) Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 16 ( 54 ) 55 Cash, cash equivalents and restricted cash and cash equivalents—beginning of period 1 55 — Cash, cash equivalents and restricted cash and cash equivalents—end of period $ 17 $ 1 $ 55 Balances per Condensed Balance Sheets: December 31, 2021 2020 Cash and cash equivalents $ 17 $ — Restricted cash and cash equivalents — 1 Total cash, cash equivalents and restricted cash and cash equivalents $ 17 $ 1 The accompanying notes are an integral part of these condensed financial statements. 121 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Condensed Financial Statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere. In the Condensed Financial Statements, Cheniere’s investments in affiliates are presented at the net amount attributable to Cheniere. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded on the Condensed Balance Sheets. The income from operations of the affiliates is reported on a net basis as investment in affiliates (equity in income of subsidiaries). A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The Condensed Financial Statements should be read in conjunction with Cheniere’s Consolidated Financial Statements. Recent Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing contracts expected to arise from the market transition from LIBOR to alternative reference rates. The transition period under this standard is effective March 12, 2020 and will apply through December 31, 2022. We have a revolving credit facility indexed to LIBOR. To date, we have amended our revolving credit facility to incorporate a fallback replacement rate indexed to SOFR as a result of the expected LIBOR transition. We elected to apply the optional expedients as applicable to certain modified terms, however the impact of applying the optional expedients has not been material thus far. We will continue to elect to apply the optional expedients to qualifying contract modifications in the future. NOTE 2—DEBT As of December 31, 2021 and 2020, our debt consisted of the following (in millions): December 31, 2021 2020 4.625 % Senior Secured Notes due 2028 2,000 2,000 4.875 % Convertible Unsecured Notes due 2021 (1) — 476 4.25 % Convertible Senior Notes due 2045 (2) 625 625 Cheniere Revolving Credit Facility — — Cheniere Term Loan Facility — 148 Total debt 2,625 3,249 Current portion of long-term debt — ( 104 ) Unamortized discount and debt issuance costs, net ( 340 ) ( 355 ) Total long-term debt, net of discount and debt issuance costs $ 2,285 $ 2,790 (1) A portion of the outstanding balance that is due within one year is classified as current portion of long-term debt. (2) The redemption of these notes was financed with borrowings under the Cheniere Revolving Credit Facility, which is a long-term debt instrument. Therefore, the 4.25% Convertible Senior Notes due 2045 were classified as long-term debt as of December 31, 2021. 122 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2021 (in millions): Years Ending December 31, Principal Payments 2022 (1) $ 625 2023 — 2024 — 2025 — 2026 — Thereafter 2,000 Total $ 2,625 (1) Includes $ 625 million aggregate principal amount outstanding of the 2045 Cheniere Convertible Senior Notes as we issued a notice of redemption on December 6, 2021 for all amounts outstanding. As discussed above, the balance is classified as long-term debt in our Balance Sheets as the redemption was financed with long-term borrowings subsequent to the balance sheet date. NOTE 3—GUARANTEES Cheniere has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees and stand-by letters of credit. Cheniere enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. As of December 31, 2021, outstanding guarantees and other assurances aggregated approximately $ 472 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2021. NOTE 4—LEASES Our leased assets consist primarily of office space and facilities, which are classified as operating leases. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Balance Sheets (in millions): December 31, Condensed Balance Sheet Location 2021 2020 Right-of-use assets—Operating Operating lease assets $ 19 $ 22 Total right-of-use assets $ 19 $ 22 Current operating lease liabilities Current operating lease liabilities $ 6 $ 5 Non-current operating lease liabilities Operating lease liabilities 24 30 Total lease liabilities $ 30 $ 35 The following table shows the classification and location of our lease cost on our Condensed Statements of Operations (in millions): Year Ended December 31, Condensed Statements of Operations Location 2021 2020 Operating lease cost (1) General and administrative expense $ 9 $ 10 (1) Includes $ 4 million of variable lease costs paid to the lessor during each of the years ended December 31, 2021 and 2020. 123 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED Future annual minimum lease payments for operating leases as of December 31, 2021 are as follows (in millions): Years Ending December 31, Operating Leases (1) 2022 $ 8 2023 8 2024 7 2025 6 2026 6 Thereafter 1 Total lease payments 36 Less: Interest ( 6 ) Present value of lease liabilities $ 30 The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases: December 31, 2021 2020 Weighted-average remaining lease term (in years) 4.8 5.7 Weighted-average discount rate 6.6 % 6.6 % The following table includes other quantitative information for our operating leases (in millions): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7 $ 7 Right-of-use assets obtained in exchange for new operating lease liabilities — 5 NOTE 5—STOCKHOLDERS’ EQUITY On June 3, 2019, we announced that our Board authorized a three -year, $ 1.0 billion share repurchase program. On September 7, 2021, the Board authorized an increase in the share repurchase program to $ 1.0 billion, inclusive of any amounts remaining under the previous authorization as of December 31, 2021, for an additional three years beginning on October 1, 2021. The following table presents information with respect to repurchases of common stock during the years ended December 31, 2021 and 2020 (in millions, except per share data): Year Ended December 31, 2021 2020 2019 Aggregate common stock repurchased 0.1 2.9 4.0 Weighted average price paid per share $ 87.32 $ 53.88 $ 62.27 Total amount paid (in millions) $ 9 $ 155 $ 249 As of December 31, 2021, we had up to $ 998 million of the share repurchase program available. Dividends During the year ended December 31, 2021, we declared and paid an inaugural quarterly dividend of $ 0.33 per common share. On January 25, 2022, we declared a quarterly dividend of $ 0.33 per common share that is payable on February 28, 2022 to shareholders of record as of February 7, 2022. 124 SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED NOTE 6 —SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2021 2020 2019 Cash paid during the period for interest, net of amounts capitalized $ 130 $ 45 $ 36 Non-cash investing and financing activities: Non-cash capital distributions (1) — 79 490 (1) Amounts represent undistributed equity income of affiliates. 125 SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at beginning of period Charged to costs and expenses Charged to other accounts Deductions Balance at end of period Year Ended December 31, 2021 Current expected credit losses on receivables and contract assets $ 7 $ 2 $ — $ — $ 9 Deferred tax asset valuation allowance 190 ( 127 ) — — 63 Year Ended December 31, 2020 Current expected credit losses on receivables and contract assets $ — $ 7 $ — $ — $ 7 Deferred tax asset valuation allowance 196 ( 6 ) — — 190 Year Ended December 31, 2019 Allowance for credit losses or doubtful accounts on receivables and contract assets $ 30 $ 16 $ — $ ( 46 ) $ — Deferred tax asset valuation allowance 686 ( 490 ) — — 196 126 ITEM 16. FORM 10-K SUMMARY None. 127 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHENIERE ENERGY, INC. (Registrant) By: /s/ Jack A. Fusco Jack A. Fusco President and Chief Executive Officer (Principal Executive Officer) Date: February 23, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jack A. Fusco President and Chief Executive Officer and Director (Principal Executive Officer) February 23, 2022 Jack A. Fusco /s/ Zach Davis Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 23, 2022 Zach Davis /s/ Leonard E. Travis Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 23, 2022 Leonard E. Travis /s/ G. Andrea Botta Chairman of the Board February 23, 2022 G. Andrea Botta /s/ Vicky A. Bailey Director February 23, 2022 Vicky A. Bailey /s/ Patricia K. Collawn Director February 23, 2022 Patricia K. Collawn /s/ David B. Kilpatrick Director February 23, 2022 David B. Kilpatrick /s/ Sean Klimczak Director February 23, 2022 Sean Klimczak /s/ Andrew Langham Director February 23, 2022 Andrew Langham /s/ Lorraine Mitchelmore Director February 23, 2022 Lorraine Mitchelmore /s/ Donald F. Robillard, Jr. Director February 23, 2022 Donald F. Robillard, Jr. /s/ Neal A. Shear Director February 23, 2022 Neal A. Shear /s/ Andrew Teno Director February 23, 2022 Andrew Teno 128