Cheniere Energy Partners, L.P. - Annual Report: 2023 (Form 10-K)

DEFINITIONS

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

Common Industry and Other Terms


ASU			Accounting Standards Update
Bcf			billion cubic feet
Bcf/d			billion cubic feet per day
Bcf/yr			billion cubic feet per year
Bcfe			billion cubic feet equivalent
	4,568			(2,093)

	1,068			(933)

	63			—

	213			(191)

	72			(10)


	—			1

6.95		$	3.27		$	3.68

Volumes loaded and recognized from the Liquefaction Project

Table of Content

Net income

The increase of $1.8 billion in net income between the years ended December 31, 2023 and 2022 was primarily attributable to the favorable variance of $3.2 billion from changes in fair value and settlements of derivatives. During the year ended December 31, 2023, we recognized gains of $1.8 billion due to non-cash favorable changes in fair value of the IPM agreement with Tourmaline Oil Marketing Corp. (the “Tourmaline IPM Agreement”) as a result of lower volatility in international gas prices and declines in international forward commodity curves, as compared to a loss of $757 million in the year ended December 31, 2022 following the assignment of the Tourmaline IPM Agreement to SPL from Corpus Christi Liquefaction Stage III, LLC (“CCL Stage III”) in March 2022. The 2022 loss following the assignment was primarily attributed to SPL’s lower credit risk profile relative to that of CCL Stage III, resulting in a higher derivative liability given reduced risk of SPL’s own nonperformance and shifts in the international forward commodity curve. The increase was partially offset by a reduction in LNG revenues, net of cost of sales and excluding the aforementioned effect of derivatives, of $492 million between the years ended December 31, 2023 and 2022, which was attributable to lower margins on LNG delivered. The remaining offsetting variance is primarily attributable to a decrease in our regasification revenues primarily as a result of the early termination of one of our TUA agreements in December 2022.

The following is an additional discussion of the significant drivers of the variance in net income by line item:

Revenues

The $7.5 billion decrease in revenues between the years ended December 31, 2023 and 2022 was primarily attributable to:

•$6.7 billion decrease in revenues due to lower pricing per MMBtu, from decreased Henry Hub pricing; and

•$933 million decrease in regasification revenues due to the accelerated recognition of revenues associated with the termination of one of our TUA agreements in December 2022. See Note 1 3 —Revenues of our Notes to Consolidated Financial Statements for additional information on the termination agreement.

Operating costs and expenses

The $9.2 billion decrease in operating costs and expenses between the years ended December 31, 2023 and 2022 was primarily attributable to:

•$6.1 billion decrease in cost of sales excluding the effect of derivative changes described below, primarily as a result of $6.0 billion decrease in cost of natural gas feedstock largely due to lower U.S. natural gas prices; and

•$3.2 billion favorable variance from changes in fair value and settlements of derivatives included in cost of sales, from a loss of $1.2 billion in the year ended December 31, 2022 to a gain of $2.1 billion in the year ended December 31, 2023, primarily due to decreased international gas prices resulting in non-cash favorable changes in fair value of our commodity derivatives indexed to such prices, specifically associated with the Tourmaline IPM Agreement as discussed above under Net income.

Significant factors affecting our results of operations

Below are significant factors that affect our results of operations.

Gains and losses on derivative instruments

Derivative instruments are utilized to manage our exposure to commodity-related marketing and price risks and are reported at fair value on our Consolidated Financial Statements. For commodity derivative instruments related to our IPM agreements, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Notwithstanding the operational intent to mitigate risk exposure over time, the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, the use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control. For example, as described in Note 8—Derivative

Table of Content

Instruments of our Notes to Consolidated Financial Statements, the fair value of our Liquefaction Supply Derivatives incorporates market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of both satisfaction of contractual events or states of affairs and delivery commencement. We may recognize changes in fair value through earnings that could be significant to our results of operations if and when such uncertainties are resolved.

Commissioning cargoes

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 year ended December 31, 2022, we realized offsets to LNG terminal costs of $148 million corresponding to 13 TBtu attributable to the sale of commissioning cargoes from Train 6 of the Liquefaction Project. We did not have any commissioning cargoes during the year ended December 31, 2023.

Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of cash and cash equivalents, restricted cash and cash equivalents and available commitments under our credit facilities. Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt offerings by us or our subsidiaries and equity offerings by us. The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.


	December 31, 2023


Cash and cash equivalents	$	575
Restricted cash and cash equivalents designated for the Liquefaction Project	56

Available commitments under our credit facilities (1):

SPL Revolving Credit Facility	720
CQP Revolving Credit Facility	1,000

Total available commitments under our credit facilities	1,720

Total available liquidity	$	2,351

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of December 31, 2023. See Note 11 —Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to December 31, 2023 will be driven by future sources of liquidity and future cash requirements as further discussed under the caption Future Sources and Uses of Liquidity.

Although our sources and uses of cash are presented below from a consolidated standpoint, we and our subsidiary SPL operate with independent capital structures. Certain restrictions under debt instruments executed by SPL limit its ability to distribute cash, including the following:

•SPL is required to deposit all cash received into restricted cash and cash equivalents accounts under certain of their debt agreements. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments. In addition, SPL’s operating costs are managed by subsidiaries of Cheniere under affiliate agreements, which may require SPL to advance cash to the respective affiliates; and

•SPL is restricted by affirmative and negative covenants included in certain of its debt agreements in its ability to make certain payments, including distributions, unless specific requirements are satisfied.

Despite the restrictions noted above, we believe that sufficient flexibility exists to enable each independent capital structure to meet its currently anticipated cash requirements. The sources of liquidity at SPL primarily fund the cash

Table of Content

requirements of SPL, and any remaining liquidity not subject to restriction, as supplemented by liquidity provided by SPLNG, is available to enable CQP to meet its cash requirements.

Supplemental Guarantor Information

The 2033 CQP Senior Notes are jointly and severally guaranteed by each of our current and future subsidiaries who guarantee the CQP Revolving Credit Facility and the $1.5 billion of 4.500% Senior Notes due 2029, $1.5 billion of 4.000% Senior Notes due 2031 and $1.2 billion of 3.25% Senior Notes due 2032 (together with the 2033 CQP Senior Notes, the “CQP Senior Notes”) are jointly and severally guaranteed by each of our 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 Guarantors’ guarantees are full and unconditional, subject to certain release provisions including (1) the sale, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the CQP Guarantors, (2) upon the liquidation or dissolution of a Guarantor, (3) following the release of a Guarantor from another guarantee that resulted in the creation of its guarantee of the CQP Senior Notes and (4) upon the legal defeasance or satisfaction and discharge of obligations under the indenture governing the CQP Senior Notes. In the event of a default in payment of the principal or interest by us, whether at maturity of the CQP Senior Notes or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the CQP Guarantors to enforce the guarantee.

The rights of holders of the CQP Senior Notes against the CQP Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of the CQP Guarantors. Moreover, this provision may not be effective to protect the guarantee from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.

Table of Content

The following tables include summarized financial information of CQP (the “Parent Issuer”), and the CQP Guarantors (together with the Parent Issuer, the “Obligor Group”) on a combined basis. Investments in and equity in the earnings of SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP (collectively with SPL, the “Non-Guarantors”), which are not currently members of the Obligor Group, have been excluded. Intercompany balances and transactions between entities in the Obligor Group have been eliminated. Although the creditors of the Obligor Group have no claim against the Non-Guarantors, the Obligor Group may gain access to the assets of the Non-Guarantors upon bankruptcy, liquidation or reorganization of the Non-Guarantors due to its investment in these entities. However, such claims to the assets of the Non-Guarantors would be subordinated to any claims by the Non-Guarantors’ creditors, including trade creditors.


Summarized Balance Sheets (in millions)			December 31,

			2023				2022
ASSETS
Current assets
Cash and cash equivalents			$	575			$	904
Accounts receivable from Non-Guarantors			55				55

Other current assets			39				40
Current assets—affiliate			86				171
Current assets with Non-Guarantors			1				—
Total current assets			756				1,170

Property, plant and equipment, net of accumulated depreciation			2,915				2,946
Other non-current assets, net			110				109
Total assets			$	3,781			$	4,225

LIABILITIES
Current liabilities
Due to affiliates			$	121			$	193
Deferred revenue from Non-Guarantors			3				24


3.9		$	14.1			$	31.0			$	49.0

	24.4				60.1				89.6




	0.1				0.1				0.2



	2.2				1.2				4.3
1.2		$	8.9			$	10.2			$	20.3

(1)Debt and interest payments are based on the total debt balance, scheduled contractual maturities and fixed or estimated forward interest rates in effect at December 31, 2023. Debt and interest payments do not contemplate repurchases, repayments and retirements that we may make prior to contractual maturity.

Debt

As of December 31, 2023, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $16.0 billion and credit facilities with no outstanding loan balances. As of December 31, 2023, we and SPL were in compliance with all covenants related to their respective debt agreements. Further discussion of our debt obligations, including the restrictions imposed by these arrangements, can be found in Note 11—Debt of our Notes to Consolidated Financial Statements.

Interest

As of December 31, 2023, our senior notes had a weighted average contractual interest rate of 4.83%. Borrowings under our credit facilities are indexed to SOFR. Undrawn commitments under our credit facilities are subject to commitment fees ranging from 0.075% to 0.300%, subject to change based on the applicable entity’s credit rating. Issued letters of credit under our credit facilities are subject to letter of credit fees ranging from 1.00% to 2.00%, subject to change based on the applicable entity’s credit rating. We had $280 million aggregate amount of issued letters of credit under our credit facilities as of December 31, 2023.

Additional Future Cash Requirements for Financing

CQP Distribution

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash, which, as defined in our partnership agreement, consists of cash on hand at the end of a quarter less the amount of any reserves established by our general partner. All distributions paid to date have been made from accumulated operating surplus.

Capital Allocation Plan

In September 2022, the board of directors of Cheniere approved a revised long-term capital allocation plan, which may involve the repayment, redemption or repurchase, on the open market or otherwise, of debt, including senior notes of CQP and SPL.

Table of Content

Sources and Uses of Cash

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


	Year Ended December 31,
	2023		2022

Net cash provided by operating activities	$	3,109	$	4,149
Net cash used in investing activities	(227)		(451)
Net cash used in financing activities	(3,247)		(3,676)












Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	$	(365)	$	22

Operating Cash Flows

The $1.0 billion decrease between the periods was primarily related to lower cash receipts from the sale of LNG cargoes from lower pricing per MMBtu, as a result of decreased Henry Hub pricing, and regasification fees. The decrease was partially offset by lower cash outflows for natural gas feedstock, mostly due to lower U.S. natural gas prices.

Investing Cash Flows

Cash outflows for property, plant and equipment during the year ended December 31, 2023 were primarily related to optimization and other site improvement projects. Cash outflows for property, plant and equipment during the year ended December 31, 2022 were primarily related to the construction costs for Train 6 of the Liquefaction Project, which achieved substantial completion on February 4, 2022.

Financing Cash Flows

The following table summarizes our financing activities (in millions):


		Year Ended December 31,
		2023		2022
Proceeds from issuances of debt		$	1,397	$	559
Redemptions and repayments of debt		(1,700)		(1,560)



	47

1,318 $(1,032)

The changes in fair value on instruments held at the end of both years are primarily attributed to a significant variance in the estimated and observable forward international LNG commodity prices on our IPM agreement during the years ended December 31, 2023 and 2022.

The estimated fair value of level 3 derivatives recognized in our Consolidated Balance Sheets as of December 31, 2023 and 2022 amounted to a liability of $1.7 billion and $3.7 billion, respectively, consisting entirely of physical liquefaction supply derivatives.

The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a material change in the estimated fair value could occur in the near future, particularly as it relates to commodity prices given the level of volatility in the current year. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for further analysis of the sensitivity of the fair value of our derivatives to hypothetical changes in underlying prices.

Recent Accounting Standards

For a summary of recently issued accounting standards, see Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketing and Trading Commodity Price Risk

SPL has commodity derivatives consisting of natural gas supply contracts for the operation of the Liquefaction Project (the “Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in millions):


	December 31, 2023				December 31, 2022
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	(1,657)	$	362	$	(3,741)	$	565

See Note 8 —Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our derivative instruments.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE ENERGY PARTNERS, L.P.


Management’s Report to the Unitholders of Cheniere Energy Partners, L.P.			48
Reports of Independent Registered Public Accounting Firm			49
Consolidated Statements of Income			53
Consolidated Balance Sheets			54
Consolidated Statements of Partners’ Equity (Deficit)			55
Consolidated Statements of Cash Flows			56
Notes to Consolidated Financial Statements			57
Note 1—Organization and Nature of Operations			57
Note 2—Unitholders’ Equity			57
Note 3—Summary of Significant Accounting Policies			58
Note 4—Restricted Cash and Cash Equivalents			62
Note 5—Trade and Other Receivables, Net of Current Expected Credit Losses			62
Note 6—Inventory			63
Note 7—Property, Plant and Equipment, Net of Accumulated Depreciation			63
Note 8—Derivative Instruments			64
Note 9—Other Non-current Assets, Net			67
Note 10—Accrued Liabilities			68
Note 11—Debt			68
Note 12—Leases			71
Note 13—Revenues			72
Note 14—Related Party Transactions			76
Note 15—Net Income per Common Unit			78
Note 16—Commitments and Contingencies			79
Note 17—Customer Concentration			81
Note 18—Supplemental Cash Flow Information			81

)) ) $ $

(1)

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

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except unit data)

December 31,

2023

2022

ASSETS

Current assets

Cash and cash equivalents

Restricted cash and cash equivalents

Trade and other receivables, net of current expected credit losses

Trade receivables—affiliate

Advances to affiliate

Inventory

Current derivative assets

Margin deposits

Other current assets, net

Total current assets

Property, plant and equipment, net of accumulated depreciation

Operating lease assets

Debt issuance costs, net of accumulated amortization

Derivative assets

Other non-current assets, net

Total assets

LIABILITIES AND PARTNERS’ DEFICIT

Current liabilities

Accounts payable

Accrued liabilities

Accrued liabilities—related party

Current debt, net of discount and debt issuance costs

Due to affiliates

Deferred revenue

Deferred revenue—affiliate

Current derivative liabilities

Other current liabilities

Total current liabilities

Long-term debt, net of discount and debt issuance costs

Operating lease liabilities

Finance lease liabilities

Derivative liabilities

Other non-current liabilities

Other non-current liabilities—affiliate

Commitments and contingencies (see Note 16)

Partners’ deficit

Common unitholders’ interest ( million units issued and outstanding at both December 31, 2023 and 2022)

()

—

()

—

()

—

()

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

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Year Ended December 31,
	2023	2022	2021
Cash flows from operating activities
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense
Amortization of debt issuance costs, premium and discount
Loss on modification or extinguishment of debt
Total losses (gains) on derivative instruments, net	()		()
Total gains on derivatives instruments, net—related party			()
Net cash used for settlement of derivative instruments	()	()	()

Other

Changes in operating assets and liabilities:
Trade and other receivables, net of current expected credit losses		()	()
Trade receivables—affiliate		()	()
Accounts receivable—related party			()
Advances to affiliate		()
Inventory			()
Margin deposits		()	()

Accounts payable and accrued liabilities	()
Accrued liabilities—related party	()		()
Due to affiliates	()
Total deferred revenue		()
Other, net	()	()	()
Other, net—affiliate
Net cash provided by operating activities

Cash flows from investing activities
Property, plant and equipment, net	()	()	()
Other	()
Net cash used in investing activities	()	()	()

Cash flows from financing activities
Proceeds from issuances of debt
Redemptions and repayments of debt	()	()	()



Distributions	()	()	()
Other	()	()	()
Net cash used in financing activities	()	()	()

Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	()		()
Cash, cash equivalents and restricted cash and cash equivalents—beginning of period
Cash, cash equivalents and restricted cash and cash equivalents—end of period	$	$	$

Balances per Consolidated Balance Sheets:


	December 31,
	2023	2022
Cash and cash equivalents	$	$
Restricted cash and cash equivalents

Total cash, cash equivalents and restricted cash and cash equivalents	$	$

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

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—

operational Trains, for a total production capacity of approximately mtpa of LNG (the “Liquefaction Project”). The Sabine Pass LNG Terminal also has operational regasification facilities that include LNG storage tanks, vaporizers and marine berths. Additionally, the Sabine Pass LNG Terminal includes a -mile natural gas supply pipeline owned by our subsidiary, CTPL, that interconnects the Sabine Pass LNG Terminal with several large interstate and intrastate pipelines (the “Creole Trail Pipeline”).

We are pursuing a certain expansion project to provide additional liquefaction capacity, and we have commenced commercialization to support the additional liquefaction capacity associated with this expansion project.

We do not have employees and thus we and our subsidiaries have various services agreements with affiliates of Cheniere in the ordinary course of business, including services required to construct, operate and maintain the Liquefaction Project, and administrative services. See Note 1 4 —Related Party Transactions for additional details of the activity under these services agreements during the years ended December 31, 2023, 2022 and 2021.

We are not subject to federal or state income taxes, as our partners are taxed individually on their allocable share of our taxable income. At December 31, 2023, the tax basis of our assets and liabilities was $ billion less than the reported amounts of our assets and liabilities. See Note 14—Related Party Transactions for details about income taxes under our tax sharing agreements.

As of December 31, 2023, Cheniere owned % of our limited partner interest in the form of million of our common units. Cheniere also owns % of our general partner interest and our incentive distribution rights (“IDRs”).

NOTE 2—

% of all distributions made by us. In addition, the general partner holds IDRs, which allow the general partner to receive a higher percentage of quarterly distributions of available cash from operating surplus as additional target levels are met, but may transfer these rights separately from its general partner interest. The higher percentages range from % to %, inclusive of the general partner interest.

Our partnership agreement requires that, within days after the end of each quarter, we distribute all of our available cash, which, as defined in our partnership agreement, is generally our cash is our cash on hand at the end of a quarter less the amount of any reserves established by our general partner. All distributions we have paid to date have been made from accumulated operating surplus as defined in the partnership agreement.

As of December 31, 2023, our total securities beneficially owned in the form of common units were held % by Cheniere, % by CQP Target Holdco L.L.C. (“CQP Target Holdco”) and other affiliates of Blackstone Inc. (“Blackstone”) and Brookfield Asset Management Inc. (“Brookfield”) and % by the public. All of our % general partner interest was held by Cheniere. CQP Target Holdco’s equity interests are % owned by BIP Chinook Holdco L.L.C., an affiliate of Blackstone, and % owned by BIF IV Cypress Aggregator (Delaware) LLC, an affiliate of Brookfield. The ownership of CQP Target Holdco, Blackstone and Brookfield are based on their most recent filings with the SEC.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

NOTE 3—

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

record any material impairments related to property, plant and equipment during the years ended December 31, 2023, 2022 and 2021.

years

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

have any derivative instruments designated as cash flow, fair value or net investment hedges during the years ended December 31, 2023, 2022 and 2021. See Note 8—Derivative Instruments

incurred credit losses related to these cash balances to date.

The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within margin deposits on our Consolidated Balance Sheets.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

or more years with a total of different third party customers and had agreements with Cheniere Marketing. SPL is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs.

Our arrangements with our customers incorporate certain provisions to mitigate our exposure to credit losses and include, under certain circumstances, customer collateral, netting of exposures through the use of industry standard commercial agreements and, as described above, margin deposits with certain counterparties in the over-the-counter derivative market, with such margin deposits primarily facilitated by independent system operators and by clearing brokers. Payments on margin deposits, either by us or by the counterparty depending on the position, are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us (or to the counterparty) on or near the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions.

recorded an ARO associated with the Sabine Pass LNG Terminal. Based on the real property lease agreements at the Sabine Pass LNG Terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG Terminal have terms of up to years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG Terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

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

NOTE 4—

million and $ million of restricted cash and cash equivalents, respectively, for which the usage or withdrawal of such cash is contractually or legally restricted to the payment of liabilities related to the Liquefaction Project as required under certain debt arrangements.

NOTE 5—

$ Other receivables Total trade and other receivables, net of current expected credit losses$ $

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

NOTE 6—

$ LNG Natural gas Other Total inventory$ $

NOTE 7—

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

and years, as follows:Natural gas pipeline facilitiesMarine berth, electrical, facility and roadsWater pipelinesRegasification processing equipment Sendout pumpsLiquefaction processing equipment

Other

Fixed Assets

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

Assets under Finance Leases

Our assets under finance leases consists of certain tug vessels that meet the classification of a finance lease. These assets are depreciated on a straight-line method over the respective lease term. See Note 12—Leases for additional details of our finance leases.

NOTE 8—

of SPL’s derivative instruments are designated as cash flow, fair value or net investment hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Income to the extent not utilized for the commissioning process, in which case such changes are capitalized.

$ $()$()$()$()$()$() ()()

(1)

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

)))()

(1) million as of December 31, 2023, which is included in other current liabilities on our Consolidated Balance Sheets, and collateral posted with counterparties by us of $ million as of December 31, 2022, which is included in margin deposits on our Consolidated Balance Sheets.

Consolidated Balance Sheets Presentation

$ Offsetting amounts()()Net assets$ $ Gross liabilities$()$()Offsetting amounts Net liabilities$()$()

NOTE 9—

$ Tax-related prepayments and receivables Other, net Total other non-current assets, net$ $

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

NOTE 10—

$ Interest costs and related debt fees LNG terminal and related pipeline costs Other accrued liabilities Total accrued liabilities $ $

NOTE 11—

% due 2024 (the “2024 SPL Senior Notes”)$ $

% due 2025

% due 2026

% due 2027

% due 2028

% due 2030

% weighted average rate due 2037

Total SPL Senior Secured Notes

Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)

Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)

Total debt - SPL

CQP:

Senior Notes:

% due 2029

% due 2031

% due 2032

% due 2033 (the “2033 CQP Senior Notes”)

Total CQP Senior Notes

Credit facilities (the “CQP Credit Facilities”)

Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)

Total debt - CQP

Total debt Current debt, net of discount and debt issuance costs() Long-term portion of unamortized discount and debt issuance costs, net()()Total long-term debt, net of discount and debt issuance costs$ $

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

billion and (2) % of net tangible assets (or % in the case of 2033 CQP Senior Notes), the CQP Senior Notes will be secured by a first-priority lien (subject to permitted encumbrances) on substantially all of our existing and future tangible and intangible assets and rights and the CQP Guarantors and equity interests in the CQP Guarantors. The liens securing the CQP Senior Notes, if applicable, will be shared equally and ratably (subject to permitted liens) with the holders of any other senior secured obligations. We may, at any time, redeem all or part of the CQP Senior Notes at specified prices set forth in the respective indentures governing the CQP Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption.

2025202620272028ThereafterTotal$

$ Less: $ Senior unsecured%, plus margin of % - % or base rate plus % - %

SOFR plus credit spread adjustment of %, plus margin of % - % or base rate plus % - %

% - %

) $ $

Fair Value Disclosures

$ $ $ $ $

(1) million of variable lease costs incurred during each of the years ended December 31, 2023, 2022 and 2021, respectively.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

$ 2025 2026 2027 2028 Thereafter Total lease payments Less: Interest()()Present value of lease liabilities$ $

Weighted-average discount rate % % % %

The following table includes other quantitative information for our operating and finance leases (in millions):


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases



		$		$

(1)

% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Bcf/d. Approximately Bcf/d of the regasification capacity at the Sabine Pass LNG Terminal has been reserved under a long-term TUA with TotalEnergies Gas & Power North America, Inc. (“TotalEnergies”), under which they are required to pay fixed monthly fees to SPLNG, regardless of their use of the LNG terminal, aggregating approximately $ million annually for years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. Prior to its cancellation effective December 31, 2022, SPLNG also had a TUA for Bcf/d with Chevron, as further described below. Approximately Bcf/d of regasification capacity of the Sabine Pass LNG Terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation.

Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs.

In 2012, SPL entered into a partial TUA assignment agreement with TotalEnergies, whereby upon substantial completion of Train 5 of the Liquefaction Project, SPL gained access to substantially all of TotalEnergies’ capacity and other services provided under TotalEnergies’ 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 and permit SPL to more flexibly manage its LNG storage capacity. Notwithstanding any arrangements between TotalEnergies and SPL, payments required to be made by TotalEnergies to SPLNG will continue to be made by TotalEnergies to SPLNG in accordance with its TUA and we continue to recognize the payments received from TotalEnergies as revenue. Cost incurred to TotalEnergies are recognized in operating and maintenance expense. During the years ended December 31, 2023, 2022 and 2021, SPL recorded $ million, $ million and $ million, respectively, as operating and maintenance expense under this partial TUA assignment agreement.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

Termination Agreement with Chevron

In June 2022, Chevron entered into an agreement with SPLNG providing for the early termination of the TUA and an associated terminal marine services agreement between the parties and their affiliates (the “Termination Agreement”), effective July 2022, for a lump sum fee of $ million (the “Termination Fee”). Obligations pursuant to the TUA and associated agreement, including Chevron’s obligation to pay SPLNG capacity payments totaling $ million annually (adjusted for inflation) from 2023 through 2029, terminated on December 31, 2022, upon SPLNG’s receipt of the Termination Fee in December 2022. We allocated the $ million Termination Fee to the terminated commitments, with $ million in cash inflows allocable to the termination of the TUA, which was recognized ratably over the July 6, 2022 to December 31, 2022 period as regasification revenues on our Consolidated Statements of Income, and an offsetting $ million reported, upon receipt of the Termination Fee, as a loss on extinguishment of debt on our Consolidated Statements of Income allocable to a premium paid to Chevron to terminate a revenue sharing arrangement with them that was accounted for as debt.

Contract assets represent our right to consideration for transferring goods or services to the customer under the terms of a sales contract when the associated consideration is not yet due.

Cash received but not yet recognized in revenue Revenue recognized from prior period deferral()Deferred revenue, end of period$

The following table reflects the changes in our contract liabilities to affiliate, which we classify as deferred revenue—affiliate and other non-current liabilities—affiliate on our Consolidated Balance Sheets (in millions):


						Year Ended December 31, 2023
Deferred revenue—affiliate, beginning of period						$
Cash received but not yet recognized in revenue
Revenue recognized from prior period deferral						()
Deferred revenue—affiliate, end of period						$

We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the years ended December 31, 2023 and 2022 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs.

Table of Contents

CHENIERE ENERGY PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

$ LNG revenues—affiliate Regasification revenues Total revenues$ $

(1)

(2)

We have elected the following exemptions which omit certain potential future sources of revenue from the table above:

(1)We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.

(2)The table above excludes substantially all variable consideration under our SPAs and TUAs. We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of the underlying variable index, primarily Henry Hub, throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Additionally, we have excluded variable consideration related to volumes that contractually are subject to additional liquefaction capacity beyond what is currently in construction or operation.

% % % % %

IDR

)

December 31,%%%%%**%%

* Less than 10%

$ $ South Korea India Ireland United Kingdom Switzerland Other countries Total$ $ $

NOTE 18—

$ $ Non-cash investing activity:

Unpaid purchases of property, plant and equipment, net and other non-current assets, net

Novation of IPM Agreement from Corpus Christi Liquefaction Stage III, LLC (“CCL Stage III”)

In March 2022, in connection with a prior commitment from Cheniere to collateralize financing for Train 6 of the Liquefaction Project, SPL and CCL Stage III, formerly a wholly owned direct subsidiary of Cheniere that merged with and into CCL, entered into an agreement to assign to SPL an IPM agreement to purchase MMBtu per day of natural gas at a price based on the Platts Japan Korea Marker (“JKM”), for a term of approximately years beginning in early 2023. The transaction was accounted for as a transfer between entities under common control, which required us to recognize the obligations assumed at the historical basis of Cheniere. Upon the transfer, which occurred on March 15, 2022, we recognized $ billion in distributions to Cheniere’s common unitholder interest within our Consolidated Statements of Partners’ Equity (Deficit) based on our assumption of current derivative liabilities and derivative liabilities of $ million and $ billion, respectively, which represented a non-cash financing activity.

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our general partner’s 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, 2023, our general partner’s 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

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits the directors and executive officers of our general partner to enter into trading plans designed to comply with Rule 10b5-1. During the three-month period ending December 31, 2023, none of the executive officers or directors of our general partner adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF OUR GENERAL PARTNER AND CORPORATE GOVERNANCE

Management of Cheniere Partners

Cheniere Partners GP, as our general partner, manages our operations and activities. Our general partner is not elected by our unitholders and is not subject to re-election on a regular basis in the future. The directors of our general partner are elected by the sole member of the general partner. Unitholders are not entitled to elect the directors of our general partner or to participate directly or indirectly in our management or operations.

Audit Committee

The board of directors of our general partner has appointed an audit committee composed of Lon McCain, chairman, Vincent Pagano, Jr. and Oliver G. Richard, III, each of whom is an independent director and satisfies the additional independence and financial literacy requirements for audit committee members provided for in the listing standards of the NYSE and the Exchange Act. In addition, the board of directors of our general partner has determined that Lon McCain and Oliver G. Richard, III meet the qualifications of an audit committee financial expert as such term is defined by the SEC.

The audit committee assists the board of directors of our general partner in its oversight of the integrity of our Consolidated Financial Statements and our compliance with legal and regulatory requirements and partnership policies and controls. The audit committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all audit services and related fees and the terms thereof and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the audit committee. Our audit committee charter is posted at https://cqpir.cheniere.com/company-information/governance-documents.

Conflicts Committee

Under our partnership agreement, the board of directors of our general partner has appointed a conflicts committee composed of the independent directors, Vincent Pagano, Jr., chairman, James R. Ball, Lon McCain and Oliver G. Richard, III, to review specific matters that the board believes may involve conflicts of interest. The conflicts committee will determine if the resolution of a conflict of interest is fair and reasonable to us. The members of the conflicts committee may not be security holders, officers or employees of our general partner, directors, officers, or employees of affiliates of the general partner or holders of any ownership interest in us other than common units or other publicly traded units and must meet the independence standards established by the NYSE, the Exchange Act and other federal securities laws. Any matter approved by the conflicts committee is conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our general partner of any duties that it may owe us or our unitholders.

CMI SPA Committee

The board of directors of our general partner has formed a CMI SPA Committee, composed of James Ball, chairman, Taylor Johnson and Scott Peak to approve LNG sales entered into between Cheniere Marketing and SPL.

Other

We do not have a nominating committee because the directors of our general partner manage our operations.

We also do not have a compensation committee. We have no employees, directors or officers. We are managed by our general partner, Cheniere Partners GP. Our general partner has paid no cash compensation to its executive officers since its inception. All of the executive officers of our general partner are also executive officers of Cheniere. Cheniere compensates these officers for the performance of their duties as executive officers of Cheniere, which includes managing our partnership. Cheniere does not allocate this compensation between services for us and services for Cheniere and its affiliates.

Table of Contents

Directors and Executive Officers of Our General Partner

The following sets forth information, as of February 16, 2024, regarding the individuals who currently serve on the board of directors and as executive officers of our general partner. The appointments of Messrs. Baker, Dell’Amore, and Peak to the board of directors of our general partner were made pursuant to the rights of CQP Holdco LP (f/k/a Blackstone CQP Holdco) (“CQP Holdco”) under the Third Amended and Restated Limited Liability Company Agreement of our general partner (the “GP LLC Agreement”) to appoint certain directors to the board of directors of our general partner.

Name

Age

Election Date

Position with Our General Partner

Jack A. Fusco

May 2016

Chairman of the Board and President and Chief Executive Officer

Brian Baker

April 2023

Director

James R. Ball

September 2012

Director

Zach Davis

August 2020

Director and Executive Vice President and Chief Financial Officer

Christopher Dell’Amore

January 2023

Director

Corey Grindal

September 2022

Director and Executive Vice President and Chief Operating Officer

Taylor Johnson

June 2023

Director and Deputy General Counsel

Lon McCain

March 2007

Director

Vincent Pagano, Jr.

December 2012

Director

Scott Peak

April 2023

Director

Oliver G. Richard, III

September 2012

Director

Jack A. Fusco

Chairman of the Board and President and Chief Executive Officer of our general partner

Mr. Fusco has served as President and Chief Executive Officer of Cheniere since May 2016 and as a director since June 2016. In addition, Mr. Fusco serves as Chairman, President and Chief Executive Officer of our general partner. Mr. Fusco is also a Manager, President and Chief Executive Officer of the general partner of Sabine Pass LNG, L.P. and Chief Executive Officer of Sabine Pass Liquefaction, LLC. Mr. Fusco received recognition as Best CEO in the electric industry by Institutional Investor in 2012 as ranked by all industry analysts and for Best Investor Relations by a CEO or Chairman among all mid-cap companies by IR Magazine in 2013. Institutional Investor also recognized Mr. Fusco as the 2020 All-American Executive Team Best CEO in the natural gas industry.

Mr. Fusco served as Chief Executive Officer of Calpine Corporation (“Calpine”) from August 2008 to May 2014 and as Executive Chairman of Calpine from May 2014 through May 11, 2016. Mr. Fusco served as a member of the board of directors of Calpine from August 2008 until March 2018, when the sale of Calpine to an affiliate of Energy Capital Partners and a consortium of other investors was completed. Mr. Fusco was recruited by Calpine’s key shareholders in 2008, just as that company was emerging from bankruptcy. Calpine grew to become America’s largest generator of electricity from natural gas, safely and reliably meeting the needs of an economy that demands cleaner, more fuel-efficient and dependable sources of electricity. As Chief Executive Officer of Calpine, Mr. Fusco managed a team of approximately 2,300 employees and led one of the largest purchasers of natural gas in America, a successful developer of new gas-fired power generation facilities and a company that prudently managed the inherent commodity trading and balance sheet risks associated with being a merchant power producer.

Mr. Fusco’s career of over 40 years in the energy industry began with his employment at Pacific Gas & Electric Company upon graduation from California State University, Sacramento with a Bachelor of Science in Mechanical Engineering in 1984. He joined Goldman Sachs 13 years later as a Vice President with responsibility for commodity trading and marketing of wholesale electricity, a role that led to the creation of Orion Power Holdings, an independent power producer that Mr. Fusco helped found with backing from Goldman Sachs, where he served as President and Chief Executive Officer from 1998-2002. In 2004, he was asked to serve as Chairman and Chief Executive Officer of Texas Genco LLC by a group of private institutional investors, and successfully managed the transition of that business from a subsidiary of a regulated utility to a strong and profitable independent company, generating a more than 5-fold return for shareholders upon its merger with NRG in 2006. Mr. Fusco is currently on the board of directors of the American-Italian Cancer Foundation, a non-profit organization supporting cancer research and education. It was determined that Mr. Fusco should serve as a director of our general partner because of his prior experience leading successful energy industry companies and his perspective as President and Chief Executive Officer of Cheniere.

Table of Contents

Brian Baker

Director of our general partner and a member of the Executive Committee

Mr. Baker is an Operating Partner and Regional Head of North America for Brookfield Infrastructure Group, where he is responsible for evaluating investment opportunities, including oversight and investment strategy in the region. Mr. Baker served as Interim President and Chief Executive Officer of Inter Pipeline Ltd., a major petroleum transportation and natural gas liquids processing business based in Canada, from October 2021 to September 2023, and has served as Chairman of the Board of Inter Pipeline since November 2023. Prior to joining Brookfield in 2007, Mr. Baker was Vice President and Chief Financial Officer for several oil and gas production companies in Western Canada. He was previously a Partner at Collins Barrow Chartered Accountants, where he focused on advisory work in the oil and gas sector. Mr. Baker holds a Bachelor of Commerce degree from the University of Calgary and is a Chartered Professional Accountant. Mr. Baker brings experience as an executive officer for energy companies and insights from his advisory work in the oil and gas sector, and was appointed as a director of our general partner pursuant to the rights of CQP Holdco under the GP LLC Agreement. Mr. Baker has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act during the past five years.

James R. Ball

Director of our general partner, Chairman of the Executive Committee and the CMI SPA Committee and a member of the Conflicts Committee

Mr. Ball served as a senior advisor to Tachebois Limited, an energy and equities advisory firm from 2011 to 2019. Mr. Ball served as a Non-Executive Director of Gas Strategies Group Ltd, a professional services company providing commercial energy advisory services, from September 2011 to June 2013. From 1988 through 2003, he served as Chief Executive and Chairman of Gas Strategies Group, a company he founded and where he spent his career advising on financing, developing, and operating many of the world’s largest LNG projects. From 2004 until August 2011, he also served as an Executive Director of Gas Strategies Group. Mr. Ball has over 40 years of experience in the LNG business. Mr. Ball is a Fellow of the Energy Institute and Companion of the Institute of Gas Engineers and Managers. Mr. Ball received a B.A. in Economics from the University of Colorado and an M.S. from Bayes Business School. It was determined that Mr. Ball should serve as a director of our general partner because of his background as an advisor in the energy industry. Mr. Ball has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”) during the past five years.

Zach Davis

Executive Vice President and Chief Financial Officer of our general partner, Director of our general partner and a member of the Executive Committee

Mr. Davis has served as Executive Vice President and Chief Financial Officer of Cheniere and our general partner since February 2022, and previously served as Senior Vice President and Chief Financial Officer from August 2020 to February 2022. Mr. Davis also serves as a director of the Cheniere Foundation. Institutional Investor recognized Mr. Davis as the All-America Executive Team Best CFO in Energy - Natural Gas & Master Limited Partnership Sector for 2023 and 2024 by the buy-side and sell-side investor community.

Mr. Davis joined Cheniere in November 2013. He previously served as Senior Vice President, Finance from February 2020 to August 2020 and as Vice President, Finance and Planning from October 2016 to February 2020. Mr. Davis has over 17 years of finance experience, primarily in the LNG, power, renewable energy, midstream and infrastructure sectors. Prior to joining Cheniere, Mr. Davis held energy investment banking and project finance roles at Credit Suisse, Marathon Capital and HSH Nordbank. Mr. Davis received a B.S. in Economics from Duke University. It was determined that Mr. Davis should serve as a director of our general partner because of his background in energy finance and his perspective as Executive Vice President and Chief Financial Officer of Cheniere. Mr. Davis has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act during the past five years.

Table of Contents

Christopher Dell’Amore

Director of our general partner and a member of the Executive Committee

Mr. Dell’Amore is a Principal in the Infrastructure Group for Blackstone Inc. Since joining Blackstone, Mr. Dell’Amore has been involved in the execution of Blackstone’s investment in Mundys, while also serving on the board of directors of Tallgrass Energy since 2023. Prior to joining Blackstone, Mr. Dell’Amore worked at Morgan Stanley Infrastructure Partners (MSIP) and Fortress Investment Group, focusing on investments in the energy, power and transportation sectors. Prior to that, Mr. Dell’Amore was an Analyst at Société Générale in the Energy group. Mr. Dell’Amore previously served as a director of Höegh LNG Holdings Ltd., a leading owner and operator of floating storage and regasification units and LNG carriers, as a Board Alternate/Observer from May 2021 to September 2021. Mr. Dell’Amore received a B.A. in Economics and Spanish Language & Literature from Colgate University, where he graduated magna cum laude and with honors, an M.B.A. from The Wharton School at the University of Pennsylvania and an M.A. in International Studies (Latin America) from The Lauder Institute at the University of Pennsylvania. Mr. Dell’Amore also serves as a board member of America Needs You (New York). Mr. Dell’Amore was appointed as a director of our general partner pursuant to the rights of CQP Holdco under the GP LLC Agreement, and brings energy and infrastructure investment experience to the board.

Corey Grindal

Director and Executive Vice President and Chief Operating Officer of our general partner

Mr. Grindal has served as Executive Vice President and Chief Operating Officer of Cheniere and Cheniere Partners GP since January 2023. Mr. Grindal previously served as Executive Vice President, Worldwide Trading from November 2020 to January 2023. Mr. Grindal served as Senior Vice President, Gas Supply from September 2016 to September 2020, after joining Cheniere in June of 2013 as Vice President of Supply. Mr. Grindal was brought in to develop the required infrastructure needed for firm and reliable deliveries to Cheniere’s LNG terminals, establish the required relationships with the United States’ producer community, and set up the needed systems, processes and personnel for Cheniere to be the premier United States LNG exporter. Mr. Grindal has over 30 years of experience in pipeline construction and operations, project management and natural gas and power trading. Prior to joining Cheniere, Mr. Grindal was with Deutsche Bank and was responsible for physical and financial trading. Prior to Deutsche Bank, Mr. Grindal held positions with Louis Dreyfus and the Tenneco/ El Paso companies. Mr. Grindal holds a B.S. degree in Mechanical Engineering with Honors from the University of Texas at Austin. It was determined that Mr. Grindal should serve as a director of our general partner because of his background in the energy, oil and natural gas trading and marketing industry. Mr. Grindal has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act during the past five years.

Taylor Johnson

Deputy General Counsel and Assistant Secretary of our general partner, Director of our general partner and a member of the CMI SPA Committee

Mr. Johnson has served as Deputy General Counsel of Cheniere and Cheniere Partners GP since March 2023. Mr. Johnson joined Cheniere in April 2017 as Assistant General Counsel, providing legal support and strategic advice for Cheniere’s commercial transactions, project development activities, and climate and sustainability initiatives. Mr. Johnson has over 15 years of experience in LNG project development, LNG marketing, LNG trading, and LNG operations. Prior to joining Cheniere, Mr. Johnson held senior legal and commercial positions with Veresen Inc. and BG Group. Mr. Johnson received a B.B.A. from Abilene Christian University and a J.D. from the University of Houston. It was determined that Mr. Johnson should serve as a director of our general partner because of his background in commercial transactions and his perspective as Deputy General Counsel of Cheniere. Mr. Johnson has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act during the past five years.

Table of Contents

Lon McCain

Director of our general partner, Chairman of the Audit Committee and a member of the Conflicts Committee

Mr. McCain was Executive Vice President and Chief Financial Officer of Ellora Energy Inc., a private, independent exploration and production company from July 2009 to August 2010. Prior to that, he was Vice President, Treasurer and Chief Financial Officer of Westport Resources Corporation, a publicly traded exploration and production company, from 2001 until the sale of that company to Kerr-McGee Corporation in 2004. From 1992 until joining Westport, Mr. McCain was Senior Vice President and Principal of Petrie Parkman & Co., an investment banking firm specializing in the oil and gas industry. From 1978 until joining Petrie Parkman, Mr. McCain held senior financial management positions with Presidio Oil Company, Petro-Lewis Corporation and Ceres Capital. He is currently on the board of directors of Crescent Energy Company, a publicly traded energy investment company. Mr. McCain previously served on the board of directors of Continental Resources, Inc., a publicly traded oil and natural gas exploration and production company, from 2006 through its private acquisition in 2022. He also previously served on the board of directors of Contango Oil and Gas Company, which combined with Independence Energy, LLC to form Crescent Energy Company in December 2021. Mr. McCain received a B.S. in Business Administration and an M.B.A. in Finance from the University of Denver. Mr. McCain was also an Adjunct Professor of Finance at the University of Denver from 1982 to 2005. It was determined that Mr. McCain should serve as a director of our general partner because of his experience as a chief financial officer for energy companies and his background as an investment banker in the energy industry.

Vincent Pagano, Jr.

Director of our general partner, Chairman of the Conflicts Committee and a member of the Audit Committee

Mr. Pagano served as a senior corporate partner of Simpson Thacher & Bartlett LLP, a law firm, with a focus on capital markets transactions and public company advisory matters from 1981 until his retirement at the end of 2012. Mr. Pagano earned a law degree, cum laude, from Harvard Law School and a B.S. in Engineering, summa cum laude, from Lehigh University and an M.S. in Engineering from the University of California, Berkeley. Mr. Pagano also serves as a director of Hovnanian Enterprises, Inc., a publicly traded homebuilding company, and served as a director of L3 Technologies, Inc., an aerospace and defense company, from 2013 until its merger with Harris Corporation in June 2019. It was determined that Mr. Pagano should serve as a director of our general partner because of his capital markets expertise and his experience as an advisor to public companies on a variety of corporate matters.

Scott Peak

Director of our general partner, member of the Executive Committee and a member of the CMI SPA Committee

Mr. Peak is a Managing Partner and Head of North America for Brookfield’s Infrastructure Group. In this role, he is responsible for regional oversight and investment strategy leadership in the Americas and is involved in the screening and evaluation of global investment initiatives. Mr. Peak previously served as Chief Investment Officer for North America for Brookfield’s Infrastructure Group, where he was responsible for infrastructure investments, and is head of the Houston office. Prior to joining Brookfield in January 2016, Mr. Peak spent a decade at Macquarie Group Ltd., where he focused on the infrastructure sector. Previously, Mr. Peak worked in the mergers and acquisitions group at Dresdner Kleinwort Wasserstein in New York. Mr. Peak previously served as a director of Cheniere Energy, Inc. from April 2022 to April 2023 and the general partner of Cheniere Partners from September 2020 to April 2022. Mr. Peak holds a Master of Finance with distinction from INSEAD and a B.A. in Economics from Bates College. Mr. Peak has significant energy and infrastructure investment experience, and was appointed as a director of our general partner pursuant to the rights of CQP Holdco under the GP LLC Agreement. Mr. Peak has not held any other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act during the past five years.

Oliver G. Richard, III

Director of our general partner and a member of the Audit Committee and Conflicts Committee

Mr. Richard is the owner and president of Empire of the Seed, LLC, a private consulting firm in the energy and management industries. Mr. Richard served as Chairman, President and Chief Executive Officer of Columbia Energy Group, a natural gas company, from 1995 until 2000, and as a director of Buckeye Partners, L.P., a publicly traded petroleum product pipeline and terminal company, from 2009 through its acquisition in 2019. Mr. Richard was a Commissioner on the FERC from 1982 until 1985. Mr. Richard served as a director of American Electric Power Company, Inc., a publicly traded electric utility, from January 2013 until September 2023. Mr. Richard received a B.S. in Journalism, a J.D. from Louisiana State University and a Master of Law in Taxation from Georgetown University. It was determined that Mr. Richard should serve as a director of our general partner because of his extensive background in the energy industry, including his experience in both the public and private sectors of the energy industry.

Table of Contents

Code of Ethics

Our Code of Business Conduct and Ethics covers a wide range of business practices and procedures and furthers our fundamental principles of honesty, loyalty, fairness and forthrightness. The Code of Business Conduct and Ethics was approved by the directors of our general partner. Our Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees, is posted at https://cqpir.cheniere.com/company-information/governance-documents. We also intend to post any changes to or waivers of our Code of Business Conduct and Ethics for the executive officers of our general partner on our website.

Delinquent Section 16(a) Reports

Section 16 of the Exchange Act requires the directors and executive officers of our general partner and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers of our general partner (or otherwise based on our knowledge), we believe that all Section 16(a) filing requirements were met during 2023 in a timely manner.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our general partner has paid no cash compensation to its executive officers since its inception. All of the executive officers of our general partner are also executive officers of Cheniere. Cheniere compensates these officers for the performance of their duties as executive officers of Cheniere, which includes managing our partnership. Cheniere does not allocate this compensation between services for us and services for Cheniere and its affiliates. Instead, an affiliate of Cheniere provides us various general and administrative services for our benefit, such as technical, commercial, regulatory, financial, accounting, treasury, tax and legal staffing and related support services, pursuant to a services agreement for which we pay a quarterly non-accountable overhead reimbursement charge of $3 million (adjusted for inflation). For a description of the services agreement, see Note 14—Related Party Transactions of our Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

In 2007, the board of directors of our general partner adopted the Cheniere Energy Partners, L.P. Long-Term Incentive Plan for employees, consultants and directors of our general partner, employees of its affiliates and consultants to its subsidiaries. The purpose of the plan is to enhance attraction and retention of qualified individuals who are essential for the successful operation of our partnership and to encourage them to align their interests with our interests through an equity ownership stake in us. The plan allows for the grant of options, restricted units, phantom units and unit appreciation rights. Up to 1,250,000 units may be granted under the plan. The only awards that have been granted under the plan have been made to the non-management directors of our general partner in the form of phantom units to be settled, at the director’s election, in common units, cash or in equal amounts over a four-year vesting period.

Compensation Committee Report

As discussed above, the board of directors of our general partner does not have a compensation committee. In fulfilling its responsibilities, the board of directors of our general partner, acting in lieu of a compensation committee, has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the board of directors of our general partner recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

Table of Contents

By the members of the board of directors of our general partner:

Jack A. Fusco

Brian Baker

James R. Ball

Zach Davis

Christopher Dell’Amore

Corey Grindal

Taylor Johnson

Lon McCain

Vincent Pagano, Jr.

Scott Peak

Oliver G. Richard, III

Compensation Committee Interlocks and Insider Participation

As discussed above, the board of directors of our general partner does not have a compensation committee. If any compensation is to be paid to our general partners’ officers, the compensation would be reviewed and approved by the entire board of directors of our general partner because they perform the functions of a compensation committee in the event such committee is needed. None of the directors or executive officers of our general partner served as a member of a compensation committee of another entity that has or has had an executive officer who served as a member of the board of directors of our general partner during 2023.

Director Compensation

On July 22, 2014, the board of directors of our general partner approved an annual fee of $70,000 to each non-management director of our general partner for services as a director effective pro-rata as of the date of the approval. Also approved were annual fees of $30,000 for the chairman of the audit committee; $15,000 for the members of the audit committee other than the chairman; $10,000 for the chairman of the conflicts committee; $2,500 per meeting for the members of the conflicts committee, including the chairman; $10,000 for the chairman of the executive committee; $2,500 per meeting for the non-employee members of the executive committee, including the chairman; and $30,000 for the chairman of the CMI SPA Committee. All directors’ fees are pro-rated from the date of election to the board and are payable quarterly.

In addition to the annual fees paid to the non-management directors, Messrs. Ball, McCain, Pagano and Richard each receive 3,000 phantom units annually. Vesting will occur for one-fourth of the phantom units on each anniversary of the grant date beginning on the first anniversary of the grant date. Upon vesting, the phantom units will be payable, at the director’s election, in common units, cash in an amount equal to fair market value of a common unit on such date, or an equal amount of both. The directors receive no distributions, and no distributions accrue, on the outstanding phantom units. Mr. Baker serves as an Operating Partner for Brookfield’s Infrastructure Group, Mr. Dell’Amore serves as a Principal in the Infrastructure Group for Blackstone Inc. and Mr. Peak serves as a Managing Partner and Head of North America for Brookfield’s Infrastructure Group. They do not receive additional compensation for service as directors.

Table of Contents

The following table shows the compensation paid for service as a member of the board of directors of our general partner for the 2023 fiscal year:


Name	Fees Earned or Paid in Cash		Unit Awards (1)		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Jack A. Fusco (2)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Brian Baker (3)(4)	—		—		—		—		—		—		—
James R. Ball (5)	112,500		159,780		—		—		—		—		272,280

Zach Davis (2)	—		—		—		—		—		—		—
Christopher Dell’Amore (3)(4)	—		—		—		—		—		—		—
Corey Grindal (2)	—		—		—		—		—		—		—
Taylor Johnson (2)(3)	—		—		—		—		—		—		—
Adam Kuhnley (3)(4)	—		—		—		—		—		—		—

Lon McCain (6)	100,000		134,730		—		—		—		—		234,730
Mark Murski (3)(4)	—		—		—		—		—		—		—
Vincent Pagano, Jr. (7)	95,000		177,900		—		—		—		—		272,900
Scott Peak (3)(4)	—		—		—		—		—		—		—
Oliver G. Richard, III (8)	85,000		159,780		—		—		—		—		244,780
Matthew Runkle (3)(4)	—		—		—		—		—		—		—

)))) () $ $

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

107

Table of Contents

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

$ Trade receivables—affiliates Other current assets Total current assets Capitalized interest associated to investment in subsidiaries, net of accumulated amortization Debt issuance costs, net of accumulated amortization Investment in subsidiaries Total assets$ $ LIABILITIES AND PARTNERS’ DEFICITCurrent liabilitiesAccrued liabilities$ $ Due to affiliates Total current liabilities Long-term debt, net of debt issuance costs Partners’ deficit()()Total liabilities and partners’ deficit$ $

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

108

Table of Contents

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

$ $ Cash flows from investing activitiesCapitalized interest associated to investment in subsidiaries()()()Investments in subsidiaries()()()Distributions received from subsidiaries Payments of financing costs of subsidiary() Net cash provided by (used in) investing activities() ()Cash flows from financing activities Proceeds from issuance of debt Redemptions and repayments of debt ()Debt issuance and other financing costs() ()Debt extinguishment costs ()Distributions to owners()()()Net cash used in financing activities()()()Net increase (decrease) in cash and cash equivalents() ()Cash and cash equivalents—beginning of period Cash and cash equivalents—end of period$ $ $

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

109

Table of Contents

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CHENIERE ENERGY PARTNERS, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

% due 2029$ $

% due 2031

% due 2032

% due 2033

Total senior notes

Credit facilities

Revolving credit and guaranty agreement Total debt Unamortized debt issuance costs()()Total long-term debt, net of debt issuance costs$ $

All of our future principal payments that we are obligated to make on our outstanding debt at December 31, 2023 are due 2029 and thereafter.

NOTE 3—SUPPLEMENTAL CASH FLOW INFORMATION

$ $ Cash distributions from subsidiaries

110

Table of Contents

ITEM 16. FORM 10-K SUMMARY

None.

111

Table of Contents

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 PARTNERS, L.P.
						By:			Cheniere Energy Partners GP, LLC, its general partner

						By:			/s/ Jack A. Fusco
									Jack A. Fusco
									President and Chief Executive Officer (Principal Executive Officer)
						Date:			February 21, 2024

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 general partner of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Jack A. Fusco	President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)	February 21, 2024
Jack A. Fusco

/s/ Zach Davis	Executive Vice President and Chief Financial Officer, Director (Principal Financial Officer)	February 21, 2024
Zach Davis

/s/ David Slack	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 21, 2024
David Slack

/s/ Corey Grindal	Executive Vice President and Chief Operating Officer, Director	February 21, 2024
Corey Grindal

/s/ Taylor Johnson	Deputy General Counsel, Director	February 21, 2024
Taylor Johnson

/s/ Brian Baker	Director	February 21, 2024
Brian Baker

/s/ James R. Ball	Director	February 21, 2024
James R. Ball

/s/ Christopher Dell’Amore	Director	February 21, 2024
Christopher Dell’Amore

/s/ Lon McCain	Director	February 21, 2024
Lon McCain

/s/ Vincent Pagano Jr.	Director	February 21, 2024
Vincent Pagano Jr.

/s/ Scott Peak	Director	February 21, 2024
Scott Peak

/s/ Oliver G. Richard, III	Director	February 21, 2024
Oliver G. Richard, III

112

Cheniere Energy Partners, L.P. - Annual Report: 2023 (Form 10-K)

Similar companies