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Cheniere Energy Partners, L.P.

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

CQP$60.22+2.6%Stored close · as of Nov 10, 2026

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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.

September 30, 2026
Cash and cash equivalents$569
Restricted cash and cash equivalents designated for the Liquefaction Project35
Available commitments under our credit facilities(1):
SPL Revolving Credit Facility873
CQP Revolving Credit Facility1,000
Total available commitments under our credit facilities1,873
Total available liquidity$2,477

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2026. Additionally, we have secured commitments for a term loan credit facility to finance the construction costs of the first phase of the SPL Expansion Project, as discussed above in Overview, and to amend and extend the maturity of our $2.0 billion of aggregate revolving credit facilities at CQP and SPL, including the reallocation of $250 million in commitments from the SPL Revolving Credit Facility to the CQP Revolving Credit Facility. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to September 30, 2026 will be driven by future sources of liquidity and future cash requirements. For a discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in ourannual report on Form 10-K for the fiscal year ended December 31, 2025.

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 or requirements 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 its 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. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on these covenants.

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 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

Certain debt obligations of CQP (the“Guaranteed Obligations”), consisting of the $1.5 billion of 4.500% Senior Notes due 2029, $1.5 billion of 4.000% Senior Notes due 2031, $1.2 billion of 3.25% Senior Notes due 2032, $1.4 billion of 5.950% Senior Notes due 2033, $1.2 billion of 5.750% Senior Notes due 2034, $1.0 billion of 5.550% Senior Notes due 2035, $1.0 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056 (collectively, the“CQP Senior Notes”) are jointly and severally guaranteed by certain subsidiaries of CQP (each a“Guarantor” and collectively, the “CQP Guarantors”), as prescribed within the respective debt agreements governing such Guaranteed Obligation.

The CQP Guarantors’ guarantees of such Guaranteed Obligations are full and unconditional, subject to certain release provisions including, as applicable, (1) the sale, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of a Guarantor, (2) 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 Guaranteed Obligation and (4) 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 respective debt obligation or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the CQP Guarantors to enforce the guarantee.

The Guaranteed Obligations contain affirmative and negative covenants that are customary for the respective debt instrument, including, with limited exceptions, restrictions on CQP’s and the CQP Guarantors’ ability to incur additional indebtedness and/or liens, enter into hedging arrangements and/or engage in transactions with affiliates. The Guaranteed Obligations also include events of default that are customary for the respective debt instrument, which are subject to customary grace periods and materiality standards.

The rights of holders of the Guaranteed Obligations 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.

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, certain other subsidiaries of CQP (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)September 30,December 31,
20262025
ASSETS
Current assets
Current assets, net$617$226
Current assets—affiliate152146
Current assets with Non-Guarantors4856
Total current assets817428
Non-current assets, net2,7922,851
Total assets$3,609$3,279
LIABILITIES
Current liabilities
Current liabilities$210$154
Current liabilities—affiliate4350
Current liabilities due to Non-Guarantors146151
Total current liabilities399355
Long-term debt, net of unamortized discount and debt issuance costs9,4507,724
Other non-current liabilities119130
Non-current liabilities—affiliate1618
Non-current liabilities—Non-Guarantors3—
Total liabilities$9,987$8,227
Summarized Statement of Operations (in millions)Nine Months Ended September 30, 2026
Revenues$151
Revenues from Non-Guarantors426
Total revenues577
Operating costs and expenses192
Operating costs and expenses—affiliate169
Recovery of operating costs and expenses from Non-Guarantors(2)
Total operating costs and expenses359
Income from operations218
Net loss$(100)

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.

Nine Months Ended September 30,
20262025
Net cash provided by operating activities$2,550$1,881
Net cash used in investing activities(531)(180)
Net cash used in financing activities(1,616)(1,916)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents$403$(215)

Operating Cash Flows

The $669 million increase between the periods was primarily related to higher net cash inflows from the sale of LNG cargoes, largely due to higher revenue from higher pricing per MMBtu. Also contributing to the increase was a favorable change in net operating assets and liabilities, mainly due to differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes.

Investing Cash Flows

Cash outflows for property, plant and equipment during the nine months ended September 30, 2026 and 2025 primarily related to costs paid for the following projects, excluding associated capitalized interest: (1) $203 million for the SPL Expansion Project during the nine months ended September 30, 2026, primarily related to procurement activities and work performed by Bechtel under the LNTPs and (2) optimization and other site improvement projects during both periods. We expect to continue to incur capital expenditures for engineering and procurement activities under the SPL Expansion Project LNTPs.

Financing Cash Flows

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

Nine Months Ended September 30,
20262025
Proceeds from issuances of debt and borrowings$1,903$1,262
Redemptions and repayments of debt and borrowings(1,967)(1,617)
Distributions(1,521)(1,539)
Other, net(31)(22)
Net cash used in financing activities$(1,616)$(1,916)

Proceeds from Issuances of Debt and Borrowings

The following table shows the proceeds from issuances of debt and borrowings, including intra-period activity (in millions):

Nine Months Ended September 30,
20262025
CQP:
2036 CQP Senior Notes$995$—
2056 CQP Senior Notes748—
5.550% Senior Notes due 2035—997
SPL:
SPL Revolving Credit Facility160265
Total proceeds from issuances of debt and borrowings$1,903$1,262

Redemptions and Repayments of Debt and Borrowings

The following table shows the redemptions and repayments of debt and borrowings, including intra-period activity (in millions):

Nine Months Ended September 30,
20262025
SPL:
5.625% Senior Secured Notes due 2025$—$(300)
5.875% Senior Secured Notes due 2026(200)(1,000)
5.00% Senior Secured Notes due 2027(1,500)—
Senior Notes due 2037 with weighted average rate of 4.748% and 4.746%, respectively(107)(52)
SPL Revolving Credit Facility(160)(265)
Total redemptions and repayments of debt and borrowings$(1,967)$(1,617)

Cash Distributions to Unitholders

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement). Our available 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 paid to date have been made from accumulated operating surplus.

The following provides a summary of distributions paid by us during the nine months ended September 30, 2026 and 2025:

Total Distribution (in millions)
Date PaidPeriod Covered by DistributionDistribution Per Common UnitCommon UnitsGeneral Partner UnitsIncentive Distribution Rights
August 14, 2026April 1 - June 30, 2026$0.820$397$10$104
May 15, 2026January 1 - March 31, 20260.7903821090
February 13, 2026October 1 - December 31, 20250.83040210108
August 14, 2025April 1 - June 30, 2025$0.820$397$10$104
May 15, 2025January 1 - March 31, 20250.82039710104
February 14, 2025October 1 - December 31, 20240.82039710104

In addition, Tug Services distributed $8 million and $6 million during the nine months ended September 30, 2026 and 2025, respectively, to Cheniere Terminals in accordance with its terminal marine service agreement, which is recognized as part of the distributions to the holder of our general partner interest. Refer to Note 10—Related Party Transactions of our Notes to Consolidated Financial Statements for further discussion of this agreement.

On October 23, 2026, with respect to the third quarter of 2026, we declared a cash distribution of $0.890 per common unit to unitholders of record as of November 3, 2026, and the related general partner distribution, to be paid on November 13, 2026. These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.115 per unit.

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