# Cheniere Energy, Inc.: Form 10-Q for the period ended Mar 31, 2024

- Company: [Cheniere Energy, Inc.](/companies/lng.md) (CIK 3570)
- Form: 10-Q
- Filed: 2024-05-03
- Accepted by EDGAR: May 2, 2024, 17:33 ET
- Period: 2024-03-31
- Accession: 0000003570-24-000055
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/3570/000000357024000055/lng-20240331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/3570/000000357024000055/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $4.12bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $101.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $1.15bn | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $266.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $109.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $502.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $2.13 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $2.14 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 235,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | $1.25bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $650.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2024-01-01 to 2024-03-31 | $105.0m | us-gaap:PaymentsOfDividends |
| Share repurchases | 3 months, 2024-01-01 to 2024-03-31 | $1.19bn | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-03-31 | $4.41bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $6.11bn | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $42.91bn | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $6.21bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $34.61bn | us-gaap:Liabilities |
| Long-term debt | at 2024-03-31 | $21.40bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-03-31 | $3.63bn | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-03-31 | $4.25bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,351 characters.

### Information Regarding Forward-Looking Statements

This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “**Securities Act”**), and Section 21E of the Securities Exchange Act of 1934, as amended (the “**Exchange Act”**). All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

- statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;
- statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
- statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
- statements relating to Cheniere’s capital deployment, including intent, ability, extent and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan;
- statements regarding our future sources of liquidity and cash requirements;
- statements relating to the construction of our Trains and pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
- statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
- statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
- statements regarding our planned development and construction of additional Trains or pipelines, including the financing of such Trains or pipelines;
- statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
- statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
- statements relating to our goals, commitments and strategies in relation to environmental matters;
- statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
- statements regarding our anticipated LNG and natural gas marketing activities; and
- any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

### Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future.

Our discussion and analysis includes the following subjects:

- Overview
- Overview of Significant Events
- Results of Operations
- Liquidity and Capital Resources
- Summary of Critical Accounting Estimates
- Recent Accounting Standards

### Overview

Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (methane) in liquid form. The LNG we produce is shipped all over the world, converted back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking, other industrial uses and back up for intermittent energy sources. Natural gas is a cleaner-burning, abundant and affordable source of energy. When LNG is converted back to natural gas, it can be used instead of coal, which reduces the amount of pollution traditionally produced from burning fossil fuels, like sulfur dioxide and particulate matter that enters the air we breathe. Additionally, compared to coal, it produces significantly fewer carbon emissions. By liquefying natural gas, we are able to reduce its volume by 600 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquid form for efficient transport overseas.

We are the largest producer of LNG in the United States and we were the second largest LNG operator globally, based on the total production capacity of our liquefaction facilities, which totaled approximately 45 mtpa as of March 31, 2024.

We own and operate a natural gas liquefaction and export facility located in Cameron Parish, Louisiana at Sabine Pass (the “**Sabine Pass LNG Terminal”**), one of the largest LNG production facilities in the world, through our ownership interest in and management agreements with CQP, which is a publicly traded limited partnership that we formed in 2007. As of March 31, 2024, we owned 100% of the general partner interest, a 48.6% limited partner interest and 100% of the incentive distribution rights of CQP. The Sabine Pass LNG Terminal has six operational Trains, for a total production capacity of approximately 30 mtpa of LNG (the “**SPL Project”**). The Sabine Pass LNG Terminal also has operational regasification facilities that include five LNG storage tanks with aggregate capacity of approximately 17 Bcfe and vaporizers with regasification capacity of approximately 4 Bcf/d, as well as three marine berths, two of which can accommodate vessels with nominal capacity of up to 266,000 cubic meters and the third berth which can accommodate vessels with nominal capacity of up to 200,000 cubic meters. We also own and operate a 94-mile natural gas supply pipeline that interconnects the Sabine Pass LNG Terminal with several large interstate and intrastate pipelines (the “**Creole Trail Pipeline”).**

Additionally, we own and operate a natural gas liquefaction and export facility located near Corpus Christi, Texas (the “**Corpus Christi LNG Terminal”**) through CCL, which currently has natural gas liquefaction facilities consisting of three operational Trains for a total production capacity of approximately 15 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. We are constructing an expansion of the Corpus Christi LNG Terminal (the “**Corpus Christi Stage 3 Project”**) consisting of seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG. We also own and operate a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “**Corpus Christi Pipeline”** and together with the existing assets at the Corpus Christi LNG Terminal and the Corpus Christi Stage 3 Project, the “**CCL Project”).**

Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows. We have contracted substantially all of our anticipated production capacity under SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and under IPM agreements, in which a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and IPM agreements, we have contracted approximately 95% of the total anticipated production from the SPL Project and the CCL Project (collectively, the “**Liquefaction Projects”**) through the mid-2030s with approximately 16 years of weighted average remaining life as of March 31, 2024, excluding volumes from contracts with terms less than 10 years and volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation. We also market and sell LNG produced by the Liquefaction Projects that is not contracted by CCL or SPL through our integrated marketing function.

We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. We hold significant land positions at both the Sabine Pass LNG Terminal and the Corpus Christi LNG Terminal, which provide opportunity for further liquefaction capacity expansion. In March 2023, certain of our subsidiaries submitted an application with the FERC under the Natural Gas Act (the “**NGA”**) for an expansion adjacent to the CCL Project consisting of two midscale Trains with an expected total production capacity of approximately 3 mtpa of LNG (the “**CCL Midscale Trains 8 & 9 Project”**). Additionally, we are developing an expansion adjacent to the SPL Project with a total production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “**SPL Expansion Project”**). In February 2024, certain subsidiaries of CQP submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project, as well as an application to the DOE requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking. The development of the CCL Midscale Trains 8 & 9 Project, the SPL Expansion Project or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a positive FID.

Additionally, we are committed to the management of our most important ESG impacts, risks and opportunities. In August 2023, we published *The Power of Connection*, our fourth Corporate Responsibility (“**CR”**) report, which details our approach and progress on ESG matters. Our CR report is available at cheniere.com/our-responsibility/reporting-center. Information on our website, including the CR report, is not incorporated by reference into this Quarterly Report on Form 10-Q.

### Overview of Significant Events

Our significant events since January 1, 2024 and through the filing date of this Form 10-Q include the following:

### Strategic

- In February 2024, certain subsidiaries of CQP submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project, as well as an application to the DOE

requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking.

### Operational

- As of April 25, 2024, over 3,400 cumulative LNG cargoes totaling over 230 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.

### Financial

- In March 2024, Cheniere issued $1.5 billion aggregate principal amount of 5.650% Senior Notes due 2034 (the “**2034 Cheniere Senior Notes”**). The net proceeds from the 2034 Cheniere Senior Notes, together with cash on hand, were used in April 2024 to retire the approximately $1.5 billion outstanding aggregate principal amount of CCH’s 5.875% Senior Secured Notes due 2025 (the “**2025 CCH Senior Notes”).**
- During the three months ended March 31, 2024, we accomplished the following pursuant to our capital allocation priorities:
- We repurchased approximately 7.5 million shares of our common stock as part of our share repurchase program for approximately $1.2 billion.
- SPL prepaid $150 million of outstanding aggregate principal amount of its 5.750% Senior Secured Notes due 2024.
- We paid a dividend of $0.435 per share of common stock.
- We continued to invest in accretive organic growth, including our investment in the Corpus Christi Stage 3 Project, as further described under *Investing Cash Flows* in Sources and Uses of Cash within Liquidity and Capital Resources.

### Results of Operations

### Consolidated results of operations

*(in millions, except per share data)*

| Revenues | Three Months Ended March 31, 2024 | 2023 | Variance |
| --- | ---: | ---: | ---: |
| LNG revenues | $4,037 | $7,091 | $(3,054) |
| Regasification revenues | 34 | 34 | — |
| Other revenues | 182 | 185 | (3) |
| Total revenues | 4,253 | 7,310 | (3,057) |
| Operating costs and expenses (recoveries) |  |  |  |
| Cost (recovery) of sales (excluding items shown separately below) | 2,236 | (1,539) | 3,775 |
| Operating and maintenance expense | 451 | 444 | 7 |
| Selling, general and administrative expense | 101 | 107 | (6) |
| Depreciation and amortization expense | 302 | 297 | 5 |
| Other | 9 | 10 | (1) |
| Total operating costs and expenses (recoveries) | 3,099 | (681) | 3,780 |
| Income from operations | 1,154 | 7,991 | (6,837) |
| Other income (expense) |  |  |  |
| Interest expense, net of capitalized interest | (266) | (297) | 31 |
| Gain on modification or extinguishment of debt | — | 20 | (20) |
| Interest and dividend income | 61 | 35 | 26 |
| Other income (expense), net | (1) | 2 | (3) |
| Total other expense | (206) | (240) | 34 |
| Income before income taxes and non-controlling interest | 948 | 7,751 | (6,803) |
| Less: income tax provision | 109 | 1,316 | (1,207) |
| Net income | 839 | 6,435 | (5,596) |
| Less: net income attributable to non-controlling interest | 337 | 1,001 | (664) |
| Net income attributable to Cheniere | $502 | $5,434 | $(4,932) |
| Net income per share attributable to common stockholders—basic | $2.14 | $22.28 | $(20.14) |
| Net income per share attributable to common stockholders—diluted | $2.13 | $22.10 | $(19.97) |

### Volumes loaded and recognized from the Liquefaction Projects

| (in TBtu) | Three Months Ended March 31, 2024 |
| --- | ---: |
| Volumes loaded during the current period | 601 |
| Volumes loaded during the prior period but recognized during the current period | 37 |
| Less: volumes loaded during the current period and in transit at the end of the period | (30) |
| Total volumes recognized in the current period | 608 |

27

### Components of LNG revenues and corresponding LNG volumes delivered

| LNG revenues (in millions): | Three Months Ended March 31, 2024 | 2023 | Variance |
| --- | ---: | ---: | ---: |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | $3,043 | $3,740 | $(697) |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements | 793 | 3,244 | (2,451) |
| LNG procured from third parties | 119 | — | 119 |
| Net derivative gains | 30 | 54 | (24) |
| Other revenues | 52 | 53 | (1) |
| Total LNG revenues | $4,037 | $7,091 | $(3,054) |
| Volumes delivered as LNG revenues (in TBtu): |  |  |  |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | 538 | 511 | 27 |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements | 70 | 108 | (38) |
| LNG procured from third parties | 11 | — | 11 |
| Total volumes delivered as LNG revenues | 619 | 619 | — |

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

### Net income attributable to Cheniere

Substantially all of the unfavorable variance of $4.9 billion in net income attributable to Cheniere for the three months ended March 31, 2024 as compared to the same period of 2023 was attributable to unfavorable changes in fair value and settlements of derivatives of $4.9 billion (before tax and the impact of non-controlling interest) between the periods. The majority of the derivative variance was due to non-recurrence of a prior period gain attributable to our IPM agreements, which changed from a gain of $4.0 billion in the three months ended March 31, 2023 to a loss of $295 million in the three months ended March 31, 2024, due to moderation of changes in volatility in international gas prices in the current period relative to the same period of 2023.

Additionally, there was a $1.9 billion decrease in LNG revenues, net of cost of sales and excluding the aforementioned effect of derivatives, the majority of which was attributable to lower margins on LNG delivered as further described in *Revenues* below. The unfavorable variance was partially offset by:

- $1.2 billion favorable variance in income tax provision primarily due to lower taxable earnings; and
- $664 million favorable variance in net income attributable to non-controlling interest, substantially all of which is due to a decrease in CQP’s consolidated net income between the comparable periods from nonrecurrence of favorable changes in fair value of derivatives between the periods.

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

### Revenues

The decrease of $3.1 billion between the three months ended March 31, 2024 as compared to the same period of 2023 was primarily attributable to:

- $2.3 billion decrease in revenues generated by our marketing function under short-term agreements due to moderating international prices and a reduction of volumes sold under short-term agreements as a result of additional long-term agreements commencing in the current period; and
- $697 million decrease in Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed.

### Operating costs and expenses (recoveries)

The $3.8 billion unfavorable variance between the three months ended March 31, 2024 as compared to the same period of 2023 was primarily attributable to a $4.9 billion unfavorable variance from changes in fair value and settlements of derivatives included in cost of sales, from a $4.6 billion gain in the three months ended March 31, 2023 to a $287 million loss in the three months ended March 31, 2024, primarily due to moderating volatility in international gas prices during the current period resulting in decreased non-cash gain in fair value of our commodity derivatives indexed to such prices during the three months ended March 31, 2024, specifically associated with our IPM agreements as described above under the caption *Net income attributable to Cheniere.* This unfavorable variance was partially offset by a $1.1 billion decrease in cost of sales excluding the effect of derivative changes described above, primarily as a result of a $948 million decrease in cost of natural gas feedstock largely due to lower U.S. natural gas prices.

### Other income (expense)

The $34 million favorable variance between the three months ended March 31, 2024 as compared to the same period of 2023 was primarily attributable to:

- $31 million decrease in interest expense, net of capitalized interest, primarily due to an increase in the extent of interest costs qualifying for capitalization, given the higher carrying value of assets under construction.
- $26 million increase in interest and dividend income as a result of higher interest income earned on cash and cash equivalents from higher interest rates in 2024.

For the three months ended March 31, 2023, we recognized a $20 million gain on extinguishment of debt related to the repurchase of a portion of CCH’s senior notes at prices below par. Such gain did not recur in 2024, partially offsetting the favorable variances referenced above.

### Income tax provision

The $1.2 billion favorable variance between the three months ended March 31, 2024 as compared to the same period of 2023 was primarily attributable to a decrease in pre-tax income.

Additionally, our effective tax rate was 11.5% and 17.0% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for both the three months ended March 31, 2024 and 2023 was lower than the statutory rate of 21% primarily due to CQP’s income that is not taxable to us.

### Net income attributable to non-controlling interests

The $664 million decrease between the three months ended March 31, 2024 as compared to the same period of 2023 was attributable to a $1.3 billion decrease in CQP’s consolidated net income between the three months ended March 31, 2024 and 2023 that was substantially all due to the nonrecurrence of favorable changes in fair value of derivatives between the periods.

### 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, which in addition to managing exposure to commodity-related marketing and price risks are utilized to manage exposure to changing interest rates and foreign exchange volatility, 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 6—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives and LNG Trading Derivatives incorporates, as applicable to our natural gas supply contracts, 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 satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

### 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 and equity offerings by us or our subsidiaries. The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.

|  | March 31, 2024 |
| --- | ---: |
| Cash and cash equivalents (1) | $4,411 |
| Restricted cash and cash equivalents (1) | 427 |
| Available commitments under our credit facilities (2): |  |
| SPL Revolving Credit Facility | 728 |
| CQP Revolving Credit Facility | 1,000 |
| CCH Credit Facility | 3,260 |
| CCH Working Capital Facility | 1,345 |
| Cheniere Revolving Credit Facility | 1,250 |
| Total available commitments under our credit facilities | 7,583 |
| Total available liquidity | $12,421 |

(1) Amounts presented include balances held by our consolidated variable interest entities (“**VIEs”**), as discussed in Note 7—Non-controlling Interests and Variable Interest Entities of our Notes to Consolidated Financial Statements. As of March 31, 2024, assets of our VIEs, which are included in our Consolidated Balance Sheets, included $333 million of cash and cash equivalents and $64 million of restricted cash and cash equivalents. In April 2024, $1.5 billion of cash was used to retire the approximately $1.5 billion outstanding aggregate principal amount of the 2025 CCH Senior Notes.

(2) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of March 31, 2024. See Note 9—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to March 31, 2024 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 our annual report on Form 10-K for the fiscal year ended December 31, 2023.

Although our sources and uses of cash are presented below from a consolidated standpoint, SPL, CQP, CCH and Cheniere operate with independent capital structures. Certain restrictions under debt and equity instruments executed by our subsidiaries limit each entity’s ability to distribute cash, including the following:

- SPL and CCH are 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 Projects and other restricted payments. In addition, SPL and CCH’s operating costs are managed by our subsidiaries under affiliate agreements, which may require SPL and CCH to advance cash to the respective affiliates, however the cash remains restricted for operation and construction of the Liquefaction Projects;
- CQP is required under its partnership agreement to distribute to unitholders all available cash on hand at the end of a quarter less the amount of any reserves established by its general partner. Beginning with the distribution paid in the

second quarter of 2022, quarterly distributions by CQP are currently comprised of a base amount plus a variable amount equal to the remaining available cash per unit, which takes into consideration, among other things, amounts reserved for annual debt repayment and capital allocation goals, anticipated capital expenditures to be funded with cash, and cash reserves to provide for the proper conduct of CQP’s business;

- Our 48.6% limited partner interest, 100% general partner interest and incentive distribution rights in CQP limit our right to receive cash held by CQP to the amounts specified by the provisions of CQP’s partnership agreement; and
- SPL and CCH are restricted by affirmative and negative covenants included in certain of their debt agreements in their ability to make certain payments, including distributions, unless specific requirements are satisfied.

Despite the restrictions noted above, we believe that sufficient flexibility exists within the Cheniere complex to enable each independent capital structure to meet its currently anticipated cash requirements. The sources of liquidity at SPL, CQP and CCH primarily fund the cash requirements of the respective entity, and any remaining liquidity not subject to restriction, as supplemented by liquidity provided by Cheniere Marketing, is available to enable Cheniere to meet its cash requirements.

### Corpus Christi Stage 3 Project

The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of March 31, 2024:

|  |  |
| --- | ---: |
| Overall project completion percentage | 55.9% |
| Completion percentage of: |  |
| Engineering | 89.3% |
| Procurement | 74.8% |
| Subcontract work | 75.4% |
| Construction | 16.5% |
| Date of expected substantial completion | 1H 2025 - 2H 2026 |

### 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.

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $1,246 | $3,421 |
| Net cash used in investing activities | (666) | (727) |
| Net cash used in financing activities | (264) | (1,740) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (3) | 2 |
| Net increase in cash, cash equivalents and restricted cash and cash equivalents | $313 | $956 |

#### Operating Cash Flows

The $2.2 billion decrease between the periods was primarily related to lower cash receipts from the sale of LNG cargoes due to a reduction in both pricing per MMBtu and volumes sold under short-term agreements. The decrease was partially offset by lower cash outflows for natural gas feedstock, mostly due to lower U.S. natural gas prices.

We became subject to the 15% CAMT beginning in 2024. Accordingly, our U.S. federal income tax obligations are expected to accelerate relative to prior periods, subject to and conditioned on variability in our pre-tax GAAP income, including period-to-period volatility attributable to changes in the fair value of our derivative instruments. As any accelerated CAMT tax liability provides an offsetting credit against our regular U.S. federal income tax liability for future years, we expect that any future impact will be limited to timing differences. Please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2023 for additional discussion of the potential impacts of CAMT on our future liquidity.

#### Investing Cash Flows

Our investing net cash outflows in both periods primarily were for the construction costs for the Corpus Christi Stage 3 Project, which were $509 million during the three months ended March 31, 2024 compared to $543 million in the comparable period of 2023. We expect to incur a similar level of capital expenditures in future periods as construction work progresses on the Corpus Christi Stage 3 Project.

#### Financing Cash Flows

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

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Proceeds from issuances of debt | $1,497 | $— |
| Redemptions, repayments and repurchases of debt | (150) | (896) |
| Distributions to non-controlling interest | (253) | (261) |
| Repurchase of common stock | (1,189) | (450) |
| Dividends to stockholders | (105) | (99) |
| Other, net | (64) | (60) |
| Net cash used in financing activities | $(264) | $(1,766) |

#### Debt Issuances

During the three months ended March 31, 2024, we issued an aggregate principal amount of $1.5 billion of 2034 Cheniere Senior Notes, the proceeds of which were used to retire the outstanding aggregate principal amount of approximately $1.5 billion of the 2025 CCH Senior Notes. As of March 31, 2024, the only debt maturing in 2024 was the remaining $150 million outstanding of the 5.750% Senior Secured Notes due 2024 (the “**2024 SPL Senior Notes”**). We did not have any debt issuances or borrowings during the three months ended March 31, 2023.

#### Debt Redemptions, Repayments and Repurchases

The following table shows the redemptions, repayments and repurchases of debt, including intra-quarter repayments (in millions):

| Redemptions, repayments and repurchases of debt SPL: | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| 2024 SPL Senior Notes | $(150) | $— |
| **CCH:** |  |  |
| 7.000% Senior Notes due 2024 | — | (498) |
| 5.125% Senior Notes due 2027 | — | (69) |
| 3.700% Senior Notes due 2029 | — | (237) |
| 2.742% Senior Notes due 2039 | — | (92) |
| Total redemptions, repayments and repurchases of debt | $(150) | $(896) |

#### Repurchase of Common Stock

During the three months ended March 31, 2024 and 2023, we paid $1.2 billion and $450 million to repurchase 7.5 million and 3.1 million shares of our common stock, respectively, under our share repurchase program. As of March 31, 2024, we had approximately $950 million remaining under our share repurchase program.

#### Cash Dividends to Stockholders

During the three months ended March 31, 2024, we paid a dividend of $0.435 per share of common stock, for a total of $105 million. We paid a dividend of $0.395 per share of common stock for a total of $99 million during the three months ended March 31, 2023.

On April 26, 2024, we declared a quarterly dividend of $0.435 per share of common stock that is payable on May 17, 2024 to stockholders of record as of the close of business on May 10, 2024.

### Summary of Critical Accounting Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

### Recent Accounting Standards

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

## Market risk

As filed, 1,290 characters.

### Marketing and Trading Commodity Price Risk

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

|  | March 31, 2024 Fair Value | Change in Fair Value | December 31, 2023 Fair Value | Change in Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Liquefaction Supply Derivatives | $(2,404) | $1,519 | $(2,117) | $1,526 |
| LNG Trading Derivatives | (4) | 13 | 10 | 12 |

See Note 6—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments.

## Controls and procedures

As filed, 1,000 characters.

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

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

## Risk factors

As filed, 146 characters.

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

Filed May 3, 2024.
Source: SEC EDGAR, the filing index for accession 0000003570-24-000055. Last ingested by Listed: Oct 29, 2026, 07:37 ET. No prices; not investment advice.