# Cheniere Energy, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Cheniere Energy, Inc.](/companies/lng.md) (CIK 3570)
- Form: 10-Q
- Filed: 2025-05-08
- Accepted by EDGAR: May 7, 2025, 17:37 ET
- Period: 2025-03-31
- Accession: 0000003570-25-000049
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/3570/000000357025000049/lng-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/3570/000000357025000049/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $5.29bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $116.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $961.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $229.0m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $121.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $353.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.57 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.57 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 224,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $1.23bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $623.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $112.0m | us-gaap:PaymentsOfDividends |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $363.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $2.51bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $4.73bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $43.55bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $3.98bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $33.45bn | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $22.51bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $104.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-31 | $5.58bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 43,685 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, 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, 2024. 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 our total production capacity of our liquefaction facilities as of March 31, 2025. Our total production capacity is expected to be over 55 mtpa upon completion of over 8 mtpa that remains under construction, as further discussed below.

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, 2025, 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 natural gas liquefaction facilities with total production capacity of approximately 30 mtpa of LNG (the “**SPL Project”**). The Sabine Pass LNG Terminal also has 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 through

CQP 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 has natural gas liquefaction facilities with total expected production capacity of over 25 mtpa of LNG, of which over 8 mtpa is currently under construction. The Corpus Christi LNG Terminal also has 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. As noted above, we are constructing an expansion of the Corpus Christi LNG Terminal that is expected to add over 10 mtpa of operational liquefaction capacity across seven midscale Trains once fully completed (the “**Corpus Christi Stage 3 Project”**), inclusive of the first midscale Train that reached substantial completion in March 2025. We also own and operate through CCP an approximately 21-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 counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows, and include 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 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 primarily indexed to Henry Hub and 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 currently in effect, with approximately 15 years of weighted average remaining life as of March 31, 2025, 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, 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. LNG produced by the Liquefaction Projects that is not contracted under long-term contracts is available for Cheniere Marketing, our integrated marketing function, to sell in the global market under spot sales or other short-term agreements.

#### Disciplined Accretive Growth

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. Our capital allocation plan is designed, in part, to invest in financially disciplined growth accretive to our common stock. Capital investment parameters are the foundation of our disciplined, accretive growth, and include consideration to:

- Achieve value accretive returns through long-term commercial contracts: We aim to contract approximately 80-90% of our current and planned liquefaction capacity under long-term SPAs and IPM agreements with creditworthy counterparties under the pricing structures described above, with targeted unlevered returns that exceed our cost of equity and return on stock at prevailing stock prices.

Our success in securing long-term commercial contracts at desired returns is influenced by global LNG and natural gas market conditions and other uncertainties described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024.

- Achieve credit accretive returns: We aim to conservatively fund our projects through financing structures that sustain our long-term, run-rate leverage and credit metrics.

Our ability to secure the required financing is influenced by market interest rates and other factors described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024.

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. We are developing 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”**). We are commercializing to support the additional liquefaction capacity associated with these potential expansion projects. The development of these projects requires, among other things, regulatory approvals and acceptable commercial and financing arrangements before we make a positive FID. Risks associated with cost overruns and delays in the completion of our expansion projects, including the Corpus Christi Stage 3 Project, are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024.

The following table summarizes pre-FID development efforts and certain key milestones associated with the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project:

|  |  | CCL Midscale Trains 8 & 9 Project | SPL Expansion Project |
| --- | --- | --- | --- |
|  | Expected total production capacity of LNG (1) | ~ 3 mtpa | Up to ~ 20 mtpa |
|  | **Milestone** |  |  |
| **Regulatory (2)** | FERC authorizations: |  |  |
|  | Positive environmental assessment | ü | Pending |
|  | Order under Section 3 of NGA | ü | Pending |
|  | Certification to commence construction (3) | ü |  |
|  | DOE export authorization: |  |  |
|  | FTA countries | ü | ü |
|  | Non-FTA countries | Pending | Pending |
| **Financing** | Financing (4) |  |  |
| **Commercialization and Other Contracting** | Definitive commercial agreements (5) | In process | In process |
|  | Definitive full-scope EPC contract |  |  |
| **Critical Milestone** | Target FID (6) | 2025 | 2026/2027 |

ü indicates receipt of authorization, subject to ongoing conditionality

(1) Anticipated based on capacity, scale, location and infrastructure. Subject to regulatory review and approval and may change based on design considerations, engagement with contractors, and other factors. Subject to adjustment for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities.

(2) Our activities, including our expansion activities, are highly regulated, and require regulatory approvals at various stages, including approvals of the FERC and DOE under Sections 3 and 7 of the NGA, as well as several other material governmental and regulatory approvals and permits. The progression of our expansion projects is dependent on receiving all regulatory approvals required within the respective stages. See our annual report on Form 10-K for the fiscal year ended December 31, 2024 for further discussion of the regulations under federal, state and local statutes, rules, regulations and laws to which we are subject and associated risks factors relating to regulations.

(3) Based on letter from the FERC granting our request to commence with site preparation. The FERC orders require us to comply with certain ongoing conditions and obtain certain additional FERC and other regulatory agency approvals as construction progresses.

(4) We anticipate drawing on current committed facilities and/or incurring additional debt to finance the construction of the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, if we reach a positive FID.

(5) Liquefaction capacity partially contracted by Cheniere Marketing and SPL Stage V through SPA or IPM agreements conditioned on additional liquefaction capacity beyond what is currently in construction or operation. We believe we have secured sufficient commercial SPAs and/or IPM agreements to support the construction of the CCL Midscale Trains 8 & 9 Project, subject to relevant conditions precedent, review of project economics, and assignment or novation of such agreements to the project entity.

(6) Potentially subject to phased FID. Any positive FID is subject to achievement of or consideration to relevant milestones and capital investment parameters described herein.

### Overview of Significant Events

Our significant events since January 1, 2025 and through the filing date of this Form 10-Q include the following:

### Strategic

- In March 2025, we received authorization from the FERC under the NGA to site, construct and operate the CCL Midscale Trains 8 & 9 Project.

### Operational

- As of May 1, 2025, approximately 4,070 cumulative LNG cargoes totaling approximately 280 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
- In February 2025, the first cargo of LNG was produced from the Corpus Christi Stage 3 Project and in March 2025, substantial completion of Train 1 of the Corpus Christi Stage 3 Project was achieved.

### Financial

- In February 2025, Fitch Ratings upgraded the issuer credit rating of both Cheniere and CQP to BBB from BBB- with a stable outlook.
- During the three months ended March 31, 2025, we accomplished the following pursuant to our capital allocation priorities:
- We repurchased approximately 1.6 million shares of our common stock as part of our share repurchase program for approximately $350 million.
- In March 2025, SPL repaid the remaining $300 million aggregate principal amount outstanding of its 5.625% Senior Secured Notes due 2025 (the “**2025 SPL Senior Notes”**) at maturity.
- We paid a dividend of $0.50 per share of common stock during the three months ended March 31, 2025.
- 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, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: |
| LNG revenues | $5,305 | $4,037 | $1,268 |
| Regasification revenues | 34 | 34 | — |
| Other revenues | 105 | 182 | (77) |
| Total revenues | 5,444 | 4,253 | 1,191 |
| Operating costs and expenses |  |  |  |
| Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below) | 3,571 | 2,236 | 1,335 |
| Operating and maintenance expense | 473 | 451 | 22 |
| Selling, general and administrative expense | 116 | 101 | 15 |
| Depreciation, amortization and accretion expense | 312 | 302 | 10 |
| Other operating costs and expenses | 11 | 9 | 2 |
| Total operating costs and expenses | 4,483 | 3,099 | 1,384 |
| Income from operations | 961 | 1,154 | (193) |
| Other income (expense) |  |  |  |
| Interest expense, net of capitalized interest | (229) | (266) | 37 |
| Interest and dividend income | 37 | 61 | (24) |
| Other income (expense), net | 20 | (1) | 21 |
| Total other expense | (172) | (206) | 34 |
| Income before income taxes and non-controlling interests | 789 | 948 | (159) |
| Less: income tax provision | 121 | 109 | 12 |
| Net income | 668 | 839 | (171) |
| Less: net income attributable to non-controlling interests | 315 | 337 | (22) |
| Net income attributable to Cheniere | $353 | $502 | $(149) |
| Net income per share attributable to Cheniere—basic | $1.57 | $2.14 | $(0.57) |
| Net income per share attributable to Cheniere—diluted | $1.57 | $2.13 | $(0.56) |

### Volumes loaded and recognized from the Liquefaction Projects

| (in TBtu) | Three Months Ended March 31, 2025 Operational | Commissioning | Total |
| --- | ---: | ---: | ---: |
| Volumes loaded during the current period | 602 | 6 | 608 |
| Volumes loaded during the prior period but recognized during the current period | 39 | — | 39 |
| Less: volumes loaded during the current period and in transit at the end of the period | (32) | (1) | (33) |
| Total volumes recognized in the current period | 609 | 5 | 614 |

28

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

| LNG revenues (in millions): | Three Months Ended March 31, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | $3,768 | $3,043 | $725 |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements | 1,276 | 793 | 483 |
| LNG procured from third parties | 64 | 119 | (55) |
| Net derivative gain | 117 | 30 | 87 |
| Other revenues | 80 | 52 | 28 |
| Total LNG revenues | $5,305 | $4,037 | $1,268 |
| Volumes delivered as LNG revenues (in TBtu): |  |  |  |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | 516 | 538 | (22) |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements (2) | 93 | 70 | 23 |
| LNG procured from third parties | 7 | 11 | (4) |
| Total volumes delivered as LNG revenues | 616 | 619 | (3) |

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

(2) Includes volumes sold under short-term agreements and IPM agreements.

### Net income attributable to Cheniere

Net income attributable to Cheniere declined $149 million for the three months ended March 31, 2025 as compared to the same period of 2024. Although approximately 90% of our LNG volumes recognized in the comparable three month periods were sold in relation to long-term SPAs or IPM agreements, there was a decline in net income attributable to Cheniere in the current year as compared to the same period of 2024 primarily due to a $277 million unfavorable change in fair value of agreements accounted for as derivative instruments (before tax and the impact of non-controlling interests between the comparable three month periods), substantially all of which related to our commodity derivatives, where certain factors, including geopolitical and trade uncertainties, weather, transportation and storage, generally resulted in widening market-based locational price differentials for U.S. natural gas deliveries and persistent global LNG and natural gas index price volatility. Also contributing to the decline in net income attributable to Cheniere was a $70 million decrease in sublease income from our LNG vessels due to fewer days the LNG vessels were subleased and at lower rates in the current year as compared to the same period of 2024. The unfavorable variances were partially offset by a $214 million increase in revenues, net of cost of sales and excluding derivatives, as a result of higher margins generated by our integrated marketing function, as described below under the caption *Revenues.*

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

### Revenues

The $1.2 billion increase in revenues between the three months ended March 31, 2025 compared to the same period of 2024 was primarily attributable to:

- $725 million increase in revenues attributable to increased Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed; and
- $428 million increase in revenues generated by our integrated marketing function under short-term agreements due to an increase in volumes sold at higher prices due to increased international LNG and natural gas prices.

### Operating costs and expenses

The $1.4 billion unfavorable variance between the three months ended March 31, 2025 compared to the same period of 2024 was primarily attributable to:

- $967 million increase in cost of sales excluding the effect of derivative changes, primarily as a result of a $932 million increase in cost of natural gas feedstock largely due to the increase in U.S. natural gas prices; and
- $439 million of unfavorable changes in fair value of agreements accounted for as derivative instruments included in cost of sales, with the primary drivers of the variance described above under the caption *Net income attributable to Cheniere.*

### Other income (expense)

The $34 million favorable variance between the three months ended March 31, 2025 as compared to the same period of 2024 was primarily attributable to:

- $37 million decrease in interest expense, net of capitalized interest, between the comparable three month periods primarily due to a $21 million increase in interest costs qualifying for capitalization, given the higher carrying value of assets under construction, and additionally due to lower gross interest cost due to debt reduction activities associated with our long-term capital allocation plan; and
- $21 million increase in other income (expense), net, primarily from a $26 million gain recognized on the sale of our equity interests in an equity method investment during the three months ended March 31, 2025.

These favorable variances were partially offset by:

- $24 million decrease in interest and dividend income as a result of decreased interest rates and lower average cash and cash equivalents balances between the periods.

### Income tax provision

The $12 million unfavorable variance between the three months ended March 31, 2025 as compared to the same period of 2024 was primarily attributable to an increase in our effective tax rate, as described below, partially offset by lower tax expense due to a $159 million decrease in pre-tax income.

Our effective tax rate was 15.3% and 11.5% for the three months ended March 31, 2025 and 2024, respectively. Our effective tax rate increased between the comparable periods primarily due to a decrease in the ratio of our pre-tax income attributable to CQP, which is partially not taxable to us, as well as the tax impact from recording a valuation allowance on a capital loss carryover generated on the sale of our equity interests in an equity method investment during the three months ended March 31, 2025 as discussed above under the caption *Other income (expense)*. The effective tax rate for the comparable three month periods was lower than the statutory rate of 21.0% primarily due to CQP’s income that is partially not taxable to us.

### Net income attributable to non-controlling interests

The $22 million decrease between the three months ended March 31, 2025 as compared to the same period of 2024 was primarily attributable to a $41 million decrease in CQP’s consolidated net income, primarily due to an $84 million unfavorable change in fair value of agreements accounted for as derivative instruments between the comparable three month periods, partially offset by a $32 million increase in LNG revenues, net of cost of sales and excluding derivatives, and a $12 million decrease in interest expense, net of capitalized interest.

### 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 we use to manage certain risks, are reported at fair value in our Consolidated Financial Statements. For commodity derivative instruments, including those 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 5—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, 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.

#### Commissioning volumes

Prior to substantial completion of a Train, amounts received from the sale of commissioning volumes 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 and are necessary activities to bring the asset to the condition for its intended use. During the three months ended March 31, 2025, we realized offsets to LNG terminal costs of $48 million corresponding to 5 TBtu of LNG that were related to the sale of commissioning volumes. We did not record any offsets to LNG terminal costs during the three months ended March 31, 2024.

#### Additional liquefaction capacities

The Corpus Christi Stage 3 Project is currently under construction and is expected to add over 10 mtpa of operational liquefaction capacity once all seven Trains reach substantial completion. Substantial completion was achieved for the first Train of the Corpus Christi Stage 3 Project in March 2025. The increased LNG volumes produced by these Trains are expected to result in higher revenues and cost of sales. However, prior to the commencement of long-term SPAs associated with these volumes, the additional volumes will be sold by our integrated marketing function at prevailing market prices.

### 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, 2025 |
| --- | ---: |
| Cash and cash equivalents (1) | $2,511 |
| Restricted cash and cash equivalents (1) | 357 |
| Available commitments under our credit facilities (2): |  |
| SPL Revolving Credit Facility | 785 |
| CQP Revolving Credit Facility | 1,000 |
| CCH Credit Facility | 3,260 |
| CCH Working Capital Facility | 1,390 |
| Cheniere Revolving Credit Facility | 1,250 |
| Total available commitments under our credit facilities | 7,685 |
| Total available liquidity | $10,553 |

(1) Amounts presented include balances held by our consolidated variable interest entities (“**VIEs”**), as discussed in Note 6—Non-controlling Interests and Variable Interest Entities of our Notes to Consolidated Financial Statements. As of

March 31, 2025, assets of our VIEs, which are included in our Consolidated Balance Sheets, included $94 million of cash and cash equivalents and $80 million of restricted cash and cash equivalents.

(2) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of March 31, 2025. 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 March 31, 2025 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 our annual report on Form 10-K for the fiscal year ended December 31, 2024.

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 or requirements under debt and equity instruments executed by our subsidiaries limit the entity’s use of 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

In March 2025, substantial completion of the first of seven midscale Trains of the Corpus Christi Stage 3 Project was achieved. The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of March 31, 2025:

|  | Corpus Christi Stage 3 Project |
| --- | ---: |
| Overall project completion percentage | 82.5% |
| Completion percentage of: |  |
| Engineering | 98.2% |
| Procurement | 99.8% |
| Subcontract work | 89.8% |
| Construction | 53.7% |
| Date of expected substantial completion of remaining Trains | 1H 2025 - 2H 2026 |

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### 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, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $1,228 | $1,246 |
| Net cash used in investing activities | (549) | (666) |
| Net cash used in financing activities | (997) | (264) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (4) | (3) |
| Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | $(322) | $313 |

#### Operating Cash Flows

The $18 million decrease between the periods was primarily related to lower cash flows attributed to working capital from differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes, partially offset by higher net cash inflows from LNG sales, as explained above in *Results of Operations*, and increased cash inflows from settlement of derivative instruments.

Our cash taxes in the near term could potentially be impacted by possible new federal tax legislation being enacted. Several key provisions of the Tax Cuts and Jobs Act (the “**TCJA”**) are set to expire or change after 2025, raising the prospects for a new tax bill being enacted in 2025. While the current corporate tax rate of 21% established by the TCJA is permanent and not set to expire, President Trump has proposed reducing the rate to 15% for U.S. manufacturers. Any significant changes to the corporate tax rate, Foreign-Derived Intangible Income provisions, immediate expensing rules or other key tax policies in 2025 could affect our financial position and liquidity. While we are unable to predict the timing and scope of any potential tax legislation, we continue to monitor and assess any proposed tax law changes to determine the impact on our business, cash flows and financial results.

#### 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 $321 million and $509 million during the three months ended March 31, 2025 and 2024, respectively, as well as for optimization and other site improvement projects. The $188 million decrease in construction costs for the Corpus Christi Stage 3 Project between the periods was primarily related to the timing of cash payments under the related EPC contract.

#### Financing Cash Flows

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

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Proceeds from issuances of debt | $125 | $1,497 |
| Redemptions and repayments of debt | (425) | (150) |
| Distributions to non-controlling interests | (200) | (253) |
| Contributions from redeemable non-controlling interest | 38 | 4 |
| Payments related to tax withholdings for share-based compensation | (44) | (40) |
| Repurchase of common stock, inclusive of excise taxes paid | (363) | (1,189) |
| Dividends to stockholders | (112) | (105) |
| Other, net | (16) | (28) |
| Net cash used in financing activities | $(997) | $(264) |

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#### Debt Issuances

During the three months ended March 31, 2025, SPL borrowed and repaid $125 million under the SPL Revolving Credit Facility. 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 CCH’s 5.875% Senior Secured Notes due 2025 in April 2024.

#### Debt Redemptions and Repayments

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

| Redemptions and repayments of debt SPL: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| 5.750% Senior Secured Notes due 2024 | $(60) | $(150) |
| 5.625% Senior Secured Notes due 2025 | (300) | — |
| SPL Revolving Capital Facility | (125) | — |
| Total redemptions and repayments of debt | $(425) | $(150) |

#### Repurchase of Common Stock

During the three months ended March 31, 2025 and 2024, we paid $350 million and $1.2 billion to repurchase approximately 1.6 million and 7.5 million shares of our common stock, respectively, under our share repurchase program, and during the three months ended March 31, 2025, we paid $13 million of excise taxes related to our repurchase of common stock during the fiscal year 2023. As of March 31, 2025, we had approximately $3.5 billion remaining under our share repurchase program.

#### Cash Dividends to Stockholders

We paid a dividend of $0.500 per share of common stock for a total of $112 million during the three months ended March 31, 2025 and $0.435 per share of common stock for a total of $105 million during the three months ended March 31, 2024.

On April 29, 2025, we declared a quarterly dividend of $0.500 per share of common stock that is payable on May 19, 2025 to stockholders of record as of the close of business on May 9, 2025.

### 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, 2024.

### 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, 1,294 characters.

### Marketing and Trading Commodity Price Risk

We have commodity derivatives consisting of natural gas and power supply contracts for the commissioning and operation of the Liquefaction Projects and the SPL Expansion Project, and associated economic hedges (collectively, the “**Liquefaction Supply Derivatives”**) and 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, 2025 Fair Value | Change in Fair Value | December 31, 2024 Fair Value | Change in Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Liquefaction Supply Derivatives | $(1,403) | $2,428 | $(742) | $2,516 |
| LNG Trading Derivatives | 75 | 28 | 17 | 49 |

See Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments.

## Controls and procedures

As filed, 999 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, 5,122 characters.

The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2024. Except as presented below, 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, 2024.

***Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities, the development and operation of our pipelines and the export of LNG could impede operations and construction and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.***

The design, construction and operation of interstate natural gas pipelines, LNG terminals, including the Liquefaction Projects, CCL Midscale Trains 8 & 9 Project, the SPL Expansion Project and other facilities, as well as the import and export of LNG and the purchase and transportation of natural gas, are highly regulated activities. Approvals of the FERC and DOE under Section 3 and Section 7 of the NGA, as well as several other material governmental and regulatory approvals and permits, including several under the CAA and the CWA, are required in order to construct and operate an LNG facility and an interstate natural gas pipeline and export LNG.

To date, the FERC has issued orders under Section 3 of the NGA authorizing the siting, construction and operation of the six Trains and related facilities of the SPL Project, the three Trains and related facilities of the CCL Project, the seven midscale Trains and related facilities for the Corpus Christi Stage 3 Project and the two midscale Trains and related facilities for the CCL Midscale Trains 8 & 9 Project, as well as orders under Section 7 of the NGA authorizing the construction and operation of the Creole Trail Pipeline and the Corpus Christi Pipeline. In February 2024, certain of our subsidiaries submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project. To date, the DOE has also issued orders under Section 3 of the NGA authorizing SPL, CCL and the Corpus Christi Stage 3 Project to export domestically produced LNG. We currently have the SPL Expansion Project and the CCL Midscale Trains 8 & 9 Project pending non-FTA export approval with the DOE. However, approval for the SPL Expansion Project is first subject to the receipt of regulatory permit approval from the FERC, responsive to our formal application. Additionally, we hold certificates under Section 7(c) of the NGA that grant us land use rights relating to the situation of our pipelines on land owned by third parties. If we were to lose these rights or be required to relocate our pipelines, our business could be materially and adversely affected.

Following its investigation of the maritime, logistics and shipbuilding sector in China, the Office of the U.S. Trade Representative (the “**USTR”**) has mandated restrictions on the maritime transport services for LNG exports and, if the restrictions are not met, the USTR stated it may direct the suspension of LNG export licenses until the terms of the restrictions are met. Among other things, the restrictions mandate that, beginning in April 2029, 1% of U.S. LNG exports must be exported on U.S.-built vessels, with such percentage gradually increasing to 15% in April 2047. These restrictions will not apply to a vessel for up to three years if the vessel owner orders and takes delivery of a U.S.-built vessel of equivalent or greater LNG capacity. The USTR stated it will continue to monitor effects of its action and will consider modification if appropriate. While we are monitoring developments of the restrictions, the potential impact of the restrictions on us and the LNG industry remains uncertain as the USTR stated that it will consult with the DOE and other relevant agencies, as appropriate, to provide notice and further technical information on the restrictions.

Authorizations obtained from the FERC, DOE and other federal and state regulatory agencies contain ongoing conditions that we must comply with. Failure to comply with or our inability to obtain and maintain existing or newly imposed approvals, permits and filings that may arise due to factors outside of our control such as a U.S. government disruption or shutdown, political opposition or local community resistance to our operations could impede the operation and construction of our infrastructure. In addition, certain of these governmental permits, approvals and authorizations are or may be subject to rehearing requests, appeals and other challenges. There is no assurance that we will obtain and maintain these governmental permits, approvals and authorizations, or that we will be able to obtain them on a timely basis. Any impediment could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Filed May 8, 2025.
Source: SEC EDGAR, the filing index for accession 0000003570-25-000049. Last ingested by Listed: Oct 29, 2026, 07:37 ET. No prices; not investment advice.