# Cheniere Energy, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Cheniere Energy, Inc.](/companies/lng.md) (CIK 3570)
- Form: 10-Q
- Filed: 2025-08-07
- Accepted by EDGAR: Aug 6, 2025, 17:52 ET
- Period: 2025-06-30
- Accession: 0000003570-25-000094
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/3570/000000357025000094/lng-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/3570/000000357025000094/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $4.51bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $9.80bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $99.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $215.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $2.53bn | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $3.49bn | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $237.0m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $466.0m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $426.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $547.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $1.63bn | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $1.98bn | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $7.30 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $8.85 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $7.32 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $8.87 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 222,300,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 223,200,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $2.06bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $1.65bn | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $223.0m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $690.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $1.65bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $3.70bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $44.58bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $3.77bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $33.27bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $22.01bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $609.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $6.71bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 54,513 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 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025. 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 June 30, 2025. Our total production capacity is expected to be over 60 mtpa of LNG, including approximately 14 mtpa under construction as of June 30, 2025, inclusive of estimated debottlenecking opportunities.

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 June 30, 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 over 30 mtpa of LNG (the “**SPL Project”**) as of June 30, 2025. 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 30 mtpa of LNG, including approximately 14 mtpa under construction as of June 30, 2025, inclusive of estimated debottlenecking opportunities. 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. 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”).**

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. Subsequently, in August 2025, the second midscale Train of the Corpus Christi Stage 3 Project reached substantial completion. In addition to the Corpus Christi Stage 3 Project, on June 17, 2025, our board of directors (the “**Board”**) made a positive FID with respect to two additional midscale Trains with an expected total production capacity of approximately 5 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “**Midscale Trains 8 & 9 Project”** and together with the existing assets at the Corpus Christi LNG Terminal, the Corpus Christi Stage 3 Project and the Corpus Christi Pipeline, the “**CCL Project”**) and issued a full notice to proceed with construction to Bechtel Energy Inc. (“**Bechtel”**) effective June 18, 2025. Non-FTA export authorization on the Midscale Trains 8 & 9 Project is pending with the DOE.

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 June 30, 2025, we have contracted approximately 90% 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 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 financial parameters that consider, among other things, targeted unlevered returns that exceed our cost of equity and return on stock at prevailing stock prices and project leverage.

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 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.

- 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 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.

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 SPL Project with an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities, and supporting infrastructure (the “**SPL Expansion Project”**), and we are commercializing to support the additional liquefaction capacity associated with this project. This project and any future expansions at our sites require, 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 are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.

The following table summarizes pre-FID development efforts and certain key milestones associated with the SPL Expansion Project:

|  |  | SPL Expansion Project |
| --- | --- | --- |
|  | Expected total production capacity of LNG (1) | Up to ~ 20 mtpa |
|  | **Milestone** |  |
| **Regulatory (2)** | FERC authorizations: |  |
|  | Positive environmental assessment | Pending |
|  | Order under Section 3 of NGA | Pending |
|  | Certification to commence construction (3) |  |
|  | DOE export authorization: |  |
|  | FTA countries | ü |
|  | Non-FTA countries | Pending |
| **Financing** | Financing (4) |  |
| **Commercialization and Other Contracting** | Definitive commercial agreements (5) | In process |
|  | Definitive full-scope EPC contract |  |
| **Critical Milestone** | Target FID (6) | 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 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025 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 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.

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

We have excluded from the table above a potential further expansion of the CCL Project with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities, and supporting infrastructure (the “**CCL Stage 4 Expansion Project”),** for which we commenced the pre-filing process with the FERC in July 2025, as none of the milestones within the table have yet been achieved.

### 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 July 2025, we submitted a request to initiate the pre-filing review process with the FERC under the National Environmental Policy Act for the CCL Stage 4 Expansion Project, a potential further expansion of the Corpus Christi LNG Terminal with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities.
- In June 2025, our Board made a positive FID with respect to the investment in the development, construction and operation of the CCL Midscale Trains 8 & 9 Project and issued a full notice to proceed with construction to Bechtel under a fixed price separated turnkey EPC contract.
- In June 2025, certain subsidiaries of CQP updated the SPL Expansion Project’s FERC application, originally filed in February 2024, to reflect a two-phased project, inclusive of three liquefaction trains and supporting infrastructure, maintaining an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities.
- In May 2025, Cheniere Marketing entered into an IPM agreement with Canadian Natural Resources Limited to purchase 140,000 MMBtu per day of natural gas at a price based on the Japan Korea Marker, less fixed LNG shipping costs and a fixed liquefaction fee, for a term of approximately 15 years commencing in approximately 2030. This agreement is subject to us making a positive FID with respect to the SPL Expansion Project or unilaterally waiving such condition.
- 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 August 1, 2025, approximately 4,220 cumulative LNG cargoes totaling approximately 290 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
- In March and August 2025, substantial completions of Trains 1 and 2, respectively, of the Corpus Christi Stage 3 Project were achieved.

### Financial

- In August 2025, we amended and restated our $1.25 billion Cheniere Revolving Credit Facility to, among other things, (1) extend the maturity date thereunder, (2) reduce the interest rate and commitment fees payable thereunder and (3) make certain other changes to the terms and conditions of the existing Cheniere Revolving Credit Facility. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional details.
- In July 2025, CQP issued and sold $1.0 billion aggregate principal amount of 5.550% Senior Notes due 2035 (the “**2035 CQP Senior Notes”**), and the net proceeds, together with cash on hand, were used to redeem $1.0 billion of the aggregate principal amount of its 5.875% Senior Secured Notes due 2026 (the “**2026 SPL Senior Notes”).**
- In June 2025, we announced updates to our company outlook, which included a plan to increase our annualized dividend by over 10% to $2.22 per common share commencing with the third quarter of 2025, subject to declaration by our Board.
- In February 2025, Fitch Ratings upgraded the issuer credit rating of both Cheniere and CQP to BBB from BBB- with a stable outlook. In June 2025, S&P Global Ratings concurrently assigned a BBB rating to the 2035 CQP Senior Notes and upgraded the remaining unsecured CQP notes to BBB from BBB-.
- During the three and six months ended June 30, 2025, we accomplished the following pursuant to our capital allocation priorities:
- We repurchased approximately 1.4 million and 3.0 million shares of our common stock, respectively, as part of our share repurchase program for approximately $306 million and $656 million, respectively.
- 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 dividends of $0.500 and $1.000 per share of common stock, respectively.
- We continued to invest in accretive organic growth, including our investments in the Corpus Christi Stage 3 Project and the CCL Midscale Trains 8 & 9 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 June 30, 2025 | 2024 | Variance | Six Months Ended June 30, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| LNG revenues | $4,515 | $3,042 | $1,473 | $9,820 | $7,079 | $2,741 |
| Regasification revenues | 34 | 34 | — | 68 | 68 | — |
| Other revenues | 92 | 175 | (83) | 197 | 357 | (160) |
| Total revenues | 4,641 | 3,251 | 1,390 | 10,085 | 7,504 | 2,581 |
| Operating costs and expenses |  |  |  |  |  |  |
| Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below) | 1,117 | 784 | 333 | 4,688 | 3,020 | 1,668 |
| Operating and maintenance expense | 559 | 463 | 96 | 1,032 | 914 | 118 |
| Selling, general and administrative expense | 99 | 99 | — | 215 | 200 | 15 |
| Depreciation, amortization and accretion expense | 329 | 304 | 25 | 641 | 606 | 35 |
| Other operating costs and expenses | 7 | 13 | (6) | 18 | 22 | (4) |
| Total operating costs and expenses | 2,111 | 1,663 | 448 | 6,594 | 4,762 | 1,832 |
| Income from operations | 2,530 | 1,588 | 942 | 3,491 | 2,742 | 749 |
| Other income (expense) |  |  |  |  |  |  |
| Interest expense, net of capitalized interest | (237) | (257) | 20 | (466) | (523) | 57 |
| Loss on modification or extinguishment of debt | — | (9) | 9 | — | (9) | 9 |
| Interest and dividend income | 31 | 47 | (16) | 68 | 108 | (40) |
| Other income (expense), net | (1) | 3 | (4) | 19 | 2 | 17 |
| Total other expense | (207) | (216) | 9 | (379) | (422) | 43 |
| Income before income taxes and non-controlling interests | 2,323 | 1,372 | 951 | 3,112 | 2,320 | 792 |
| Less: income tax provision | 426 | 210 | 216 | 547 | 319 | 228 |
| Net income | 1,897 | 1,162 | 735 | 2,565 | 2,001 | 564 |
| Less: net income attributable to non-controlling interests | 271 | 282 | (11) | 586 | 619 | (33) |
| Net income attributable to Cheniere | $1,626 | $880 | $746 | $1,979 | $1,382 | $597 |
| Net income per share attributable to common stockholders—basic | $7.32 | $3.85 | $3.47 | $8.87 | $5.97 | $2.90 |
| Net income per share attributable to common stockholders—diluted | $7.30 | $3.84 | $3.46 | $8.85 | $5.96 | $2.89 |

32

### Volumes loaded and recognized from the Liquefaction Projects

| (in TBtu) | Three Months Ended June 30, 2025 Operational | Commissioning | Total | Six Months Ended June 30, 2025 Operational | Commissioning | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Volumes loaded during the current period | 550 | — | 550 | 1,152 | 6 | 1,158 |
| Volumes loaded during the prior period but recognized during the current period | 32 | 1 | 33 | 39 | — | 39 |
| Less: volumes loaded during the current period and in transit at the end of the period | (32) | — | (32) | (32) | — | (32) |
| Total volumes recognized in the current period | 550 | 1 | 551 | 1,159 | 6 | 1,165 |

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

| LNG revenues (in millions): | Three Months Ended June 30, 2025 | 2024 | Variance | Six Months Ended June 30, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | $3,575 | $2,755 | $820 | $7,343 | $5,798 | $1,545 |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements (2) | 687 | 229 | 458 | 1,963 | 1,022 | 941 |
| LNG procured from third parties (2) | 86 | — | 86 | 150 | 119 | 31 |
| Net derivative gain | 101 | 5 | 96 | 218 | 35 | 183 |
| Other revenues | 66 | 53 | 13 | 146 | 105 | 41 |
| Total LNG revenues | $4,515 | $3,042 | $1,473 | $9,820 | $7,079 | $2,741 |
| Volumes delivered as LNG revenues (in TBtu): |  |  |  |  |  |  |
| LNG from the Liquefaction Projects sold under third party long-term agreements (1) | 496 | 524 | (28) | 1,012 | 1,062 | (50) |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements (2) | 54 | 28 | 26 | 147 | 98 | 49 |
| LNG procured from third parties (2) | 8 | — | 8 | 15 | 11 | 4 |
| Total volumes delivered as LNG revenues | 558 | 552 | 6 | 1,174 | 1,171 | 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 volumes sold from natural gas procured under IPM agreements.

### Net income attributable to Cheniere

Net income attributable to Cheniere increased $746 million and $597 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, primarily due to $873 million and $596 million of favorable changes in fair value of agreements accounted for as derivative instruments (before tax and the impact of non-controlling interests). The incremental favorable change in fair value of agreements accounted for as derivative instruments between the comparable three and six month periods was primarily attributable to widening market-based locational price differentials for U.S. natural gas deliveries and the relative estimated convergence of applicable global and U.S. domestic natural gas prices, each of which impacted our natural gas and power supply derivatives. Additionally, moderate decreases in prompt global natural gas price indices in the current year, relative to increasing indexed pricing in the prior year, favorably impacted our derivatives related to the sale and purchase of physical LNG. Also contributing to the favorable variances were $294 million and $508 million between the comparable three and six month periods, respectively, of increases in LNG revenues, net of cost of sales and excluding derivatives, primarily as a result of higher pricing per MMBtu, as described below under the caption *Revenues.*

Partially offsetting these increases were increased tax provisions of $216 million and $228 million for the three and six month periods, respectively, as further explained in *Income tax provision* below, increased operating and maintenance expenses of $96 million and $118 million for the three and six month periods, respectively, due to the completion of planned large-scale maintenance activities on two trains at the SPL Project during the quarter, and $51 million and $120 million decreases 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 following is an additional discussion of the significant drivers of the variance in net income attributable to Cheniere by line item:

### Revenues

The $1.4 billion and $2.6 billion increases in revenues between the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to:

- $1.2 billion and $2.2 billion increases in revenues between the three and six month periods, respectively, due to higher pricing per MMBtu from both increased Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed, and from international gas pricing; and
- $126 million and $301 million increases in revenues between the three and six month periods, respectively, due to higher volumes of LNG delivered between the periods.

### Operating costs and expenses

The $448 million and $1.8 billion unfavorable variances between the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to:

- $1.1 billion and $2.0 billion increases in cost of sales excluding the effect of derivative changes between the comparable three and six month periods, respectively, substantially all related to the increases in cost of natural gas feedstock, largely due to the increase in U.S. natural gas prices as further described under the caption *Revenues;* and
- $96 million and $118 million increases in operating and maintenance expenses between the comparable three and six month periods, respectively, primarily due to the completion of planned large-scale maintenance activities on two trains at the SPL Project during the second quarter and additional expenses as a result of substantial completion of Train 1 of the Corpus Christi Stage 3 Project in March 2025, partially offset by non-recurrence of increased consumables and chemicals cost in the comparable prior periods.

These unfavorable variances were partially offset by $766 million and $327 million of favorable changes in fair value of agreements accounted for as derivative instruments included in cost of sales between the comparable three and six month periods, respectively, with the primary drivers of the variance described above under the caption *Net income attributable to Cheniere.*

### Other income (expense)

The $9 million and $43 million favorable variances between the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to:

- $20 million and $57 million decreases in interest expense, net of capitalized interest, between the comparable three and six month periods, respectively, due to $9 million and $30 million increases, respectively, in interest costs qualifying for capitalization, given the higher carrying value of assets under construction, and additionally due to lower gross interest costs due to debt reduction activities associated with our long-term capital allocation plan; and
- $17 million increase in other income, net, between the comparable six month periods 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 $16 million and $40 million decreases in interest and dividend income between the comparable three and six month periods, respectively, as a result of decreased interest rates and lower average cash and cash equivalents balances between the periods.

### Income tax provision

The $216 million and $228 million unfavorable variances between the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to increases in our effective tax rate, as described below, as well as a higher tax expense due to $951 million and $792 million increases in pre-tax income, respectively.

Our effective tax rate was 18.3% and 17.6% for the three and six months ended June 30, 2025, respectively, as compared to 15.3% and 13.8% for the same periods of 2024, respectively. Our effective tax rate increased between the comparable periods primarily due to a decreased proportion of our pre-tax income attributable to CQP, which is partially not taxable to us, and a reduced Foreign Derived Intangible Income (“**FDII”**) deduction. The decrease in the proportion of our pre-tax income attributable to CQP was primarily attributable to favorable changes in fair value of agreements accounted for as derivative instruments as described above under the caption *Net income attributable to Cheniere*, which were less impactful to CQP’s income as compared to ours. Additionally contributing to the unfavorable variance between the comparable six month periods was an increased tax expense due to a valuation allowance on a capital loss carryover generated on the sale of all 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 and six month periods was lower than the statutory rate of 21.0% primarily due to CQP’s income that is partially not taxable to us.

On July 4, 2025, the One Big Beautiful Bill Act (“**OBBBA”)** was signed into law with significant changes to the Internal Revenue Code that are expected to impact us, including, among other provisions, 100% bonus depreciation on qualifying assets acquired after January 19, 2025 and changes to the FDII deduction rules, renamed to the Foreign Derived Deduction Eligible Income (“**FDDEI”)** under the OBBBA. The 100% bonus depreciation under the OBBBA is expected to reduce our income tax payable retroactively from the effective date, which will be adjusted in our Consolidated Financial Statements in the third quarter of 2025, the period of enactment. Under law in effect prior to the OBBBA, the effective rate on FDII was scheduled to increase as a result of a decrease in the FDII deduction to 21.875% for tax years beginning after December 31, 2025. Effective for tax years beginning after December 31, 2025, the OBBBA sets the FDDEI deduction at 33.34%, and also eliminates for purposes of FDDEI, the qualified business asset investment provisions and the requirement to apportion certain expenses to foreign derived income. The FDDEI provisions are expected to have a favorable impact on our effective tax rate once effective beginning in 2026. Refer to Liquidity and Capital Resources for the discussion of the effects of the OBBBA on our operating cash flows.

### Net income attributable to non-controlling interests

The $11 million and $33 million decreases between the three and six months ended June 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to $17 million and $58 million decreases in CQP’s consolidated net income.

### Significant factors affecting our results of operations

Below are significant factors that affect our results of operations.

#### Gains and losses on derivative instruments

Derivative instruments, 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 and six months ended June 30, 2025, we realized offsets to LNG terminal costs of $7 million and $55 million, respectively, corresponding to 1 TBtu and 6 TBtu, respectively, of LNG that were related to the sale of commissioning volumes. We did not record any offsets to LNG terminal costs during the three and six months ended June 30, 2024.

#### Business Seasonality

Our quarterly results are affected by production levels, timing of our maintenance activities and the resulting availability of volumes. Therefore, operating profit may not be generated evenly throughout the year. Weather variations, including temperature, have an impact on LNG output at our Liquefaction Projects. Our Liquefaction Projects are capable of relatively higher production volumes during the cooler months as compared to the summer months. We typically perform our scheduled major maintenance activities at our sites during shoulder months in the second and third quarters in order to mitigate the impact to our annual operating results.

#### Additional liquefaction capacities

The Corpus Christi Stage 3 Project and CCL Midscale Trains 8 & 9 Project are currently under construction and are expected to add over 15 mtpa of operational liquefaction capacity, inclusive of estimated debottlenecking opportunities, once all Trains reach substantial completion, of which approximately 14 mtpa is still under construction or commissioning as of June 30, 2025. Substantial completion was achieved for the first Train of the Corpus Christi Stage 3 Project in March 2025. Additionally, first LNG was produced from the second Train of the Corpus Christi Stage 3 Project in June 2025, and substantial completion was achieved in August 2025. The operation and maintenance of these Trains and increased LNG volumes produced are expected to result in higher revenues and operating costs and expenses. 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. Additionally, potential expansion projects that increase the amount of LNG volumes produced, including those discussed above in *Disciplined Accretive Growth*, would also be expected to result in higher revenues and operating costs and expenses.

### 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.

|  | June 30, 2025 |
| --- | ---: |
| Cash and cash equivalents (1) | $1,648 |
| Restricted cash and cash equivalents (1) | 369 |
| 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 (3) | 1,250 |
| Total available commitments under our credit facilities | 7,685 |
| Total available liquidity | $9,702 |

(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 June 30, 2025, assets of our VIEs, which are included in our Consolidated Balance Sheets, included $108 million of cash and cash equivalents and $40 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 June 30, 2025. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

(3) In August 2025, we entered into an amendment and restatement of the Cheniere Revolving Credit Facility. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional details.

Our liquidity position subsequent to June 30, 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 LNG Terminal Expansion

In March 2025, substantial completion of the first of seven midscale Trains of the Corpus Christi Stage 3 Project was achieved. Additionally, first LNG was produced from the second Train of the Corpus Christi Stage 3 Project in June 2025, and substantial completion was achieved in August 2025. In June 2025, our Board made a positive FID with respect to the CCL Midscale Trains 8 & 9 Project and issued a full notice to proceed with construction to Bechtel under an EPC contract for a contract price of approximately $2.9 billion, subject to adjustment only by change order, and a guaranteed substantial completion date within the second half of 2028. The project completion and construction status for the CCL Midscale Trains 8 & 9 Project as of June 30, 2025 was not yet available. See *Sources and Uses of Cash* below for further discussion of the expenditures related to these projects.

The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of June 30, 2025:

|  | Corpus Christi Stage 3 Project |
| --- | ---: |
| Overall project completion percentage | 86.7% |
| Completion percentage of: |  |
| Engineering | 98.9% |
| Procurement | 99.8% |
| Subcontract work | 91.6% |
| Construction | 64.9% |
| Date of expected substantial completion of remaining Trains | 2H 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.

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $2,059 | $2,362 |
| Net cash used in investing activities | (1,575) | (1,185) |
| Net cash used in financing activities | (1,653) | (2,746) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (4) | (2) |
| Net decrease in cash, cash equivalents and restricted cash and cash equivalents | $(1,173) | $(1,571) |

#### Operating Cash Flows

The $303 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.

As described in Results of Operations, the OBBBA was signed into law on July 4, 2025 and includes, among other provisions, the FDDEI, which is expected to reduce our income taxes payable once effective beginning in 2026, and 100% bonus depreciation on qualifying assets acquired after January 19, 2025, which is expected to reduce our income taxes payable in 2025.

#### Investing Cash Flows

Our investing net cash outflows in both periods were primarily for construction costs for the Corpus Christi Stage 3 Project, which were $741 million and $909 million during the six months ended June 30, 2025 and 2024, respectively, as well as for optimization and other site improvement projects. The $168 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. Further contributing to our investing net cash outflows for the six months ended June 30, 2025 was $547 million of costs paid for the CCL Midscale Trains 8 & 9 Project, primarily related to procurement under the related EPC contract with Bechtel, and work performed by them under a limited notice to proceed. We expect to continue to incur capital expenditures for the Corpus Christi Stage 3 Project and the CCL Midscale Trains 8 & 9 Project as construction progresses on these projects.

#### Financing Cash Flows

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

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Proceeds from issuances of debt and borrowings | $265 | $2,725 |
| Redemptions and repayments of debt | (565) | (3,021) |
| Distributions to non-controlling interests | (400) | (451) |
| Contributions from redeemable non-controlling interest | 49 | — |
| Payments related to tax withholdings for share-based compensation | (46) | (41) |
| Repurchase of common stock, inclusive of excise taxes paid | (690) | (1,699) |
| Dividends to stockholders | (223) | (202) |
| Other, net | (43) | (57) |
| Net cash used in financing activities | $(1,653) | $(2,746) |

#### Proceeds from Issuances of Debt and Borrowings

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

| Proceeds from issuances of debt and borrowings Cheniere: | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| 5.650% Senior Notes due 2034 | $— | $1,497 |
| **CQP:** |  |  |
| 5.750% Senior Notes due 2034 | — | 1,198 |
| **SPL:** |  |  |
| SPL Revolving Credit Facility | 265 | 30 |
| Total proceeds from issuances of debt and borrowings | $265 | $2,725 |

39

#### 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: | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| 5.750% Senior Secured Notes due 2024 | $— | $(300) |
| 5.625% Senior Secured Notes due 2025 | (300) | (1,200) |
| SPL Revolving Credit Facility | (265) | (30) |
| **CCH:** |  |  |
| 5.875% Senior Notes due 2025 | — | (1,491) |
| Total redemptions and repayments of debt | $(565) | $(3,021) |

#### Repurchase of Common Stock

During the six months ended June 30, 2025 and 2024, we paid $656 million and $1.7 billion to repurchase approximately 3.0 million and 10.7 million shares of our common stock, respectively, under our share repurchase program. Additionally, during the six months ended June 30, 2025, we paid $33 million of excise taxes related to our repurchase of common stock during the fiscal years 2023 and 2024. As of June 30, 2025, we had approximately $3.2 billion remaining under our share repurchase program.

#### Cash Dividends to Stockholders

During the six months ended June 30, 2025, we paid aggregate dividends of $1.000 per share of common stock for a total of $223 million and during the six months ended June 30, 2024, we paid aggregate dividends of $0.870 per share of common stock for a total of $202 million.

On June 17, 2025, we declared a quarterly dividend of $0.500 per share of common stock that is payable on August 18, 2025 to stockholders of record as of the close of business on August 8, 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, 1,289 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):

|  | June 30, 2025 Fair Value | Change in Fair Value | December 31, 2024 Fair Value | Change in Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Liquefaction Supply Derivatives | $(2) | $2,327 | $(742) | $2,516 |
| LNG Trading Derivatives | 91 | 59 | 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, 263 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, 2024, except for the updates presented in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2025.

Filed Aug 7, 2025.
Source: SEC EDGAR, the filing index for accession 0000003570-25-000094. Last ingested by Listed: Oct 29, 2026, 07:37 ET. No prices; not investment advice.