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What changed in Cheniere Energy, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Cheniere Energy, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+404 added−258 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in Cheniere Energy, Inc.'s 2024 10-K

404 paragraphs added · 258 removed · 160 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

64 edited+199 added−18 removed89 unchanged
Biggest changeOur ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that we have entered into, and we could be materially and adversely affected if any significant portion of our customers fails to perform its contractual obligations for any reason.
Biggest changeIf any of the lenders in the syndicates backing these facilities was unable to perform on its commitments, we may need to seek replacement financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms. 18 T able of Contents Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that we have entered into, and we could be materially and adversely affected if any significant portion of our customers fails to perform its contractual obligations for any reason.
Our financing costs could increase or future borrowings or equity offerings may be unavailable to us or unsuccessful, which could cause us to be unable to pay or refinance our indebtedness or to fund our other liquidity needs. We also rely on borrowings under our credit facilities to fund our capital expenditures.
Our financing costs could increase or future borrowings or equity offerings may be unavailable to us or unsuccessful, which could cause us to be unable to pay or refinance our indebtedness or to fund our other liquidity needs. We also may rely on borrowings under our credit facilities to fund our capital expenditures.
However, future adverse weather events and collateral effects, or other disasters such as explosions, fires, floods or severe droughts, could cause damage to, or interruption of operations at our terminals or related infrastructure, which could impact our operating results, increase insurance premiums or deductibles paid and delay or increase costs associated with the construction and development of the Liquefaction Projects or our other facilities.
However, future adverse weather events and collateral effects, or other disasters such as explosions, fires, floods or severe droughts, could cause damage to, or interruption of operations at our terminals or related infrastructure, which could impact our operating results, increase insurance premiums or deductibles paid and delay or increase costs associated with the construction and development of our Liquefaction Projects or our other facilities.
The loss of the services of any of these individuals could have a material adverse effect on our business. Outbreaks of infectious diseases, such as COVID-19, at one or more of our facilities could adversely affect our operations.
The loss of the services of any of these individuals could have a material adverse effect on our business. Outbreaks of infectious diseases, such as COVID-19, at one or more of our facilities could adversely affect our operations or business.
The design, construction and operation of interstate natural gas pipelines, LNG terminals, including the Liquefaction Projects, the 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.
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.
On December 2, 2023, the EPA issued final rules to reduce methane and VOC emissions from new, existing and modified emission sources in the oil and gas sector. These regulations will require monitoring of methane and VOC emissions at our compressor stations.
On December 2, 2023, the EPA issued final rules to reduce methane and VOC emissions from new, existing and modified emission sources in the oil and gas sector. These regulations require monitoring of methane and VOC emissions at our compressor stations.
For example, in 2021 Colonial Pipeline suffered a ransomware attack that led to the complete shutdown of its pipeline system for six days. Should a multiple of the third party pipelines which supply our Liquefaction Facilities suffer similar concurrent attacks, the Liquefaction Facilities may not be able to obtain sufficient natural gas to operate at full capacity, or at all.
For example, in 2021 Colonial Pipeline suffered a ransomware attack that led to the complete shutdown of its pipeline system for six days. Should multiple of the third party pipelines which supply our Liquefaction Projects suffer similar concurrent attacks, our Liquefaction Projects may not be able to obtain sufficient natural gas to operate at full capacity, or at all.
ITEM 1A. RISK FACTORS The following are some of the important factors that should be considered when investing in us, as such risk factors could adversely affect our business, financial condition, results of operation or cash flows or have other adverse impacts, and could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements.
RISK FACTORS The following are some of the important factors that should be considered when investing in us, as such risk factors could adversely affect our business, financial condition, results of operation or cash flows or have other adverse impacts, and could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements.
Cyber attacks on businesses have escalated in recent years, including as a result of geopolitical tensions, and use of the internet, cloud services, mobile communication systems and other public networks exposes our business and that of other third parties with whom we do business to potential cyber attacks, including third party pipelines which supply natural gas to our Liquefaction Facilities.
Cyber attacks on businesses have escalated in recent years, including as a result of geopolitical tensions, and use of the internet, cloud services, mobile communication systems and other public networks exposes our business and that of other third parties with whom we do business to potential cyber attacks, including third party pipelines which supply natural gas to our Liquefaction Projects.
Our future results and liquidity are substantially dependent upon performance by our customers to make payments under long-term contracts. As of December 31, 2023, we had SPAs with initial terms of 10 or more years with a total of 29 different third party customers.
Our future results and liquidity are substantially dependent upon performance by our customers to make payments under long-term contracts. As of December 31, 2024, we had SPAs with initial terms of 10 or more years with a total of 29 different third party customers.
In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminals, docks and pipelines, including FERC, PHMSA, EPA and the United States Coast Guard, to issue regulatory enforcement actions, which may restrict or limit operations or increase compliance or operating costs.
In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminals, marine berths and pipelines, including FERC, PHMSA, EPA and the United States Coast Guard, to issue regulatory enforcement actions, which may restrict or limit operations or increase compliance or operating costs.
Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors: • competitive liquefaction capacity in North America; • insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide; • insufficient LNG tanker capacity; • weather conditions, including temperature volatility resulting from climate change, and extreme weather events may lead to unexpected distortion in the balance of international LNG supply and demand; • reduced demand and lower prices for natural gas; • increased natural gas production deliverable by pipelines, which could suppress demand for LNG; • decreased oil and natural gas exploration activities which may decrease the production of natural gas, including as a result of any potential ban on production of natural gas through hydraulic fracturing; 23 • cost improvements that allow competitors to provide natural gas liquefaction capabilities at reduced prices; • changes in supplies of, and prices for, alternative energy sources which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG and/or natural gas; • political conditions in customer regions; • sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events; • adverse relative demand for LNG compared to other markets, which may decrease LNG imports from North America; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors: • competitive liquefaction capacity in North America; • insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide; • insufficient LNG tanker capacity; • weather conditions, including temperature volatility resulting from climate change, and extreme weather events may lead to unexpected distortion in the balance of international LNG supply and demand; • reduced demand and lower prices for natural gas; • increased natural gas production deliverable by pipelines, which could suppress demand for LNG; • decreased oil and natural gas exploration activities which may decrease the production of natural gas, including as a result of any potential ban on production of natural gas through hydraulic fracturing; 24 T able of Contents • cost improvements that allow competitors to provide natural gas liquefaction capabilities at reduced prices; • changes in supplies of, and prices for, alternative energy sources which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding exported LNG, natural gas or alternative energy sources, which may reduce the demand for exported LNG and/or natural gas; • political conditions in customer regions; • sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events; • adverse relative demand for LNG compared to other markets, which may decrease LNG exports from North America; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Total expenditures related to environmental and similar laws and governmental regulations, including capital expenditures, were immaterial to our Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021.
Total expenditures related to environmental and similar laws and governmental regulations, including capital expenditures, were immaterial to our Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022.
SPL, CQP, CCH and Cheniere operate with independent capital structures as further detailed in Note 11—Debt of our Notes to Consolidated Financial Statements.
SPL, CQP, CCH and Cheniere operate with independent capital structures as further detailed in Note 10—Debt of our Notes to Consolidated Financial Statements.
Our ability to fund our capital expenditures and refinance our indebtedness will depend on our ability to access additional project financing as well as the debt and equity capital markets.
Our ability to fund our capital expenditures and refinance our indebtedness may depend on our ability to access additional project financing as well as the debt and equity capital markets.
For certain of these instruments, in the absence of actively quoted market prices and pricing information from external sources, the value of these financial instruments involves management’s judgment or use of estimates. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.
For 19 T able of Contents certain of these instruments, in the absence of actively quoted market prices and pricing information from external sources, the value of these financial instruments involves management’s judgment or use of estimates. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.
However, we may not be able to purchase or receive physical delivery of natural gas as a result of various factors, including non-delivery or untimely delivery by our suppliers, depletion of natural gas reserves within regional basins and disruptions to pipeline operations as described in the risk factor Disruptions to the third party supply of natural gas to our pipelines and facilities could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
However, we may not be able to purchase or receive physical delivery of natural gas as a result of various factors, including composition changes in the quality of feed gas received from third parties, non-delivery or untimely delivery by our suppliers, depletion of natural gas reserves within regional basins and disruptions to pipeline operations as described in the risk factor Disruptions to the third party supply of natural gas to our pipelines and facilities could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Any significant impediment to the ability to continue to secure long term commercial contracts or deliver LNG from the United States could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 24 We face competition based upon the international market price for LNG.
Any significant impediment to the ability to continue to secure long term commercial contracts or deliver LNG from the United States could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 25 T able of Contents We face competition based upon the international market price for LNG.
We are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions.
In the United States, we are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions.
It is not possible at this time to predict how future regulations or legislation may address GHG emissions and impact our business. 27 On February 28, 2022, the EPA removed a stay of formaldehyde standards in the NESHAP Subpart YYYY for stationary combustion turbines located at major sources of HAP emissions.
It is not possible at this time to predict how future regulations or legislation may address GHG emissions and impact our business. 28 T able of Contents In 2022, the EPA removed a stay of formaldehyde standards in the NESHAP Subpart YYYY for stationary combustion turbines located at major sources of HAP emissions.
In addition, our operations and the facilities and vessels of third parties on which our operations are dependent face possible risks associated with acts of aggression or terrorism. 21 We do not, nor do we intend to, maintain insurance against all of these risks and losses.
In addition, our operations and the facilities and vessels of third parties on which our operations are dependent face possible risks associated with acts of aggression or terrorism. 22 T able of Contents We do not, nor do we intend to, maintain insurance against all of these risks and losses.
In addition, we are also subject to increased competition for skilled workers from new entrants to the LNG market. Any increase in our operating costs could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 25 We depend on our executive officers for various activities.
In addition, we are also subject to increased competition for skilled workers from new entrants to the LNG market. Any increase in our operating costs could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 26 T able of Contents We depend on our executive officers for various activities.
Any impediment could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 26 Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation. If we fail to comply with such regulation, we could be subject to substantial penalties and fines.
Any impediment could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 27 T able of Contents Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation. If we fail to comply with such regulation, we could be subject to substantial penalties and fines.
The construction and delivery of LNG vessels require significant capital and long construction lead times, and we may execute charters several years before the lease arrangements commence. 22 Although we actively manage our vessel requirements in response to the market and our customer contracts, the availability of LNG vessels and transportation costs could be impacted to the detriment of our business and our customers because of: • an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards; • shortages of or delays in the receipt of necessary construction materials; • political or economic disturbances; • acts of war or piracy; • changes in governmental regulations or maritime self-regulatory organizations; • work stoppages or other labor disturbances; • bankruptcy or other financial crisis of shipbuilders or shipowners; • quality or engineering problems; • disruptions to maritime transportation routes, such as the recent security situation in the Gulf of Aden and congestion at the Panama Canal resulting from decreased water levels caused by prolonged drought conditions; and • weather interference or a catastrophic event, such as a major earthquake, tsunami or fire.
The construction and delivery of LNG vessels require significant capital and long construction lead times, and we may execute charters several years before the lease arrangements commence. 23 T able of Contents Although we actively manage our vessel requirements in response to the market and our customer contracts, the availability of LNG vessels and transportation costs could be impacted to the detriment of our business and our customers because of: • an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards; • shortages of or delays in the receipt of necessary construction materials; • political or economic disturbances; • acts of war or piracy; • changes in governmental regulations or maritime self-regulatory organizations; • work stoppages or other labor disturbances; • bankruptcy or other financial crisis of shipbuilders or shipowners; • quality or engineering problems; • disruptions to maritime transportation routes, such as the security situation in the Gulf of Aden and congestion at the Panama Canal; and • weather interference or a catastrophic event, such as a major earthquake, tsunami or fire.
As described in Market Factors and Competition , we have contracted through our SPAs and IPM agreements approximately 95% of the total anticipated production from 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.
Business and Properties, we have contracted through our SPAs and IPM agreements approximately 95% of the total anticipated production from 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.
For example, SPL is restricted from making distributions under agreements governing its indebtedness generally unless, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a debt service coverage ratio of 1.25:1.00 is satisfied.
For example, CCH and SPL are restricted from making distributions under agreements governing their indebtedness generally unless, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical and projected debt service coverage ratio of 1.25:1.00 is satisfied.
Significant increases in the cost of a liquefaction project beyond the amounts that we estimate could impact the commercial viability of the project as well as require us to obtain additional sources of financing to fund our operations until the applicable liquefaction project is fully constructed (which could cause further delays), thereby negatively impacting our business and limiting our growth prospects.
Significant increases in the cost of a liquefaction project or significant construction delays could impact the commercial viability of the project as well as require us to obtain additional sources of financing to fund our operations until the applicable liquefaction project is fully constructed (which could cause further delays), thereby negatively impacting our business and limiting our growth prospects.
However, due to the size and duration of construction of an LNG facility, the actual construction costs may be significantly higher than our current estimates as a result of many factors, including but not limited to changes in scope, the ability of Bechtel Energy Inc.
However, due to the size and duration of construction of an LNG facility, the actual construction costs may be significantly higher than our current estimates as a result of many factors, including but not limited to changes in scope and the ability of Bechtel Energy Inc. ( “Bechtel” ) and our other contractors to execute successfully under their agreements.
Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Projects in certain markets. The cost of LNG supplies from the United States, including the Liquefaction Projects, may also be impacted by an increase in natural gas prices in the United States.
Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Projects in certain markets. The cost of LNG supplies from the United States, including the Liquefaction Projects, may also be impacted by an increase in natural gas prices in the United States. As described in General in Items 1. and 2.
As described in Market Factors and Competition , it is expected that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to alternative fossil fuel energy sources such as oil and coal.
Business and Properties, it is expected that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to alternative fossil fuel energy sources such as oil and coal.
In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract.
In addition, our liquidity may be adversely impacted by the cash margin requirements of the respective commodity exchanges or over-the-counter arrangements, or the failure of a counterparty to perform in accordance with a contract.
Risks Relating to Our Financial Matters An inability to source capital to supplement our available cash resources and existing credit facilities could cause us to have inadequate liquidity and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Risks Relating to Our Financial Matters An inability to source capital to supplement our available cash resources and existing credit facilities could cause us to have inadequate liquidity and could materially and adversely affect us.
Further, the IRA includes a charge on methane emissions above certain emissions thresholds employing empirical emissions data that will apply to our facilities beginning in calendar year 2024. In January 2024, the EPA issued a proposed rule to impose and collect methane emissions charges authorized under the IRA.
Further, the IRA includes a charge on methane emissions above certain emissions thresholds employing empirical emissions data that applied to our facilities beginning in calendar year 2024. On November 12, 2024, the EPA finalized a rule to impose and collect methane emissions charges authorized under the IRA.
As of December 31, 2023, we had, on a consolidated basis, $4.1 billion of cash and cash equivalents (of which $575 million was held by CQP), $459 million of restricted cash and cash equivalents (of which $56 million was held by CQP), a total of $7.6 billion of available commitments under our credit facilities and $23.9 billion of total debt outstanding (before unamortized discount and debt issuance costs).
As of December 31, 2024, we had, on a consolidated basis, $2.6 billion of cash and cash equivalents (of which $270 million was held by CQP), $552 million of restricted cash and cash equivalents (of which $109 million was held by CQP), a total of $7.7 billion of available commitments under our credit facilities and $23.1 billion of total debt outstanding (before unamortized discount and debt issuance costs).
There may be impediments to the transport of LNG, such as shortages of LNG vessels worldwide or operational impacts on LNG shipping, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
There may be impediments to the transport of LNG, such as shortages of LNG vessels worldwide or operational impacts on LNG shipping, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. We sell a significant amount of our LNG under DAT terms requiring delivery to international destinations.
Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction facilities in the United States.
Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction facilities in the United States. As described in Market Factors and Competition in Items 1. and 2.
In addition, tax rates in the various jurisdictions in which we operate may change significantly due to political or economic factors beyond our control. We continuously monitor and assess proposed tax legislation that could negatively impact our business.
In addition, tax rates in the various jurisdictions in which we operate may change significantly due to political or economic factors beyond our control. We continuously monitor and assess proposed tax legislation that could negatively impact our business. We became subject to the 15% CAMT in 2024. On September 12, 2024, the U.S.
We are dependent upon the available labor pool of skilled employees. We compete with other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our facilities and pipelines and to provide our customers with the highest quality service.
We compete with other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our facilities and pipelines and to provide our customers with the highest quality service.
A cyber attack involving our business or operational control systems or related infrastructure, or that of third party pipelines with which we do business, could negatively impact our operations, result in data security breaches, impede the processing of transactions, or delay financial or compliance reporting.
A cyber attack involving our business or operational control systems or related infrastructure, or that of third parties pipelines with whom we do business, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
While historically we have not incurred significant or prolonged disruptions to our natural gas supply that have resulted in a material adverse impact to our operations, due to the criticality of natural gas supply to our production of LNG, our failure to purchase or receive physical delivery of sufficient quantities of natural gas under circumstances where we may not be protected could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 20 Our ability to complete development and/or construction of additional Trains, including the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, will be contingent on our ability to obtain additional funding.
While historically we have not incurred significant or prolonged disruptions to our natural gas supply that have resulted in a material adverse impact to our operations, due to the criticality of natural gas supply to our production of LNG, our failure to purchase or receive physical delivery of sufficient quantities of 21 T able of Contents natural gas under circumstances where we may not be protected could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
A cyber attack involving our business, operational control systems or related infrastructure, or that of third party pipelines which supply the Liquefaction Facilities, could negatively impact our operations, result in data security breaches, impede the processing of transactions or delay financial or compliance reporting.
A cyber attack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Projects, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
We rely on control systems, technologies and networks to run our business and to control and manage our trading, marketing, pipeline, liquefaction and shipping operations.
The pipeline and LNG industries are increasingly dependent on business and operational control technologies to conduct daily operations. We rely on control systems, technologies and networks to run our business and to control and manage our trading, marketing, pipeline, liquefaction and shipping operations.
These impacts could materially and adversely affect our business, contracts, financial condition, operating results, cash flow and liquidity. We may experience increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel could adversely affect us. In addition, changes in our senior management or other key personnel could affect our business results.
We may experience increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel could adversely affect us. In addition, changes in our senior management or other key personnel could affect our business results. We are dependent upon the available labor pool of skilled employees.
The extent of our derivative position at any given time depends on our assessments of the markets for these commodities and related exposures. We currently account for our derivatives at fair value, with immediate recognition of changes in the fair value in earnings, as described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
We currently account for our derivatives at fair value, with immediate recognition of changes in the fair value in earnings, as described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, our net income for the year ended December 31, 2022 included $5.7 billion of losses resulting from changes in the fair values of our derivatives, of which substantially all of such losses were related to commodity derivative instruments indexed to international LNG prices, mainly our IPM agreements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, our net income for the years ended December 31, 2024 and 2023 included $1.3 billion and $8.0 billion of gains, respectively, resulting from changes in the fair values of our derivatives (before tax and the impact of non-controlling interests), substantially all of which were related to commodity derivative instruments indexed to international LNG prices, mainly our IPM agreements.
Our share repurchase program does not obligate us to acquire a specific number of shares during any period, and our decision to commence, discontinue or resume repurchases in any period will depend on the same factors that our Board may consider when declaring dividends, among others.
Our share repurchase program does not obligate us to acquire a specific number of shares during any period, and our decision to commence, discontinue or resume repurchases in any period will depend on the same factors that our Board may consider when declaring dividends, among others. 20 T able of Contents Any downward revision in the amount of dividends we pay to stockholders or the number of shares we purchase under our share repurchase program could have an adverse effect on the market price of our common stock.
Business and Properties , we are currently developing the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project. The commercial development of an LNG facility takes a number of years and requires a substantial capital investment that is dependent on sufficient funding and commercial interest, among other factors.
The commercial development of an LNG facility takes a number of years and requires a substantial capital investment that is dependent on sufficient funding and commercial interest, among other factors.
We sell a significant amount of our LNG under delivered at terminal ( “DAT” ) terms requiring delivery to international destinations. To fulfill our transportation requirements under these arrangements, including those under long term SPAs, we depend on the ability to secure chartered vessels often through long term lease arrangements.
To fulfill our transportation requirements under these arrangements, including those under long term SPAs, we depend on the ability to secure chartered vessels often through long term lease arrangements.
While the COVID-19 pandemic, including subsequent variants, had no adverse impact on our on-going operations, the risk of future variants and other infectious diseases is unknown.
While the COVID-19 pandemic, including subsequent variants, had no adverse impact on our on-going operations, the risk of future variants and other infectious diseases is unknown and the outbreak of a more potent variant or another infectious disease in the future at one or more of our facilities could adversely affect our operations or business.
Additionally, our SPAs generally provide that the customer may terminate that SPA if the relevant Train does not timely commence commercial operations. As a result, any significant construction delay, whatever the cause, could have a material adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
As a result, any significant construction delay, whatever the cause, could have a material adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
While substantially all of our long-term third party customer arrangements are executed with a creditworthy parent company or secured by a parent company guarantee or other form of collateral, we are nonetheless exposed to credit risk in the event of a customer default that requires us to seek recourse. 17 Additionally, our long-term SPAs entitle the customer to terminate their contractual obligations upon the occurrence of certain events which include, but are not limited to: (1) if we fail to make available specified scheduled cargo quantities; (2) delays in the commencement of commercial operations; and (3) under the majority of our SPAs, upon the occurrence of certain events of force majeure.
Additionally, our long-term SPAs entitle the customer to terminate their contractual obligations upon the occurrence of certain events which include, but are not limited to: (1) if we fail to make available specified scheduled cargo quantities; (2) delays in the commencement of commercial operations; and (3) under the majority of our SPAs, upon the occurrence of certain events of force majeure.
As construction progresses, we may decide or be forced to submit change orders to our contractor that could result in longer construction periods, higher construction costs or both, including change orders to comply with existing or future environmental or other regulations.
Although our major EPC contracts are fixed price, as construction progresses, we may decide or be forced to submit change orders to our contractor, including change orders to comply with existing or future environmental or other regulations.
Any downward revision in the amount of dividends we pay to stockholders or the number of shares we purchase under our share repurchase program could have an adverse effect on the market price of our common stock. 19 Risks Relating to Our Operations and Industry Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the construction of our Liquefaction Projects, damage to our Liquefaction Projects and increased insurance costs, all of which could adversely affect us.
Risks Relating to Our Operations and Industry Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the construction of our Liquefaction Projects, damage to our Liquefaction Projects and increased insurance costs, all of which could adversely affect us.
As of December 31, 2023 and 2022, we had collateral posted with counterparties by us of $18 million and $134 million, respectively, which are included in margin deposits in our Consolidated Balance Sheets. 18 Restrictions in agreements governing us and our subsidiaries’ indebtedness may prevent us and our subsidiaries from engaging in certain beneficial transactions, which could materially and adversely affect us.
As of December 31, 2024 and 2023, we had collateral posted with counterparties by us of $128 million and $18 million, respectively, which are included in margin deposits in our Consolidated Balance Sheets.
As a result, our business, contracts, financial condition, operating results, cash flow, liquidity and prospects could be materially and adversely affected.
As a result, our business, contracts, financial condition, operating results, cash flow, liquidity and prospects could be materially and adversely affected. We and our subsidiaries may be restricted under the terms of our and their indebtedness from paying dividends or distributions under certain circumstances, which could materially and adversely affect our liquidity.
In May 2023, certain subsidiaries of CQP entered the pre-filing review process with the FERC under the NEPA for the SPL Expansion Project and in March 2023, certain of our subsidiaries submitted an application with the FERC under the NGA for the CCL Midscale Trains 8 & 9 Project.
In March 2023, certain of our subsidiaries submitted an application with the FERC under the NGA for the CCL Midscale Trains 8 & 9 Project, for which a positive Environmental Assessment from the FERC was received in June 2024.
If we are unable to obtain sufficient funding, we may be unable to fully execute our business strategy. We continuously pursue liquefaction expansion opportunities and other projects along the LNG value chain. As described further in Items 1. and 2.
We continuously pursue liquefaction expansion opportunities and other projects along the LNG value chain. As described further in Items 1. and 2. Business and Properties , we are currently developing the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project.
Additionally as of December 31, 2023, $2.1 billion of repurchase authority remained under our share repurchase program our Board had authorized.
Additionally as of December 31, 2024, $3.9 billion of repurchase authority remained under our share repurchase program our Board had authorized, which was increased in June 2024 by $4.0 billion through 2027.
We do not believe that our operations, or the construction and operations of our liquefaction facilities, will be materially and adversely affected by such regulatory actions.
We do not believe that the construction and operations of our Liquefaction Projects will be materially and adversely affected by such regulatory actions. We are supportive of regulations reducing GHG emissions over time. Since 2009, the EPA has promulgated and finalized multiple GHG emissions regulations related to reporting and reductions of GHG emissions from our facilities.
To date, the DOE has also issued orders under Section 4 of the NGA authorizing SPL, CCL and the Corpus Christi Stage 3 Project to export domestically produced LNG. In January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of LNG to non-FTA countries until the DOE can update the underlying analyses for authorizations.
To date, the DOE has also issued orders under Section 4 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.
We would anticipate seeking non-FTA export authorization from the DOE on the SPL Expansion Project in the future, having entered the pre-filing review process with the FERC in May 2023. 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.
However, approval is first subject to the receipt of regulatory permit approval from the FERC, responsive to our formal applications. 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.
We are subject to various types of tax arising from normal business operations in the jurisdictions in which we operate and transact.
We are subject to various types of tax arising from normal business operations in the jurisdictions in which we operate and transact. Any changes to local, domestic or international tax laws and regulations, or their interpretation and application, including those related to tariffs and duties, could affect our obligations, profitability and cash flows in the future.
We do not believe such a pause will have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, or liquidity.
We do not believe such regulations will have a material adverse effect on our operations, financial condition or results of operations. From time to time, Congress has considered proposed legislation directed at reducing GHG emissions.
Our efforts to manage commodity and financial risks through derivative instruments, including our IPM agreements, could adversely affect our earnings reported under GAAP and our liquidity. We use derivative instruments to manage commodity, currency and financial market risks.
Any inability to pay or increase dividends or distributions by us or our subsidiaries as a result of the foregoing restrictions could have a material adverse effect on our liquidity. Our use of derivative instruments, including our IPM agreements, to manage risks could adversely affect our earnings reported under GAAP and our liquidity.
Removed
If any of the lenders in the syndicates backing these facilities was unable to perform on its commitments, we may need to seek replacement financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms.
Added
Item 1A. Risk Factors in this Annual Report on Form 10-K. All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements.
Removed
Our subsidiaries may be restricted under the terms of their indebtedness from making distributions under certain circumstances, which may limit CQP’s ability to pay or increase distributions to us or inhibit our access to cash flows from the CCL Project and could materially and adversely affect us.
Added
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.
Removed
The agreements governing our subsidiaries’ indebtedness restrict payments that our subsidiaries can make to CQP or us in certain events.
Added
The forward-looking statements contained in this annual 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.
Removed
CCH is restricted from making distributions under agreements governing its indebtedness generally unless, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a debt service coverage ratio of 1.25:1.00 is satisfied.
Added
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.
Removed
Our subsidiaries’ inability to pay distributions to CQP or us as a result of the foregoing restrictions in the agreements governing their indebtedness may inhibit CQP’s ability to pay or increase distributions to us and its other unitholders or inhibit our access to cash flows from the CCL Project, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Added
We caution that the forward-looking statements contained in this annual 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.
Removed
( “Bechtel” ) and our other contractors to execute successfully under their agreements, changes in commodity prices (particularly nickel and steel), escalating labor costs and the potential need for additional funds to be expended to maintain construction schedules or comply with existing or future environmental or other regulations.
Added
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 annual report and in the other reports and other information that we file with the SEC.
Removed
These impacts could materially and adversely affect our business, contracts, financial condition, operating results, cash flow and liquidity. The pipeline and LNG industries are increasingly dependent on business and operational control technologies to conduct daily operations.
Added
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors.
Removed
While we believe we can continue to mitigate any significant adverse impact to our employees and operations at our critical facilities related to the virus in its current form, the outbreak of a more potent variant or another infectious disease in the future at one or more of our facilities could adversely affect our operations.
Added
These forward-looking statements speak only 3 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 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. 4 Table of Contents PART I ITEMS 1.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−2 removed12 unchanged
Biggest changeThese individuals collectively provide the strategic oversight of our cybersecurity governance, cyber risk management and security operations and are responsible for maintaining our technology defense posture and program. They have decades of experience managing strategic technology operations, including the identification of cybersecurity risk and the defense of information technology assets from global threats.
Biggest changeGovernance Our cybersecurity leadership team consists of our Director and Chief Information Security Officer, Vice President and Chief Information Officer and Senior Vice President of Shared Services. These individuals collectively provide the strategic oversight of our cybersecurity governance, cyber risk management and security operations and are responsible for maintaining our technology defense posture and program.
Our Board has oversight responsibility for assessing the primary risks facing us (including cybersecurity risks), the relative magnitude of these risks and management’s plan for mitigating these risks, while the Audit Committee has been delegated the authority to oversee and periodically review the security of our information technology systems and controls, including programs and defenses against cybersecurity threats.
Our Board has oversight responsibility for assessing the primary risks facing us (including cybersecurity risks), the relative magnitude of these risks and management’s plan for mitigating these risks, while the Audit Committee has been delegated the authority to oversee and periodically review the security of our information technology systems and controls, including 30 T able of Contents programs and defenses against cybersecurity threats.
For additional information about cybersecurity risks, see the risk A cyber attack involving our business, operational control systems or related infrastructure, or that of third party pipelines which supply the Liquefaction Facilities, could negatively impact our operations, result in data security breaches, impede the processing of transactions or delay financial or compliance reporting under Risks Relating to Our Operations and Industry in Item 1A.Risk Factors.
For additional information about cybersecurity risks, see the risk A cyber attack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Projects, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation under Risks Relating to Our Operations and Industry in Item 1A.Risk Factors.
We also seek to negotiate contractual requirements which compel our service providers to notify us of information security incidents occurring on their systems which may affect our systems or data, including personal information.
We also seek to negotiate contractual requirements which compel our service providers to notify us of information security incidents occurring on their systems which may affect our systems or data, including personal information. During the year ended December 31, 2024, cybersecurity incidents and threats did not materially affect our business, results of operations or financial condition.
He maintains a Certified Information Security Manager certification from ISACA, secret clearance from the Department of Homeland Security and has played an active role in the development of various cybersecurity standards including the CSF. Risks that could affect us are an integral part of our Board and Audit Committee deliberations throughout the year.
They have decades of experience managing strategic technology operations, including the identification of cybersecurity risk and the defense of information technology assets from global threats. Risks that could affect us are an integral part of our Board and Audit Committee deliberations throughout the year.
Removed
During the year ended December 31, 2023, cybersecurity incidents and threats did not materially affect our business, results of operations or financial condition. 29 Governance Our cybersecurity leadership team consists of our Director and Chief Information Security Officer (our “CISO” ), Vice President and Chief Information Officer and Senior Vice President of Shared Services.
Added
As part of their governance and risk management responsibilities, these individuals oversee the efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents, including the systems deployed in our technology infrastructure to monitor for threats, perform security control testing and assessments, and incorporate threat intelligence into our day-to-day cybersecurity operations and strategic initiatives.
Removed
Our CISO’s experience includes assessing risks, implementing governance programs, and responding to threats in oil and gas, electric and natural gas utilities and nuclear power generation companies.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−8 removed3 unchanged
Biggest changeWe do not expect that any ultimate penalty will have a material adverse impact on our financial results. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 30 PART II ITEM 5.
Biggest changeWe do not expect that any ultimate penalty will have a material adverse impact on our financial results.
ITEM 3. LEGAL PROCEEDINGS We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters.
ITEM 3. LEGAL PROCEEDINGS We are, and may in the future be, involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters.
Our subsidiaries continue to work with the LDEQ to resolve the matters identified in the 2023 Compliance Order, including the petition pending with the EPA. As of December 2023, our subsidiaries have filed test results with the LDEQ indicating that for the initial compliance period all 44 turbines meet the relevant compliance standard.
Our subsidiaries continue to work with the LDEQ to resolve the matters identified in the 2023 Compliance Order, including the petition pending with the EPA. As of December 2024, our subsidiaries have filed test results with the LDEQ indicating that for the 2024 testing period all 44 turbines meet the relevant compliance standard.
Removed
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information, Holders and Dividend Policy Our common stock has traded on the New York Stock Exchange under the symbol “LNG” since February 5, 2024, and previously traded on the NYSE American or its predecessors under the symbol “LNG” from March 24, 2003 through February 3, 2024.
Removed
As of February 16, 2024, we had approximately 234.7 million shares of common stock outstanding held by 75 record owners. We intend to continue to declare and pay quarterly dividends, with the goal of increasing the dividend over time.
Removed
The declaration of dividends is subject to the discretion of our Board, and will depend on our financial condition and other factors deemed relevant by the Board. See the risk Our ability to declare and pay dividends and repurchase shares is subject to certain considerations under Risks Relating to Our Financial Matters in Item 1A. Risk Factors.
Removed
Purchase of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes stock repurchases for the three months ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as a Part of Publicly Announced Plans Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans (in millions) (1) October 1 - 31, 2023 732,055 $167.95 732,055 $2,357 November 1 - 30, 2023 634,274 $174.28 634,274 $2,247 December 1 - 31, 2023 607,966 $173.21 607,966 $2,141 Total 1,974,295 $171.60 1,974,295 (1) See Note 19—Share Repurchase Programs of our Notes to Consolidated Financial Statements for details on the amount authorized by our Board under our share repurchase programs. 31 Total Stockholder Return The following is a customized peer group consisting of 17 companies (the “Peer Group” ) that were selected because they are publicly traded companies that have comparable Global Industry Classification Standards.
Removed
We also took into consideration those companies that have similar market capitalization, enterprise values and operating characteristics and capital intensity. Peer Group Air Products and Chemicals, Inc. (APD) Marathon Petroleum Corporation (MPC) Baker Hughes Company (BKR) Occidental Petroleum Corporation (OXY) ConocoPhillips (COP) ONEOK, Inc. (OKE) Enterprise Products Partners L.P. (EPD) Phillips 66 (PSX) EOG Resources, Inc. (EOG) Suncor Energy Inc.
Removed
(SU) Halliburton Company (HAL) Targa Resources Corp. (TRGP) Hess Corporation (HES) Valero Energy Corporation (VLO) Kinder Morgan, Inc. (KMI) The Williams Companies, Inc. (WMB) LyondellBasell Industries N.V. (LYB) The following graph compares the five-year total return on our common stock, the S&P 500 Index and our Peer Group.
Removed
The graph was constructed on the assumption that $100 was invested in our common stock, the S&P 500 Index and our Peer Group on December 31, 2018 and that any dividends were fully reinvested.
Removed
December 31, Company / Index 2018 2019 2020 2021 2022 2023 Cheniere Energy, Inc. $ 100.00 $ 103.18 101.42 $ 171.88 $ 256.67 $ 295.20 S&P 500 Index 100.00 131.48 155.65 200.29 163.98 207.04 Peer Group 100.00 122.09 90.09 130.28 193.39 212.27 32 ITEM 6. [Reserved]

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

20 edited+9 added−11 removed10 unchanged
Biggest changeThe proceeds from the borrowings during the year ended December 31, 2022, together with cash on hand, were used to redeem or repurchase $6.8 billion of outstanding indebtedness, entirely associated with redemptions of our outstanding notes or repayment of amounts outstanding under our credit facilities. 47 Table of Contents Debt Redemptions, Repayments and Repurchases The following table shows the redemptions, repayments and repurchases of debt, including intra-year repayments (in millions): Year Ended December 31, 2023 2022 Redemptions, repayments and repurchases of debt SPL: 2024 SPL Senior Notes $ (1,700) $ — 2023 SPL Senior Notes — (1,500) SPL Working Capital Facility — (60) CCH: CCH Credit Facility — (2,169) CCH Working Capital Facility — (250) 7.000% Senior Notes due 2024 (498) (752) 5.625% Senior Notes due 2025 — (9) 5.125% Senior Notes due 2027 (69) (230) 3.700% Senior Notes due 2029 (237) (138) 2.742% Senior Notes due 2039 (94) — 3.788% weighted average Senior Notes rate due 2039 — (88) Cheniere: 2045 Cheniere Convertible Senior Notes — (500) Cheniere Revolving Credit Facility — (575) 4.625% Senior Notes due 2028 — (500) Total redemptions, repayments and repurchases of debt $ (2,598) $ (6,771) Non-Controlling Interest Distributions We own a 48.6% limited partner interest in CQP with the remaining non-controlling limited partner interest held by Blackstone Inc., Brookfield Asset Management Inc. and the public.
Biggest changeWe expect to incur a proportional level of capital expenditures in the upcoming year as construction work progresses on the Corpus Christi Stage 3 Project. 47 Table of Contents Financing Cash Flows The following table summarizes our financing activities (in millions): Year Ended December 31, 2024 2023 Proceeds from issuances of debt $ 2,725 $ 1,397 Redemptions, repayments and repurchases of debt (3,521) (2,598) Distributions to non-controlling interests (846) (1,016) Payments related to tax withholdings for share-based compensation (46) (63) Repurchase of common stock (2,262) (1,473) Dividends to stockholders (412) (393) Other, net (89) (34) Net cash used in financing activities $ (4,451) $ (4,180) Debt Issuances The following table shows our debt issuances (in millions): Year Ended December 31, 2024 2023 Proceeds from issuances of debt Cheniere: 2034 Cheniere Senior Notes $ 1,497 $ — CQP: 2034 CQP Senior Notes 1,198 — 5.950% Senior Notes due 2033 — 1,397 SPL: SPL Revolving Credit Facility 30 — Total proceeds from issuances of debt $ 2,725 $ 1,397 Debt Redemptions, Repayments and Repurchases The following table shows the redemptions, repayments and repurchases of debt, including intra-year repayments (in millions): Year Ended December 31, 2024 2023 Redemptions, repayments and repurchases of debt SPL: 5.750% Senior Secured Notes due 2024 $ (300) $ (1,700) 5.625% Senior Secured Notes due 2025 (1,700) — SPL Revolving Capital Facility (30) — CCH: 7.000% Senior Notes due 2024 — (498) 5.875% Senior Notes due 2025 (1,491) — 5.125% Senior Notes due 2027 — (69) 3.700% Senior Notes due 2029 — (237) 2.742% Senior Notes due 2039 — (94) Total redemptions, repayments and repurchases of debt $ (3,521) $ (2,598) 48 Table of Contents Repurchase of Common Stock During the years ended December 31, 2024 and 2023, we paid $2.3 billion and $1.5 billion to repurchase approximately 13.8 million and 9.5 million shares of our common stock, respectively, under our share repurchase program.
We may recognize changes in fair value through earnings that could be significant to our results of operations if and when such uncertainties are resolved. Additionally, the valuation of certain physical liquefaction supply derivatives requires significant judgment in estimating underlying forward commodity curves due to periods of unobservability or limited liquidity.
We may recognize changes in fair value through earnings that could be significant to our results of operations if and when such uncertainties are resolved. Additionally, the valuation of certain liquefaction supply derivatives requires significant judgment in estimating underlying forward commodity curves due to periods of unobservability or limited liquidity.
Valuation of our physical liquefaction supply derivative contracts is often developed through the use of internal models which includes significant unobservable inputs representing Level 3 fair value measurements as further described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Valuation of our liquefaction supply derivative contracts is often developed through the use of internal models which includes significant unobservable inputs representing Level 3 fair value measurements as further described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Fair Value of Level 3 Physical Liquefaction Supply Derivatives All of our derivative instruments are recorded at fair value, as described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Fair Value of Level 3 Liquefaction Supply Derivatives All of our derivative instruments are recorded at fair value, as described in Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
A further aspect of our capital allocation plan is to lower our long-term leverage target through debt paydown to approximately 4x, which may involve the repayment, redemption or repurchase, on the open market or otherwise, of our indebtedness, including senior notes of SPL, CQP, CCH and Cheniere.
Another aspect of our capital allocation plan is to lower our long-term leverage target through debt paydown to approximately 4x, which may involve the repayment, redemption or repurchase, on the open market or otherwise, of our indebtedness, including senior notes of SPL, CQP, CCH and Cheniere.
Quantitative and Qualitative Disclosures About Market Risk for further analysis of the sensitivity of the fair value of our derivatives to hypothetical changes in underlying prices. 49 Table of Contents Recent Accounting Standards For a summary of recently issued accounting standards, see Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for further analysis of the sensitivity of the fair value of our derivatives to hypothetical changes in underlying prices. Recent Accounting Standards For a summary of recently issued accounting standards, see Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Changes in facts and circumstances or additional information may result in revised 48 Table of Contents estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve significant judgment.
Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve significant judgment.
Such valuations are more susceptible to variability particularly when markets are volatile. Provided below are the changes in fair value from valuation of instruments valued through the use of internal models which incorporate significant unobservable inputs for the years ended December 31, 2023 and 2022 (in millions), which entirely consisted of physical liquefaction supply derivatives.
Such valuations are more susceptible to variability particularly when markets are volatile. Provided below are the changes in fair value from valuation of instruments valued through the use of internal models which incorporate significant unobservable inputs for the years ended 49 Table of Contents December 31, 2024 and 2023 (in millions), which entirely consisted of liquefaction supply derivatives.
Year Ended December 31, 2023 2022 Favorable (unfavorable) changes in fair value relating to instruments still held at the end of the period $ 5,700 $ (6,493) The changes in fair value on instruments held at the end of both years are primarily attributed to a significant variance in the estimated and observable forward international LNG commodity prices on our IPM agreements during the years ended December 31, 2023 and 2022.
Year Ended December 31, 2024 2023 Favorable changes in fair value relating to instruments still held at the end of the period $ 738 $ 5,700 The changes in fair value on instruments held at the end of both years are primarily attributed to a significant variance in the estimated and observable forward international LNG commodity prices on our IPM agreements in effect during the years ended December 31, 2024 and 2023.
The timing and amount of any paydown of our indebtedness will be determined by management based on market conditions and other factors. During the year ended December 31, 2023, we used $1.2 billion of available cash to reduce our outstanding indebtedness, all of which was pursuant to our capital allocation plan.
The timing and amount of any paydown of our indebtedness will be determined by management based on market conditions and other factors. During the year ended December 31, 2024, we used $800 million of available cash to reduce our outstanding indebtedness, all of which was pursuant to our capital allocation plan.
Financially Disciplined Growth To the extent that liquefaction capacity at the Corpus Christi LNG Terminal and the Sabine Pass LNG Terminal is expanded beyond the Liquefaction Projects, such as the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, we expect that additional financing would be used to fund construction of the expansion.
Financially Disciplined Growth To the extent that liquefaction capacity at the Corpus Christi LNG Terminal and the Sabine Pass LNG Terminal is expanded beyond the Liquefaction Projects, such as the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, we expect that additional financing would be used to fund construction of the expansion. 46 Table of Contents 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 estimated fair value of level 3 derivatives recognized in our Consolidated Balance Sheets as of December 31, 2023 and 2022 amounted to a liability of $2.2 billion and $9.9 billion, respectively, consisting entirely of physical liquefaction supply derivatives.
The estimated fair value of level 3 derivatives recognized in our Consolidated Balance Sheets as of December 31, 2024 and 2023 amounted to a liability of $801 million and $2.2 billion, respectively.
The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a material change in the estimated fair value could occur in the near future, particularly as it relates to commodity prices given the level of volatility in the current year. See Item 7A.
The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a material change in the estimated fair value could occur in the near future, particularly as it relates to commodity prices impacting the valuation of our liquefaction supply derivatives, given the level of volatility to which such prices are subjected.
On January 26, 2024, we declared a quarterly dividend of $0.435 per share of common stock that is payable on February 23, 2024 to stockholders of record as of the close of business on February 6, 2024.
On January 28, 2025, we declared a quarterly dividend of $0.50 per share of common stock that is payable on February 21, 2025 to stockholders of record as of the close of business on February 7, 2025.
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.
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.
As of December 31, 2023, we had approximately $2.1 billion remaining under our share repurchase program. Cash Dividends to Stockholders During the year ended December 31, 2023, we paid aggregate dividends of $1.62 per share of common stock, for a total of $393 million.
Cash Dividends to Stockholders We paid aggregate dividends of $1.805 per share of common stock for a total of $412 million during the year ended December 31, 2024 and $1.62 per share of common stock for a total of $393 million during the year ended December 31, 2023.
Year Ended December 31, 2023 2022 Net cash provided by operating activities $ 8,418 $ 10,523 Net cash used in investing activities (2,202) (1,844) Net cash used in financing activities (4,180) (8,014) Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents 2 5 Net increase in cash, cash equivalents and restricted cash and cash equivalents $ 2,038 $ 670 46 Table of Contents Operating Cash Flows The $2.1 billion decrease between the periods was primarily related to lower cash receipts from the sale of LNG cargoes due to lower pricing per MMBtu as a result of decreased pricing and a reduction of volumes sold under short-term agreements, as well as a decrease in regasification revenues.
Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 5,394 $ 8,418 Net cash used in investing activities (2,279) (2,202) Net cash used in financing activities (4,451) (4,180) Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents 1 2 Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents $ (1,335) $ 2,038 Operating Cash Flows The $3.0 billion decrease between the periods was primarily related to lower cash receipts from the sale of LNG cargoes due to a reduction in both pricing per MMBtu and volumes sold under short-term agreements, although this exposed us less to declining international LNG and gas prices in the current year as a higher proportion of our LNG was sold under long-term agreements.
The capital allocation plan also includes a targeted annual dividend growth rate of approximately 10% through Corpus Christi Stage 3 Project construction. On January 26, 2024, we declared a quarterly dividend of $0.435 per share of common stock that is payable on February 23, 2024 to stockholders of record as of the close of business on February 6, 2024.
On January 28, 2025, we declared a quarterly dividend of $0.50 per share of common stock that is payable on February 21, 2025 to stockholders of record as of the close of business on February 7, 2025.
Investing Cash Flows Our investing net cash outflows in both years primarily were for the construction costs for the Liquefaction Projects.
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 $1.5 billion during both the years ended December 31, 2024 and 2023, as well as for optimization and other site improvement projects.
A discussion of our revenues, including LNG and regasification revenues, can be found in Note 13—Revenues of our Notes to Consolidated Financial Statements. The decrease was partially offset by lower cash outflows for natural gas feedstock, mostly due to lower U.S. natural gas prices.
The decrease was partially offset by lower cash outflows for natural gas feedstock, largely due to the decline and sustained moderation of global LNG and gas prices as well as lower U.S. natural gas prices during the year ended December 31, 2024 as compared to December 31, 2023. We became subject to the 15% CAMT in 2024.
Removed
Additional discussion of these items follows the table.
Added
The updated capital allocation plan also included a plan to increase our quarterly dividend by approximately 15% to $2.00 per common share on an annualized basis, which commenced with the dividend pertaining to the third quarter of 2024.
Removed
As described in Future Sources and Uses of Liquidity , our future operating cash flows will be impacted by CAMT, which may result in greater volatility in our cash tax payments, including potentially higher cash payments in the near-term relative to the year ended December 31, 2023. See Future Sources and Uses of Liquidity for additional discussion.
Added
For the period ended December 31, 2024, our CAMT liability exceeded our regular tax liability by $383 million which created a CAMT credit carryforward with indefinite life.
Removed
The $358 million increase in 2023 compared to 2022 was primarily due to $1.5 billion of cash outflows during the year ended December 31, 2023 related to construction of the Corpus Christi Stage 3 Project following our issuance of full notice to proceed to Bechtel in June 2022 compared to $880 million in the comparable period of 2022, partially offset by a decrease in spend due to the completion of Train 6 of the SPL Project in February 2022.
Added
Our CAMT liability exceeded our regular tax liability in 2024 primarily because we used approximately $2.8 billion of our NOL carryover from 2019 to offset our regular taxable income; however, such NOL carryover does not factor into our CAMT computation resulting in a higher CAMT tax base.
Removed
We expect to incur a similar level of capital expenditures in the upcoming year as construction work progresses on the Corpus Christi Stage 3 Project.
Added
We may continue to owe CAMT in future periods until the time our existing NOL carryovers are fully exhausted. Additionally, any final regulatory guidance related to the CAMT issued in the future could significantly affect the timing and amount of our CAMT obligations.
Removed
During the year ended December 31, 2023, we also made investments in infrastructure expected to support the development, construction and operations of the Corpus Christi Stage 3 Project, including an investment in pipeline capacity for natural gas feedstock.
Added
During 2024, the IRS issued Notice 2024-66 which extended the due date of our CAMT estimated payments to April 15, 2025. As a result, the majority of our current tax expense incurred for the year ended December 31, 2024 will be paid in 2025.
Removed
Also during the year ended December 31, 2023, we acquired an existing power generation facility located near Corpus Christi, Texas to mitigate power price risk associated with our anticipated increased power load at the Corpus Christi LNG Terminal.
Added
Additionally, 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.
Removed
Financing Cash Flows The following table summarizes our financing activities (in millions): Year Ended December 31, 2023 2022 Proceeds from issuances of debt $ 1,397 $ 1,575 Redemptions, repayments and repurchases of debt (2,598) (6,771) Distributions to non-controlling interest (1,016) (947) Repurchase of common stock (1,473) (1,373) Dividends to stockholders (393) (349) Other, net (97) (149) Net cash used in financing activities $ (4,180) $ (8,014) Debt Issuances During the year ended December 31, 2023, CQP issued an aggregate principal amount of $1.4 billion of 2033 CQP Senior Notes, the proceeds of which were used, together with cash on hand, to redeem $1.4 billion of the 2024 SPL Senior Notes.
Added
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.
Removed
Additionally, during the year ended December 31, 2023, SPL purchased $200 million of the 2024 SPL Senior Notes in the open market and redeemed an additional $100 million of the 2024 SPL Senior Notes. As of December 31, 2023, the only bonds maturing in 2024 are the remaining $300 million outstanding of the 2024 SPL Senior Notes.
Added
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.
Removed
During the year ended December 31, 2022, SPL issued $430 million of 5.900% Senior Secured Amortizing Notes due 2037 and $70 million of 2037 SPL Private Placement Senior Secured Notes, and we had total borrowings of $1.1 billion under our credit facilities.
Added
As of December 31, 2024, we had approximately $3.9 billion remaining under our share repurchase program.
Removed
Distributions of $1.0 billion and $947 million were paid during the years ended December 31, 2023 and 2022, respectively, to non-controlling interests. Repurchase of Common Stock During the years ended December 31, 2023 and 2022, we paid $1.5 billion and $1.4 billion to repurchase 9.5 million and 9.4 million shares of our common stock, respectively, under our share repurchase program.
Removed
We paid aggregate dividends of $1.385 per share of common stock, for a total of $349 million during the year ended December 31, 2022.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+35 added−58 removed16 unchanged
Biggest changeResults of Operations Consolidated results of operations Year Ended December 31, (in millions, except per share data) 2023 2022 Variance Revenues LNG revenues $ 19,569 $ 31,804 $ (12,235) Regasification revenues 135 1,068 (933) Other revenues 690 556 134 Total revenues 20,394 33,428 (13,034) Operating costs and expenses Cost of sales (excluding items shown separately below) 1,356 25,632 (24,276) Operating and maintenance expense 1,835 1,681 154 Selling, general and administrative expense 474 416 58 Depreciation and amortization expense 1,196 1,119 77 Other 44 21 23 Total operating costs and expenses 4,905 28,869 (23,964) Income from operations 15,489 4,559 10,930 Other income (expense) Interest expense, net of capitalized interest (1,141) (1,406) 265 Gain (loss) on modification or extinguishment of debt 15 (66) 81 Interest and dividend income 211 57 154 Other income (expense), net 4 (50) 54 Total other expense (911) (1,465) 554 Income before income taxes and non-controlling interest 14,578 3,094 11,484 Less: income tax provision 2,519 459 2,060 Net income 12,059 2,635 9,424 Less: net income attributable to non-controlling interest 2,178 1,207 971 Net income attributable to common stockholders $ 9,881 $ 1,428 $ 8,453 Net income per share attributable to common stockholders—basic $ 40.99 $ 5.69 $ 35.30 Net income per share attributable to common stockholders—diluted $ 40.72 $ 5.64 $ 35.08 36 Table of Contents Volumes loaded and recognized from the Liquefaction Projects Year Ended December 31, (in TBtu) 2023 2022 Variance Volumes loaded during the current period 2,299 2,295 4 Volumes loaded during the prior period but recognized during the current period 56 49 7 Less: volumes loaded during the current period and in transit at the end of the period (37) (56) 19 Total volumes recognized in the current period 2,318 2,288 30 Components of LNG revenues and corresponding LNG volumes delivered Year Ended December 31, 2023 2022 Variance LNG revenues (in millions) : LNG from the Liquefaction Projects sold under third party long-term agreements (1) $ 12,820 $ 20,702 $ (7,882) LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 6,028 10,169 (4,141) LNG procured from third parties 359 760 (401) Net derivative gains (losses) 110 (328) 438 Other revenues 252 501 (249) Total LNG revenues $ 19,569 $ 31,804 $ (12,235) Volumes delivered as LNG revenues (in TBtu) : LNG from the Liquefaction Projects sold under third party long-term agreements (1) 2,034 1,926 108 LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 284 362 (78) LNG procured from third parties 35 29 6 Total volumes delivered as LNG revenues 2,353 2,317 36 (1) Long-term agreements include agreements with an initial tenor of 12 months or more.
Biggest changeThis, along with the expiry of the gas transit agreement between Russia and Ukraine on December 31, 2024, is likely to increase the call on LNG imports in the coming months in order to replenish European gas storage facilities to 90% capacity by November 1, as required by the EU each year. 36 Table of Contents Results of Operations Consolidated results of operations Year Ended December 31, (in millions, except per share data) 2024 2023 Variance Revenues LNG revenues $ 14,899 $ 19,569 $ (4,670) Regasification revenues 135 135 — Other revenues 669 690 (21) Total revenues 15,703 20,394 (4,691) Operating costs and expenses Cost of sales (excluding items shown separately below) 6,021 1,356 4,665 Operating and maintenance expense 1,857 1,835 22 Selling, general and administrative expense 441 474 (33) Depreciation, amortization and accretion expense 1,220 1,196 24 Other operating costs and expenses 36 44 (8) Total operating costs and expenses 9,575 4,905 4,670 Income from operations 6,128 15,489 (9,361) Other income (expense) Interest expense, net of capitalized interest (1,010) (1,141) 131 Gain (loss) on modification or extinguishment of debt (9) 15 (24) Interest and dividend income 189 211 (22) Other income (expense), net 5 4 1 Total other expense (825) (911) 86 Income before income taxes and non-controlling interests 5,303 14,578 (9,275) Less: income tax provision 811 2,519 (1,708) Net income 4,492 12,059 (7,567) Less: net income attributable to non-controlling interests 1,240 2,178 (938) Net income attributable to Cheniere $ 3,252 $ 9,881 $ (6,629) Net income per share attributable to Cheniere—basic $ 14.24 $ 40.99 $ (26.75) Net income per share attributable to Cheniere—diluted $ 14.20 $ 40.72 $ (26.52) Volumes loaded and recognized from the Liquefaction Projects Year Ended December 31, (in TBtu) 2024 2023 Variance Volumes loaded during the current period 2,327 2,299 28 Volumes loaded during the prior period but recognized during the current period 37 56 (19) Less: volumes loaded during the current period and in transit at the end of the period (39) (37) (2) Total volumes recognized in the current period 2,325 2,318 7 37 Table of Contents Components of LNG revenues and corresponding LNG volumes delivered Year Ended December 31, 2024 2023 Variance LNG revenues (in millions) : LNG from the Liquefaction Projects sold under third party long-term agreements (1) $ 12,144 $ 12,820 $ (676) LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 2,345 6,028 (3,683) LNG procured from third parties 280 359 (79) Net derivative gain (loss) (73) 110 (183) Other revenues 203 252 (49) Total LNG revenues $ 14,899 $ 19,569 $ (4,670) Volumes delivered as LNG revenues (in TBtu) : LNG from the Liquefaction Projects sold under third party long-term agreements (1) 2,118 2,034 84 LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements 207 284 (77) LNG procured from third parties 24 35 (11) Total volumes delivered as LNG revenues 2,349 2,353 (4) (1) Long-term agreements include agreements with an initial tenor of 12 months or more.
The future capital expenditures included in the table above primarily consist of fixed costs under the Bechtel EPC contract for the Corpus Christi Stage 3 Project, in which Bechtel charges a lump sum and generally bears project cost, schedule and performance risks unless certain specified events occurred, in which case Bechtel causes us to enter into a change order, or we agree with Bechtel to a change order.
The future capital expenditures included in the table above primarily consist of fixed costs under the lump sum Bechtel EPC contract for the Corpus Christi Stage 3 Project, in which Bechtel charges a lump sum and generally bears project cost, schedule and performance risks unless certain specified events occur, in which case Bechtel causes us to enter into a change order, or we agree with Bechtel to a change order.
For commodity derivative instruments related to our IPM agreements, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction.
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.
(3) LNG revenues (variable fees) reflect the assumption of delivery of all contractual volumes, irrespective of any contractual right of non-delivery. LNG revenues (variable fees) are based on estimated forward prices and basis spreads as of December 31, 2023.
(3) LNG revenues (variable fees) reflect the assumption of delivery of all contractual volumes, irrespective of any contractual right of non-delivery. LNG revenues (variable fees) are based on estimated forward prices and basis spreads as of December 31, 2024.
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).
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.
Under the SPAs, the customers purchase LNG on either an FOB basis (delivered to the customer at the Sabine Pass LNG Terminal or the Corpus Christi LNG Terminal, as applicable) or a DAT basis (delivered to the customer at their specified LNG receiving terminal) generally for a price consisting of a fixed fee per MMBtu of LNG (a 41 Table of Contents portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub.
Under our SPAs, customers purchase LNG on either an FOB basis (delivered to the customer at the Sabine Pass LNG Terminal or the Corpus Christi LNG Terminal, as applicable) or a DAT basis (delivered to the customer at their specified LNG receiving terminal) generally for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub.
Through our SPAs and IPM agreements, we have contracted approximately 95% of the total anticipated production from the Liquefaction Projects through the mid-2030s with approximately 16 years of weighted average remaining life as of December 31, 2023, 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.
Through our SPAs and IPM agreements currently in effect, with approximately 15 years of weighted average remaining life as of December 31, 2024, we have contracted approximately 95% of the total anticipated production from 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.
Debt and interest payments do not contemplate repurchases, repayments and retirements that we may make prior to contractual maturity. Debt As of December 31, 2023, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $23.9 billion and credit facilities with no outstanding loan balances.
Debt and interest payments do not contemplate repurchases, repayments and retirements that we may make prior to contractual maturity. Debt As of December 31, 2024, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $23.1 billion and credit facilities with no outstanding loan balances.
During 2023, we continued to grow our portfolio of SPA and IPM agreements, and we believe that continued global demand for natural gas and LNG, as further described in Market Factors and Competition in Items 1. and 2. Business and Properties, will provide a foundation for additional growth in our portfolio of customer contracts in the future.
During 2024, we continued to grow our portfolio of SPA and IPM agreements, and we believe that continued global demand for natural gas and LNG, as further described in Market Factors and Competition in Items 1. and 2. Business and Properties, will provide a foundation for additional growth in our business in the future.
Thus, the ongoing interplay between the CAMT, 44 Table of Contents the utilization of our existing NOLs and bonus depreciation eligibility of our Corpus Christi Stage 3 Project is expected to cause volatility in our cash tax payments.
Thus, the ongoing interplay between the CAMT, the utilization of our existing NOLs and bonus depreciation eligibility of our Corpus Christi Stage 3 Project is expected to cause volatility in our cash tax payments.
Undrawn commitments under our credit facilities are subject to commitment fees ranging from 0.075% to 0.525%, subject to change based on the applicable entity’s credit rating. Issued letters of credit under our credit facilities are subject to letter of credit fees ranging from 1.000% to 2.200%, subject to change based on the applicable entity’s credit rating.
Undrawn commitments under our credit facilities are subject to commitment fees ranging from 0.075% to 0.525%, subject to change based on the applicable entity’s credit rating. Issued letters of credit under our credit facilities are subject to letter of credit fees ranging from 1.0% to 2.20%, subject to change based on the applicable entity’s credit rating.
During the year ended December 31, 2023, selling, general and administrative expense was $0.5 billion, a portion of which was related to leases for office space, which is included in the table of cash requirements for operations and capital expenditures under executed contracts above.
During the year ended December 31, 2024, selling, general and administrative expense was $0.4 billion, a portion of which was related to leases for office space which is included in the table of cash requirements for operations and capital expenditures under executed contracts above.
Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows.
Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows.
Our liquidity position subsequent to December 31, 2023 will be driven by future sources of liquidity and future cash requirements as further discussed under the caption Future Sources and Uses of Liquidity . Although our sources and uses of cash are presented below from a consolidated standpoint, SPL, CQP, CCH and Cheniere operate with independent capital structures.
Our liquidity position subsequent to December 31, 2024 will be driven by future sources of liquidity and future cash requirements, as further discussed under the caption Future Sources and Uses of Liquidity . 40 Table of Contents Although our sources and uses of cash are presented below from a consolidated standpoint, SPL, CQP, CCH and Cheniere operate with independent capital structures.
Discussion of 2021 items and variance drivers between the year ended December 31, 2022 as compared to December 31, 2021 are not included herein and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10- K for the fi scal year ended December 31, 2022 .
Discussion of items for the year ended December 31, 2022 and variance drivers between the year ended December 31, 2023 as compared to December 31, 2022 are not included herein and can be found in “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, 2023 .
Certain restrictions under debt and equity instruments executed by our subsidiaries limit each entity’s ability to distribute cash, including the following: • SPL and CCH are required to deposit all cash received into restricted cash and cash equivalents accounts under certain of their debt agreements.
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.
As further described in the LNG Revenues section above, the pricing structure of our SPA arrangements with our customers often incorporates a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub, which is paid upon delivery, thus limiting our net exposure to future increases in natural gas prices.
As further described in the LNG Revenues from Executed SPAs section, the pricing structure of our SPAs often incorporates a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub, which is paid upon delivery, thus limiting our net exposure to future increases in natural gas prices.
The following table summarizes our estimate of material cash requirements for financing under executed contracts as of December 31, 2023 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2024 2025 - 2028 Thereafter Total Debt $ 0.3 $ 11.1 $ 12.5 $ 23.9 Interest payments 1.3 3.3 1.8 6.4 Total $ 1.6 $ 14.4 $ 14.3 $ 30.3 (1) Debt and interest payments are based on the total debt balance, scheduled contractual maturities and fixed or estimated forward interest rates in effect at December 31, 2023.
The following table summarizes our estimate of material cash requirements for financing under executed contracts as of December 31, 2024 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2025 2026 - 2029 Thereafter Total Debt $ 0.4 $ 10.5 $ 12.2 $ 23.1 Interest payments 1.1 3.5 2.0 6.6 Total $ 1.5 $ 14.0 $ 14.2 $ 29.7 (1) Debt and interest payments are based on the total debt balance, scheduled contractual maturities and fixed or estimated forward interest rates in effect at December 31, 2024.
For example, as described in Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of our Liquefaction Supply Derivatives and LNG Trading Derivatives incorporates, as applicable to our natural gas supply contracts, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of both satisfaction of contractual events or states of affairs and delivery commencement.
For example, as described in Note 6—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.
In addition to amounts presented in the table above, we expect to incur ongoing capital expenditures to maintain our facilities and other assets, as well as to optimize our existing assets and purchase new assets that are intended to grow our productive capacity. See Financially Disciplined Growth section for further discussion.
In addition to amounts presented in the table above, we expect to incur ongoing capital expenditures to maintain our facilities and other assets, as well as to optimize our existing assets and purchase new assets that are intended to grow our productive capacity.
See the risk Additions or changes in tax laws and regulations could potentially affect our financial results or liquidity under Risks Relating to Our Financial Matters in Item 1A . Ris k Facto r s .
See the risk Additions or changes in tax laws and regulations could potentially affect our financial results or liquidity under Risks Relating to Regulations in Item 1A. Risk Factors .
The following table summarizes our estimate of material cash requirements for operations and capital expenditures related to our core operations under executed contracts as of December 31, 2023 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2024 2025 - 2028 Thereafter Total Purchase obligations (2): Natural gas supply agreements (3) $ 5.8 $ 20.2 $ 25.4 $ 51.4 Natural gas transportation and storage service agreements (4) 0.5 2.0 4.9 7.4 Capital expenditures 1.2 1.7 — 2.9 Leases (5) 0.9 3.0 3.7 7.6 Total $ 8.4 $ 26.9 $ 34.0 $ 69.3 (1) Agreements in force as of December 31, 2023 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2023.
The following table summarizes our estimate of material cash requirements for operations and capital expenditures related to our core operations under executed contracts as of December 31, 2024 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2025 2026 - 2029 Thereafter Total Purchase obligations (2): Natural gas supply agreements excluding IPM agreements (3) (4) $ 6.6 $ 16.4 $ 6.6 $ 29.6 Natural gas transportation and storage service agreements (5) 0.5 2.0 4.4 6.9 Capital expenditures 1.6 0.6 — 2.2 Other Purchase Obligations — 0.2 0.5 0.7 Leases (6) 0.7 2.9 3.4 7.0 Total $ 9.4 $ 22.1 $ 14.9 $ 46.4 (1) Agreements in force as of December 31, 2024 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2024.
Estimates are not guarantees of future performance and actual results may differ materially as a result of a variety of factors described in this annual report on Form 10-K. Future Sources of Liquidity under Executed SPAs As described in Items 1. and 2.
Estimates are not guarantees of future performance and actual results may differ materially as a result of a variety of factors described in this annual report on Form 10-K.
Corpus Christi Stage 3 Project The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of December 31, 2023: Overall project completion percentage 51.4% Completion percentage of: Engineering 83.7% Procurement 72.2% Subcontract work 66.9% Construction 11.1% Date of expected substantial completion 2Q/3Q 2025 - 2H 2026 Leases Our obligations under our lease arrangements primarily consist of LNG vessel time charters with terms of up to 15 years to ensure delivery of cargoes sold on a DAT basis.
Corpus Christi Stage 3 Project The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of December 31, 2024: Overall project completion percentage 77.2% Completion percentage of: Engineering 97.2% Procurement 97.2% Subcontract work 88.2% Construction 42.6% Date of expected substantial completion 1H 2025 - 2H 2026 Leases Our obligations under our lease arrangements primarily consist of LNG vessel time charters with terms of up to 15 years to ensure delivery of cargoes sold on a DAT basis.
(4) Includes $1.3 billion of purchase obligations to related parties under the natural gas transportation and storage service agreements, of which $1.0 billion had unsatisfied contractual conditions. (5) Leases include payments under (1) operating leases, (2) finance leases, (3) short-term leases and (4) vessel time charters that were executed as of December 31, 2023 but will commence in the future.
(5) Natural gas transportation and storage services agreements include $1.2 billion in obligations to related parties. 43 Table of Contents (6) Leases include payments under (1) operating leases, (2) finance leases, (3) short-term leases and (4) vessel time charters that were executed as of December 31, 2024 but will commence in the future.
This could result in higher cash tax payments in the near-term relative to the year ended December 31, 2023. Additionally, our cash tax payments may be substantially lower in the periods that the Corpus Christi Stage 3 Project is placed into service due to anticipated tax depreciation allowances from the project.
Additionally, our cash tax payments may be substantially lower in the periods that the Corpus Christi Stage 3 Project is placed into service due to anticipated tax depreciation allowances from the project.
Financially Disciplined Growth The FID of any expansion projects will result in additional cash requirements to fund the construction and operations of such projects in excess of our current contractual obligations under executed contracts discussed above.
Disciplined Accretive Growth The FID of any expansion projects will result in additional cash requirements to fund the construction and operations of such projects in excess of our current contractual obligations under executed contracts discussed above, although expansion may be designed to leverage shared infrastructure to reduce the incremental costs of any potential expansion.
As of December 31, 2023, we have secured approximately 82% of the natural gas supply required to support the total forecasted production capacity of the Liquefaction Projects during 2024. Natural gas supply secured decreases as a percentage of forecasted production capacity beyond 2024.
As of December 31, 2024, we have secured approximately 74% of the natural gas supply required to support the total forecasted production capacity of the Liquefaction Projects during 2025, excluding the 6% of which has been secured under IPM agreements. Natural gas supply secured decreases as a percentage of forecasted production capacity beyond 2025.
We had $435 million aggregate amount of issued letters of credit under our credit facilities as of December 31, 2023. 45 Table of Contents Additional Future Cash Requirements for Financing CQP Distributions CQP is required by its partnership agreement to, within 45 days after the end of each quarter, distribute to unitholders all available cash at the end of a quarter less the amount of any reserves established by its general partner.
Additional Future Cash Requirements for Financing CQP Distributions CQP is required by its partnership agreement to, within 45 days after the end of each quarter, distribute to unitholders all available cash at the end of a quarter less the amount of any reserves established by its general partner.
During the year ended December 31, 2023, we repurchased a total of 9.5 million shares of our common stock for $1.5 billion at a weighted average price per share of $155.50. A discussion of our share repurchase program can be found in
During the year ended December 31, 2024, we repurchased approximately 13.8 million shares of our common stock for $2.3 billion at a weighted average price per share of $163.72. A discussion of our share repurchase program can be found in
Financially Disciplined Growth Our significant land positions at the Corpus Christi LNG Terminal and the Sabine Pass LNG Terminal provide potential development and investment opportunities for further liquefaction capacity expansion at strategically advantaged locations with proximity to pipeline infrastructure and resources.
Our credit facilities mature between 2026 and 2029, based on estimated project milestone dates as of December 31, 2024. Disciplined Accretive Growth Our significant land positions at the Corpus Christi LNG Terminal and the Sabine Pass LNG Terminal provide potential development and investment opportunities for further liquefaction capacity expansion at strategically advantaged locations with proximity to pipeline infrastructure and resources.
The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a positive FID. 42 Table of Contents Future Cash Requirements for Operations and Capital Expenditures under Executed Contracts We are committed to make future cash payments for operations and capital expenditures pursuant to certain of our contracts.
The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a positive FID.
The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by management based on market conditions and other factors.
The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by management based on market conditions and other factors, with repurchases executed within trading parameters pre-established for each applicable trading period in compliance with SEC Rule 10b5-1.
The following is an additional discussion of the significant drivers of the variance in net income attributable to common stockholders by line item: Revenues The decrease of $13.0 billion between the years ended December 31, 2023 and 2022 was primarily attributable to: • $9.1 billion decrease in Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed; 37 Table of Contents • decrease in revenues generated by our marketing function of $2.5 billion due to declining international prices and a reduction of volumes sold under short-term agreements; and • decrease in regasification revenues of $933 million due to the accelerated recognition of revenues associated with the termination of one of our TUA agreements in December 2022.
The following is an additional discussion of the significant drivers of the variance in net income attributable to Cheniere by line item: Revenues The $4.7 billion decrease in revenues between the year ended December 31, 2024 compared to the same period of 2023 was primarily attributable to: • $3.8 billion decrease in revenues generated by our marketing function under short-term agreements between the comparative years due to declining global LNG and gas prices and a reduction of volumes sold under short-term agreements as a result of additional long-term agreements commencing in 2024 as compared to 2023; and 38 Table of Contents • $676 million decrease in revenues attributable to declining Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed, between the years.
Income tax provision The $2.1 billion unfavorable variance between the years ended December 31, 2023 and 2022 was primarily attributable to an increase in pre-tax income. Our effective tax rate was 17.3% and 14.8% for the years ended December 31, 2023 and 2022, respectively.
Income tax provision The $1.7 billion favorable variance between the years ended December 31, 2024 and 2023 was primarily attributable to a $9.3 billion decrease in pre-tax income and, to a lesser extent, a lower effective tax rate between the periods. Our effective tax rate was 15.3% and 17.3% for years ended December 31, 2024 and 2023, respectively.
While IPM agreements are not revenue contracts for accounting purposes, the payment structure for the purchase of natural gas under the IPM agreements generates a take-or-pay style fixed liquefaction fee, assuming that LNG produced from the natural gas feedstock is subsequently sold at a price approximating the global gas market price paid for the natural gas feedstock purchase.
While IPM agreements are not revenue contracts for accounting purposes, the payment structure under the IPM agreements generates a take-or-pay style fixed liquefaction fee. Although the IPM agreements secure natural gas purchases over long-term periods, the LNG produced from that natural gas is generally sold under short-term SPAs.
Net income attributable to common stockholders The favorable variance of $8.5 billion for the year ended December 31, 2023 as compared to the same period of 2022 was primarily attributable to a favorable variance of $14.4 billion (before tax and the impact of non-controlling interest), from changes in fair value and settlement of derivatives between the periods.
Net income attributable to Cheniere Net income attributable to Cheniere declined $6.6 billion for the year ended December 31, 2024 as compared to the same period of 2023 and was primarily attributable to $6.7 billion of decreases in gains (before tax and the impact of non-controlling interests) from changes in fair value of derivatives.
To ensure that we are able to transport natural gas feedstock to the Corpus Christi LNG Terminal and the Sabine Pass LNG Terminal, we have entered into transportation precedent and other agreements to secure firm pipeline transportation capacity from interstate and intrastate pipeline companies.
To ensure that we are able to transport natural gas feedstock to the Liquefaction Projects, we have transportation precedent and other agreements to secure firm pipeline transportation capacity from interstate and intrastate pipeline companies. We have also entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the Liquefaction Projects.
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 unrestricted liquidity provided by Cheniere Marketing, is available to enable Cheniere to meet its cash requirements. 40 Table of Contents Future Sources and Uses of Liquidity The following discussion of our future sources and uses of liquidity includes estimates that reflect management’s assumptions and currently known market conditions and other factors as of December 31, 2023.
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.
We have also entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the Liquefaction Projects. Capital Expenditures We enter into lump sum turnkey contracts with third party contractors for the EPC of our Liquefaction Projects.
Capital Expenditures We enter into lump sum turnkey contracts with third party contractors for the EPC of our Liquefaction Projects.
Future material sources of liquidity are discussed below. 39 Table of Contents December 31, 2023 Cash and cash equivalents (1) $ 4,066 Restricted cash and cash equivalents (1) 459 Available commitments under our credit facilities (2): SPL Revolving Credit Facility 720 CQP Revolving Credit Facility 1,000 CCH Credit Facility 3,260 CCH Working Capital Facility 1,345 Cheniere’s revolving credit agreement (the “Cheniere Revolving Credit Facility” ) 1,250 Total available commitments under our credit facilities 7,575 Total available liquidity $ 12,100 (1) Amounts presented include balances held by our consolidated variable interest entity, CQP, and its subsidiaries, as discussed in Note 9 —Non-controlling Interest and Variable Interest Entity of our Notes to Consolidated Financial Statements.
December 31, 2024 Cash and cash equivalents (1) $ 2,638 Restricted cash and cash equivalents (1) 552 Available commitments under our credit facilities (2): SPL Revolving Credit Facility 776 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 7,676 Total available liquidity $ 10,866 (1) Amounts presented include balances held by our consolidated variable interest entities ( “VIEs” ), as discussed in Note 8—Non-controlling Interests and Variable Interest Entities of our Notes to Consolidated Financial Statements.
Additional Future Cash Requirements for Operations and Capital Expenditures Corporate Activities We are required to maintain corporate and general and administrative functions to serve our business activities.
We have also entered into leases for the use of tug vessels, office space and facilities, land sites and equipment. 44 Table of Contents Additional Future Cash Requirements for Operations and Capital Expenditures Corporate Activities We are required to maintain corporate and general and administrative functions to serve our business activities.
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.
We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved. Liquidity and Capital Resources The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term.
During the year ended December 31, 2023, $1.0 billion in distributions were paid to our non-controlling interests. Capital Allocation Plan In September 2022, our Board approved a revised comprehensive long-term capital allocation plan.
During the year ended December 31, 2024, $846 million in distributions were paid to our non-controlling interests. Capital Allocation Plan In June 2024, our Board approved an updated comprehensive long-term capital allocation plan, which included an increase to our share repurchase authorization by $4.0 billion through 2027.
We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are included in the revenues above when the conditions are considered probable of being met.
We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones, such as reaching FID on a certain liquefaction Train. (2) LNG revenues exclude revenues from contracts with original expected durations of one year or less.
(2) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of December 31, 2023. See Note 11 —Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.
See Note 10—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.
Significant factors affecting our results of operations Below are significant factors that affect our results of operations. Gains and losses on derivative instruments Derivative instruments, which in addition to managing exposure to commodity-related marketing and price risks, are utilized to manage exposure to changing interest rates and foreign exchange volatility, are reported at fair value on our Consolidated Financial Statements.
Significant factor affecting our results of operations Below is a significant factor that affects our results of operations. 39 Table of Contents 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.
Operating costs and expenses (recoveries) The $24.0 billion favorable variance between the years ended December 31, 2023 and 2022 was primarily attributable to: • $14.0 billion favorable variance from changes in fair value and settlements of derivatives included in cost of sales, from $6.2 billion of loss in the year ended December 31, 2022 to $7.8 billion of gain in the year ended December 31, 2023, primarily related to non-cash favorable changes in fair value of our IPM agreements as described above under the caption Net income attributable to common stockholders ; and • $10.3 billion decrease in cost of sales excluding the effect of derivative changes described above, primarily as a result of $9.6 billion in decreased cost of natural gas feedstock largely due to lower U.S. natural gas prices .
Operating costs and expenses The $4.7 billion unfavorable variance between the year ended December 31, 2024 compared to the same period of 2023 was primarily attributable to: • $6.5 billion of decreases in gains from changes in fair value of derivatives included in cost of sales, with the primary drivers of the variance described above under the caption Net income attributable to Cheniere; This unfavorable variance was partially offset by: • $1.7 billion decrease between the periods in cost of sales excluding the effect of derivative changes described above, primarily as a result of a $1.6 billion decrease in cost of natural gas feedstock largely due to the decline and sustained moderation of global LNG and gas prices as well as lower U.S. natural gas prices in the current year compared to the prior year.
The variable fees under our SPAs were generally sized with the intention to cover the costs of gas purchases, transportation and liquefaction fuel consumed to produce the LNG to be sold under each such SPA. Our long-term SPA customers consist of creditworthy counterparties, with an average credit rating of A-, A3 and A- by S&P, Moody’s and Fitch, respectively.
The variable fees under our SPAs were generally sized with the intention to cover the supply and transportation of natural gas and the liquefaction fuel consumed to produce the LNG to be sold under each such SPA, thus limiting our exposure to future U.S. natural gas price increases.
As of December 31, 2023, each of our issuers was in compliance with all covenants related to their respective debt agreements. Further discussion of our debt obligations, including the restrictions imposed by these arrangements, can be found in Note 11—Debt of our Notes to Consolidated Financial Statements.
As of December 31, 2024, each of our issuers was in compliance with all covenants related to their respective debt agreements.
In addition, we market and sell LNG produced by the Liquefaction Projects that is not contracted by CCL or SPL through our integrated marketing function, Cheniere Marketing. Cheniere Marketing has a portfolio of long-, medium- and short-term SPAs to deliver commercial LNG cargoes to locations worldwide.
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.
The timing of revenue recognition under GAAP may not align with cash receipts, although we do not consider the timing difference to be material.
LNG Revenues from Executed SPAs We are contractually entitled to significant future consideration contracted under our long-term SPAs that has not yet been recognized as revenue. The timing of revenue recognition under GAAP may not align with cash receipts, although we do not consider the timing difference to be significant to our future liquidity.
Natural Gas Supply, Transportation and Storage Service Agreements We have secured natural gas feedstock for the CCL Project and the SPL Project through long-term natural gas supply agreements, including IPM agreements. Under our IPM agreements, we pay for natural gas feedstock based on global gas market prices less fixed liquefaction fees and certain costs incurred by us.
Liquidity from Executed IPM Agreements The table in the LNG Revenues from Executed SPAs section above excludes fees expected to be generated through sales of LNG produced from natural gas procured under our IPM agreements, under which we pay for natural gas feedstock based on global gas market prices less fixed liquefaction fees and certain costs incurred by us.
The following table summarizes our estimate of future material sources of liquidity to be received from executed SPAs as of December 31, 2023 (in billions): Estimated Revenues Under Executed SPAs by Period (1) (2) 2024 2025 - 2028 Thereafter Total LNG revenues (fixed fees) $ 6.3 $ 27.1 $ 77.6 $ 111.0 LNG revenues (variable fees) (3) 7.0 40.8 140.5 188.3 Total $ 13.3 $ 67.9 $ 218.1 $ 299.3 (1) Agreements in force as of December 31, 2023 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2023.
The following table summarizes our estimate of revenues to be received from executed long-term SPAs as of December 31, 2024 (in billions): Estimated Revenues Under Executed SPAs by Period (1) (2) 2025 2026 - 2029 Thereafter Total LNG revenues (fixed fees) $ 6.3 $ 27.9 $ 70.5 $ 104.7 LNG revenues (variable fees) (3) 9.2 42.0 124.2 175.4 Total $ 15.5 $ 69.9 $ 194.7 $ 280.1 (1) LNG revenues exclude estimated revenues from contracts with unsatisfied contractual conditions precedent.
Through our SPAs and IPM agreements, we have contracted substantially all of the total anticipated production from the Liquefaction Projects through the mid-2030s. The majority of the contracted capacity is comprised of fixed-price, long-term SPAs that SPL and CCL have executed with third parties to sell LNG from the Liquefaction Projects.
Business and Properties , these contracts with creditworthy counterparties form the foundation of our business and provide us with significant, stable, long-term cash flows. Under our long-term SPAs and IPM agreements, we have contracted substantially all of our total anticipated production through the mid-2030s from our liquefaction capacity that is currently under construction or in operation.
Income Tax Because the currently enacted CAMT may accelerate or cause volatility in our cash tax payments attributable to variability in AFSI, our cash tax payments may fluctuate over time, influenced by both AFSI variability and the resulting impact of the CAMT on other tax benefits, including potential near-term deferral of the realization of our existing NOL carryforwards.
Taxes CAMT accelerates our cash tax payments for federal income taxes due to near-term deferral of the realization of our existing NOL carryforwards and may cause volatility in future cash tax payments due to variability in adjusted financial statement income.
As of December 31, 2023, assets of CQP and its subsidiaries, which are included in our Consolidated Balance Sheets, included $575 million of cash and cash equivalents and $56 million of restricted cash and cash equivalents.
As of December 31, 2024, assets of our VIEs, which are included in our Consolidated Balance Sheets, included $270 million of cash and cash equivalents and $125 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 December 31, 2024.
The continued strength and stability of our long-term cash flows served as the foundation of our revised comprehensive, long-term capital allocation plan announced in 2022, which includes an increased share repurchase authorization, decreased consolidated long-term leverage target, increased dividends and continued investment in accretive organic growth. 33 Table of Contents Overview of Significant Events Our significant events since January 1, 2023 and through the filing date of this Form 10-K include the following: Strategic • In November 2023, we announced that SPL Stage V entered into an IPM agreement with ARC Resources U.S.
The continued strength and stability of our long-term cash flows served as the foundation of our updated comprehensive, long-term capital allocation plan announced in June 2024, which includes an increased share repurchase authorization and increased dividends, in addition to a continued decrease in consolidated long-term leverage and investment in accretive organic growth.
The favorable variance was partially offset by: • decrease in LNG revenues, net of cost of sales and excluding the effect of derivatives (as further described above), of $2.4 billion, the majority of which was attributable to lower margins on LNG delivered; • unfavorable variance of $2.1 billion in income tax provision due to higher taxable earnings; and • unfavorable variance of $971 million in net income attributable to non-controlling interest due to an increase in CQP’s consolidated net income between the comparable periods.
These unfavorable variances were partially offset by: • $1.7 billion favorable variance in income tax provision between the year ended December 31, 2024 as compared to the same period of 2023, primarily due to lower taxable earnings as described above; and • $938 million reduction in net income attributable to non-controlling interests during the year ended December 31, 2024 as compared to the same period of 2023, substantially all of which is due to a decrease in CQP’s consolidated net income between the comparable periods from declining gains related to changes in fair value of derivatives between the years.
Certain of our leases also contain variable payments, such as inflation, which are not included above unless the contract terms require in-substance fixed payments that are, in effect, unavoidable. Payments during renewal options that are exercisable at our sole discretion are included only to the extent that the option is believed to be reasonably certain to be exercised.
Payments during future renewal option periods that are exercisable at our sole discretion are included only to the extent that the option is believed to be reasonably certain to be exercised. Leases are presented net of $1.2 billion in future income associated with vessel time charters that were subchartered to third parties.
Operational • As of February 16, 2024, approximately 3,280 cumulative LNG cargoes totaling over 225 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects. Financial • We closed the following debt transactions: ◦ In June 2023, CQP issued $1.4 billion aggregate principal amount of 5.950% Senior Notes due 2033 (the “2033 CQP Senior Notes” ).
Operational • As of February 14, 2025, approximately 3,930 cumulative LNG cargoes totaling approximately 270 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects. • In December 2024, we achieved first LNG production from Train 1 of the Corpus Christi Stage 3 Project and in February 2025, the first cargo of LNG was produced from the Corpus Christi Stage 3 Project.
Available Commitments under Credit Facilities As of December 31, 2023, we had $7.6 billion in available commitments under our credit facilities, as detailed earlier in the table summarizing our available liquidity, subject to compliance with the applicable covenants, to potentially meet liquidity needs. Our credit facilities mature between 2026 and 2029.
Over a remaining fixed term of 18 years, we expect to generate liquidity from the approximately 3,825 TBtu of LNG to be produced from natural gas not yet received under IPM agreements as of December 31, 2024, excluding approximately 665 TBtu related to an IPM agreement that is subject to unsatisfied contractual conditions precedent. 42 Table of Contents Additional Future Sources of Liquidity Available Commitments under Credit Facilities As of December 31, 2024, we had $7.7 billion in available commitments under our credit facilities, as detailed earlier in the table summarizing our available liquidity, subject to compliance with the applicable covenants, to potentially meet liquidity needs.
The Henry Hub benchmark also witnessed a similar year-over-year drop albeit from a much lower base. The Henry Hub average settlement price in 2023 was $2.74, down approximately 59% from $6.64/MMBtu in 2022 during the height of the energy crisis in Europe.
Similarly, the average settlement price for the Japan Korea Marker ( “JKM” ) was $11.83/MMBtu in 2024, 26.6% lower than the 2023 average of $16.13/MMBtu. The Henry Hub benchmark also dropped from an average settlement price of $2.74/MMBtu in 2023 to $2.27/MMBtu in 2024, down 17.1% year-over-year.
This future consideration is, in most cases, not yet legally due to us and was not reflected on our Consolidated Balance Sheets as of December 31, 2023. In addition, a significant portion of this future consideration is subject to variability as discussed more specifically below. We anticipate that this consideration will be available to meet liquidity needs in the future.
In addition, a significant portion of this future consideration is subject to variability as discussed more specifically below. We have estimated revenues under agreements with 41 Table of Contents terms dependent on project milestone dates based on the estimated dates as of December 31, 2024.
The majority of the variance related to derivatives was due to non-cash favorable changes in fair value of our IPM agreements as a result of lower volatility in international gas prices and declines in international forward commodity curves, which changed from a loss of $5.0 billion in the year ended December 31, 2022 to a gain of $7.0 billion in the year ended December 31, 2023.
The majority of the decrease was attributable to our IPM agreements, where the associated gains that are primarily included in cost of sales decreased from $7.0 billion during the year ended December 31, 2023 to $1.5 billion during the year ended December 31, 2024, mainly due to the impact on fair value of the decline and sustained moderation of global LNG and gas price volatility and more subdued changes in the current period relative to the same period of 2023 as global prices and spreads narrowed as a result of market rebalancing.
We include contracts with unsatisfied contractual conditions if the conditions are currently expected to be met. (3) Pricing of natural gas supply agreements is based on estimated forward prices and basis spreads as of December 31, 2023. Pricing of IPM agreements is based on global gas market prices less fixed liquefaction fees and certain costs incurred by us.
We include contracts with unsatisfied contractual conditions if the conditions are currently expected to be met. (3) Natural gas supply agreements exclude IPM agreements, which are structured to generate a fixed margin when viewed in conjunction with the sale of LNG produced from the natural gas procured under the IPM agreements, as described under Liquidity from Executed IPM Agreements.
Removed
Corp., a subsidiary of ARC Resources Ltd., to purchase 140,000 MMBtu per day of natural gas at a price based on the Dutch Title Transfer Facility ( “TTF” ), less a fixed regasification fee, fixed LNG shipping costs and a fixed liquefaction fee, for a term of approximately 15 years commencing with commercial operations of the first train of the SPL Expansion Project.
Added
Overview of Significant Events Our significant events since January 1, 2024 and through the filing date of this Form 10-K include the following: Strategic • In July 2024, Cheniere Marketing entered into a long-term SPA with Galp Trading S.A.
Removed
This agreement is subject to CQP making a positive FID on the first train of the SPL Expansion Project or CQP unilaterally waiving that requirement. • Cheniere Marketing entered into long-term SPAs with Foran Energy Group Co. Ltd., BASF, ENN LNG (Singapore) Pte. Ltd., Equinor ASA and Korea Southern Power Co.
Added
(“ Galp ”), a subsidiary of Galp Energia, SGPS, S.A., under which Galp has agreed to purchase approximately 0.5 mtpa of LNG from Cheniere 34 Table of Contents Marketing on a free-on-board basis for a term of 20 years.
Removed
Ltd. with estimated volumes totaling approximately 106 million tonnes of LNG and expected deliveries between 2026 and 2050. Approximately 65 million tonnes is subject to CQP making a positive FID on the first or second trains of the SPL Expansion Project, as applicable, or us unilaterally waiving that requirement.
Added
Deliveries are expected to commence in the early 2030s and are subject to, among other things, a positive FID with respect to the second train of the SPL Expansion Project ( “SPL Train 8” ) and includes a limited number of early cargoes to be purchased by Galp prior to the start of SPL Train 8. • In June 2024, we received a positive Environmental Assessment from the FERC relating to the CCL Midscale Trains 8 & 9 Project.
Removed
Each of these SPAs permit Cheniere Marketing to assign or novate the agreement to certain affiliates at a later date. • In May 2023, certain subsidiaries of CQP entered the pre-filing review process with the FERC under the NEPA for the SPL Expansion Project, and in April 2023, one of our subsidiaries executed a contract with Bechtel to provide the front end engineering and design work on the project. • In April 2023, certain of our subsidiaries filed an application with the DOE with respect to the CCL Midscale Trains 8 & 9 Project, requesting authorization to export LNG to FTA countries and non-FTA countries.
Added
We expect to receive all remaining necessary regulatory approvals for the project in 2025. • In February 2024, certain subsidiaries of CQP submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project, as well as an application to the DOE requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking.
Removed
In July 2023, we received authorization from the DOE to export LNG to FTA countries. • In March 2023, certain of our subsidiaries submitted an application with the FERC under the NGA for the CCL Midscale Trains 8 & 9 Project. • On January 2, 2023, Corey Grindal, formerly Executive Vice President, Worldwide Trading, was promoted to Executive Vice President and Chief Operating Officer of the Company.
Added
In October 2024, the authorization from the DOE to export LNG to FTA countries was received for the SPL Expansion Project.
Removed
Using contributed proceeds from the 2033 CQP Senior Notes together with cash on hand, SPL redeemed $1.4 billion of its 5.750% Senior Secured Notes due 2024 (the “2024 SPL Senior Notes” ) in July 2023. ◦ In June 2023, CQP entered into a $1.0 billion Senior Unsecured Revolving Credit and Guaranty Agreement (the “CQP Revolving Credit Facility” ), and SPL entered into a $1.0 billion Senior Secured Revolving Credit and Guaranty Agreement (the “SPL Revolving Credit Facility” ).
Added
Financial • In June 2024, we announced updates to our ‘20/20 Vision’ comprehensive long-term capital allocation plan, which included an increase to our share repurchase authorization by $4.0 billion through 2027 and a plan to increase our quarterly dividend by approximately 15% to $2.00 per common share on an annualized basis, which commenced with the dividend pertaining to the third quarter of 2024. • In May 2024, CQP issued $1.2 billion aggregate principal amount of 5.750% Senior Notes due 2034 (the “2034 CQP Senior Notes” ).
Removed
The CQP Revolving Credit Facility and SPL Revolving Credit Facility each refinanced and replaced the respective existing credit facilities to, among other things, (1) extend the maturity date thereunder, (2) reduce the rate of interest and commitment fees applicable thereunder and (3) make certain other changes to the terms and conditions of the prior credit facilities. 34 Table of Contents • We received the following upgrades from credit rating agencies, including S&P Global Ratings ( “S&P” ), Moody’s Investor Service ( “Moody ’ s” ) and Fitch Ratings ( “Fitch” ), each with a stable outlook: Date Entity Previous Rating Upgraded Rating Rating Agency October 2023 CCH BBB- BBB S&P August 2023 Cheniere Ba1 Baa3 Moody’s August 2023 CCH Baa3 Baa2 Moody’s August 2023 SPL BBB BBB+ Fitch July 2023 CCH BBB- BBB Fitch February 2023 SPL BBB BBB+ S&P January 2023 Cheniere — BBB- Fitch • During the year ended December 31, 2023, we accomplished the following pursuant to our capital allocation priorities: ◦ We prepaid $1.2 billion of consolidated long-term indebtedness, which excludes prepayments associated with debt refinancing and includes $600 million of debt repurchases in the open market. ◦ We repurchased approximately 9.5 million shares of our common stock as part of our share repurchase program for $1.5 billion. ◦ We paid dividends of $1.620 per share of common stock during the year ended December 31, 2023. ◦ 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.
Added
In June 2024, the net proceeds, together with cash on hand, were used to redeem $1.2 billion of the outstanding aggregate principal amount of SPL’s 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes” ). • In May 2024, in connection with the 2034 CQP Senior Notes issuance, Moody’s Ratings ( “Moody ’ s” ) upgraded CQP’s issuer credit rating to Baa2 from Ba1 and revised CQP’s outlook to stable from positive.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Marketing and Trading Commodity Price Risk We have commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project and the CCL Project, and associated economic hedges (collectively, the “Liquefaction Supply Derivatives” ).
Biggest changeQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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): December 31, 2023 December 31, 2022 Fair Value Change in Fair Value Fair Value Change in Fair Value Liquefaction Supply Derivatives $ (2,117) $ 1,526 $ (10,019) $ 2,249 LNG Trading Derivatives 10 12 (46) 15 See Note 7 —Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments. 50 Table of Contents
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): December 31, 2024 December 31, 2023 Fair Value Change in Fair Value Fair Value Change in Fair Value Liquefaction Supply Derivatives $ (742) $ 2,516 $ (2,117) $ 1,526 LNG Trading Derivatives 17 49 10 12 See Note 6—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments. 50 Table of Contents
Removed
We have also entered into physical and financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (collectively, “LNG Trading Derivatives” ).

Other LNG 10-K year-over-year comparisons