Cheniere Energy, Inc.

    LNG ·NYSE ·Natural Gas Distribution ·Inc. in DE
    Loading chart...

    Loading financial statements...

    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-08-06 (period ending 2026-06-30).


    ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     
    Information Regarding Forward-Looking Statements
    This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things: 
    statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;
    statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
    statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
    statements relating to Cheniere’s capital deployment, including intent, ability, extent and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan;
    statements regarding our future sources of liquidity and cash requirements;
    statements relating to the construction of our Trains and pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
    statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
    statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
    statements regarding our planned development and construction of additional Trains or pipelines, including the financing of such Trains or pipelines;
    statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
    statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
    statements relating to our goals, commitments and strategies in relation to environmental matters;
    statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
    statements regarding our anticipated LNG and natural gas marketing activities; and
    any other statements that relate to non-historical or future information.
    All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that
    27

    the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

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

    Our discussion and analysis includes the following subjects: 

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

    LNG is natural gas (primarily methane) in liquid form and is a cleaner dispatchable fuel for power generation. The LNG we produce is shipped all over the world, converted back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking and other industrial uses.

    As of June 30, 2026, we were the largest producer of LNG in the U.S. and the second largest LNG operator globally, based on the total production capacity of our natural gas liquefaction facilities. Our total production capacity is expected to be over 60 mtpa of LNG, inclusive of estimated debottlenecking opportunities, of which over 6 mtpa was under construction and the remainder was in operation as of June 30, 2026, comprised of the following:

    over 30 mtpa of total production capacity in operation from natural gas liquefaction facilities located in Cameron Parish, Louisiana at Sabine Pass (the “SPL Project”). We own and operate the SPL Project and export facility (the “Sabine Pass LNG Terminal”), one of the largest LNG production facilities in the world, through our ownership interest in and management agreements with CQP, which is a publicly traded limited partnership. As of June 30, 2026, we owned 100% of the general partner interest, a 48.6% limited partner interest and 100% of the incentive distribution rights of CQP. The Sabine Pass LNG Terminal also has five LNG storage tanks with aggregate capacity of approximately 17 Bcfe and vaporizers with regasification capacity of approximately 4 Bcf/d, as well as three marine berths, two of which can accommodate vessels with nominal capacity of up to 266,000 cubic meters and the third berth, which can accommodate vessels with nominal capacity of up to 200,000 cubic meters. We also own and operate through CQP a 94-mile natural gas supply pipeline that interconnects the Sabine Pass LNG Terminal with several large interstate and intrastate pipelines (the “Creole Trail Pipeline”).
    28

    over 30 mtpa of total expected production capacity, inclusive of estimated debottlenecking opportunities, including over 6 mtpa under construction and the remainder in operation as of June 30, 2026, from our natural gas liquefaction and export facility located near Corpus Christi, Texas (the “Corpus Christi LNG Terminal”), of which we have 100% ownership interest. The Corpus Christi LNG Terminal also has three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. We also own and operate through CCP an approximately 21-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”). The projects under construction at the Corpus Christi LNG Terminal include:
    a project consisting of seven midscale Trains that is expected to add total production capacity of over 10 mtpa of LNG once fully completed (the “Corpus Christi Stage 3 Project”), with over 1 mtpa under construction and the remainder in operation from the first six midscale Trains that have reached substantial completion as of June 30, 2026; and
    a project consisting of two additional midscale Trains that is expected to add total production capacity of approximately 5 mtpa of LNG once fully completed, inclusive of estimated debottlenecking opportunities (the “CCL Midscale Trains 8 & 9 Project” and together with the existing assets at the Corpus Christi LNG Terminal, the Corpus Christi Stage 3 Project and the Corpus Christi Pipeline, the “CCL Project”), which was under construction as of June 30, 2026.

    Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows, and include SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and long-term IPM agreements, in which a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is primarily indexed to Henry Hub and generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and long-term IPM agreements currently in effect, with approximately 15 years of weighted average remaining life as of June 30, 2026, we have contracted 90% or more of the total anticipated production from the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) through the mid-2030s, excluding volumes from contracts with terms less than 10 years and volumes from SPAs that are conditional on additional liquefaction capacity beyond what is currently in construction or operation, subject to unilateral waiver by us. LNG produced by the Liquefaction Projects that is not contracted under long-term contracts is available for Cheniere Marketing, our integrated marketing function, to sell in the global market under spot sales or other short-term agreements.

    Disciplined Accretive Growth

    We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. Our capital allocation plan is designed, in part, to invest in financially disciplined growth accretive to our common stock. Capital investment parameters are the foundation of our disciplined, accretive growth, and include consideration to:

    Achieve value accretive returns through long-term commercial contracts: We aim to contract approximately 90% of our current and planned liquefaction capacity under long-term SPAs and long-term IPM agreements with creditworthy counterparties under the pricing structures described above, with financial parameters that consider, among other things, targeted unlevered returns that exceed our cost of equity and return on stock at prevailing stock prices and project leverage. Our success in securing long-term commercial contracts at desired returns is influenced by global LNG and natural gas market conditions and other uncertainties described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.
    Achieve credit accretive returns: We aim to conservatively fund our projects through financing structures that sustain our long-term, run-rate leverage and credit metrics. Our ability to secure the required financing is influenced by market interest rates and other factors described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.
    29


    We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. We hold significant land positions at both the Sabine Pass LNG Terminal and the Corpus Christi LNG Terminal, which provide opportunity for further liquefaction capacity expansion. We are developing a two-phased expansion adjacent to the SPL Project, inclusive of three liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “SPL Expansion Project”) and a further expansion of the CCL Project in a phased approach, inclusive of four liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “CCL Expansion Project”). These projects and any future expansions at our sites require, among other things, regulatory approvals and acceptable commercial and financing arrangements before we make a positive FID. Risks associated with cost overruns and delays in the completion of our expansion projects are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

    The following table summarizes pre-FID development efforts and certain key milestones associated with the SPL Expansion Project and the CCL Expansion Project:
    SPL Expansion ProjectCCL Expansion Project
    Expected total peak production capacity of LNG (1)
    Up to ~ 20 mtpa
    Up to 24 mtpa
    Milestone
    Regulatory (2)
    FERC authorizations:
    Positive environmental assessmentPendingPending
    Order under Section 3 of NGA
    PendingPending
    Certification to commence constructionPending
    DOE export authorization:
    FTA countriesüPending
    Non-FTA countriesPendingPending
    FinancingFinancing(3)(3)
    Commercialization and Other ContractingDefinitive commercial agreements(4)(4)
    Definitive full-scope EPC contract
    ü (5)
    Target Milestone
    FID (6)
    2026/20272027/2028
    ü indicates receipt of authorization, subject to ongoing conditionality

    (1)Anticipated based on capacity, scale, location and infrastructure. Subject to regulatory review and approval and may change based on design considerations, engagement with contractors and other factors. Subject to adjustment for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities.
    (2)Our activities, including our expansion activities, are highly regulated and require regulatory approvals at various stages, including approvals of the FERC and DOE under Sections 3 and 7 of the NGA, as well as several other material governmental and regulatory approvals and permits. The progression of our expansion projects is dependent on receiving all regulatory approvals required within the respective stages. See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for further discussion of the regulations under federal, state and local statutes, rules, regulations and laws to which we are subject and associated risk factors relating to regulations.
    (3)We anticipate drawing on current committed facilities and/or incurring additional debt to finance the construction of this expansion project if we reach a positive FID.
    (4)Liquefaction capacity partially contracted by Cheniere Marketing, through SPAs that are conditioned on additional liquefaction capacity beyond what is currently in construction or operation and may be available to be novated to SPL or CCL, and by SPL Stage V, through an IPM agreement.
    30

    (5)In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel Energy, Inc. (“Bechtel”) for the first phase of the SPL Expansion Project and issued a limited notice to proceed (“LNTP”) to commence early engineering and procurement.
    (6)Expected to be subject to phased FID. Any positive FID is subject to achievement of or consideration to relevant milestones and capital investment parameters described herein.

    Overview of Significant Events

    Our significant events since January 1, 2026 and through the filing date of this Form 10-Q include the following:

    Strategic

    Growth
    In June 2026, we received authorization from the FERC to increase the LNG production capacity of the previously-authorized Corpus Christi Stage 3 Project and CCL Midscale Trains 8 & 9 Project by approximately 5 mtpa in aggregate.
    In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel for the first phase of the SPL Expansion Project and issued an LNTP to commence early engineering and procurement.
    Following our pre-filing in July 2025, in February 2026, we filed an application with the FERC under the NGA for authorization to site, construct and operate in a phased approach the CCL Expansion Project, a potential further expansion of the Corpus Christi LNG Terminal, inclusive of four liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities.

    Commercialization
    In February 2026, we announced the execution of our second long-term LNG SPA between Cheniere Marketing and CPC Corporation, Taiwan (“CPC”), under which CPC has agreed to purchase up to approximately 1.2 mtpa of LNG from Cheniere Marketing on a DAP basis from 2026 through 2050.

    Operational

    As of July 31, 2026, over 4,940 cumulative LNG cargoes totaling over 340 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
    In March and June 2026, substantial completions of Trains 5 and 6, respectively, of the Corpus Christi Stage 3 Project were achieved.
    Financial

    In June 2026, we entered into the following debt transactions concurrently:
    We entered into a Commitment Increase and Maturity Extension Agreement for the Cheniere Third Amended and Restated Revolving Credit Agreement (the “Cheniere Revolving Credit Facility”) to increase the aggregate commitments by $500 million to $1.75 billion and extend the maturity date by one year;
    CCH entered into the $1.0 billion CCH Revolving Credit Agreement (the “CCH Revolving Credit Facility”), which amended and restated the previous working capital facility agreement (the “CCH Working Capital Facility”) to, among other things, decrease the aggregate commitments by $500 million, extend the maturity date by approximately four years and reduce the rates applicable to our interest and fees; and
    CCH entered into an amendment to the Second Amended and Restated Term Loan Facility Agreement (the “CCH Credit Facility”) to, among other things, extend the availability period for disbursements of term loans to the later of the Corpus Christi Stage 3 Project completion date and December 31, 2027.
    31

    In June 2026, CQP issued and sold $1.0 billion aggregate principal amount of 5.350% Senior Notes due 2036 (the “2036 CQP Senior Notes”) and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 (the “2056 CQP Senior Notes”), and a portion of the net proceeds were used to fully redeem $1.5 billion aggregate principal amount of SPL’s 5.00% Senior Secured Notes due 2027 (the “2027 SPL Senior Notes”), as well as for general corporate purposes, including funding a portion of the LNTP related to the first phase of the SPL Expansion Project.
    In March 2026, Cheniere issued and sold $1.0 billion aggregate principal amount of 5.200% Senior Notes due 2036 and $750 million aggregate principal amount of 6.000% Senior Notes due 2056, and a portion of the net proceeds was used to prepay $550 million of CCH’s outstanding borrowings under the CCH Credit Facility. Concurrently, we canceled $600 million of unused commitments under the CCH Credit Facility, and in May 2026, we canceled an additional $600 million of unused commitments.
    In February 2026, Moody’s Ratings (“Moodys”) upgraded its rating of Cheniere’s senior unsecured notes from Baa3 to Baa2 with a stable outlook. Moody’s also upgraded their rating of CCH’s senior secured notes from Baa2 to Baa1 with a stable outlook.
    In February 2026, our board of directors (our “Board”) approved an increase in our share repurchase authorization to approximately $10 billion from 2026 through 2030 with a $9 billion increase to the existing authorization.
    During the three and six months ended June 30, 2026, we accomplished the following pursuant to our capital allocation priorities:
    We repurchased approximately 2.2 million and 4.9 million shares of our common stock, respectively, as part of our share repurchase program for approximately $550 million and $1.1 billion, respectively.
    SPL repaid $253 million aggregate principal amount of its senior notes during the six months ended June 30, 2026, exclusive of amounts refinanced, as noted above.
    We paid dividends of $0.555 and $1.11 per share of common stock, respectively.
    We continued to invest in accretive organic growth, including our investments in the Corpus Christi Stage 3 Project, the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, as further described under Investing Cash Flows in Sources and Uses of Cash within Liquidity and Capital Resources.

    32

    Results of Operations

    Consolidated results of operations

    Three Months Ended June 30,Six Months Ended June 30,
    (in millions, except per share data)20262025Variance20262025Variance
    Revenues
    LNG revenues$5,640 $4,515 $1,125 $11,362 $9,820 $1,542 
    Regasification revenues34 34 — 68 68 — 
    Other revenues58 92 (34)170 197 (27)
    Total revenues5,732 4,641 1,091 11,600 10,085 1,515 
    Operating costs and expenses
    Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below)439 1,117 (678)8,757 4,688 4,069 
    Operating and maintenance expense533 559 (26)1,058 1,032 26 
    Selling, general and administrative expense88 99 (11)224 215 
    Depreciation, amortization and accretion expense380 329 51 753 641 112 
    Other operating costs and expenses(5)18 (12)
    Total operating costs and expenses1,442 2,111 (669)10,798 6,594 4,204 
    Income from operations4,290 2,530 1,760 802 3,491 (2,689)
    Other income (expense)
    Interest expense, net of capitalized interest(287)(237)(50)(542)(466)(76)
    Interest and dividend income19 31 (12)35 68 (33)
    Other income (expense), net(14)(1)(13)(40)19 (59)
    Total other expense(282)(207)(75)(547)(379)(168)
    Income before income taxes and NCI
    4,008 2,323 1,685 255 3,112 (2,857)
    Less: income tax provision366 426 (60)25 547 (522)
    Net income3,642 1,897 1,745 230 2,565 (2,335)
    Less: net income attributable to NCI574 271 303 664 586 78 
    Net income (loss) attributable to Cheniere$3,068 $1,626 $1,442 $(434)$1,979 $(2,413)
    Net income (loss) per share attributable to common stockholders—basic
    $14.68 $7.32 $7.36 $(2.08)$8.87 $(10.95)
    Net income (loss) per share attributable to common stockholders—diluted
    $14.65 $7.30 $7.35 $(2.08)$8.85 $(10.93)

    33

    Volumes loaded and recognized from the Liquefaction Projects
    Three Months Ended June 30, 2026Six Months Ended June 30, 2026
    (in TBtu)OperationalCommissioningTotalOperationalCommissioningTotal
    Volumes loaded during the current period669 672 1,351 1,360 
    Volumes loaded during the prior period but recognized during the current period59 60 23 24 
    Less: volumes loaded during the current period and in transit at the end of the period(71)(1)(72)(71)(1)(72)
    Total volumes recognized in the current period657 660 1,303 1,312 

    Three Months Ended June 30, 2025Six Months Ended June 30, 2025
    (in TBtu)OperationalCommissioningTotalOperationalCommissioningTotal
    Volumes loaded during the current period550 — 550 1,152 1,158 
    Volumes loaded during the prior period but recognized during the current period32 33 39 — 39 
    Less: volumes loaded during the current period and in transit at the end of the period(32)

    Loading holders...

    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Next expected filings

    • ~2026-10-29 10-Q expected by 2026-11-04 (in 44 days)
    • ~2027-02-25 10-K expected by 2027-03-03 (in 163 days)
    • ~2027-05-06 10-Q expected by 2027-05-12 (in 233 days)
    • ~2027-08-05 10-Q expected by 2027-08-11 (in 324 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-09-02 S-4 Registration (Merger)
    • 2026-08-06 10-Q Quarterly Report
    • 2026-08-06 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-07-14 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-07-02 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
    • 2026-06-09 8-K Material Agreement Entered; Financial Statements and Exhibits
    • 2026-05-27 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-05-07 10-Q Quarterly Report
    • 2026-05-07 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-04-07 DEF 14A Proxy Statement
    • 2026-04-06 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2026-03-19 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
    • 2026-03-06 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-02-26 10-K Annual Report
    • 2026-02-26 8-K Earnings Release; Financial Statements and Exhibits