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Cheniere Energy, Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

LNG$277.95-0.6%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 2. Results of Operations

Results of Operations

Consolidated results of operations

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per share data)20252024Variance20252024Variance
Revenues
LNG revenues$4,302$3,554$748$14,122$10,633$3,489
Regasification revenues3434—102102—
Other revenues105175(70)302532(230)
Total revenues4,4413,76367814,52611,2673,259
Operating costs and expenses
Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below)1,7501,2554956,4384,2752,163
Operating and maintenance expense447450(3)1,4791,364115
Selling, general and administrative expense8199(18)296299(3)
Depreciation, amortization and accretion expense3383063297991267
Other operating costs and expenses8622628(2)
Total operating costs and expenses2,6242,1165089,2186,8782,340
Income from operations1,8171,6471705,3084,389919
Other income (expense)
Interest expense, net of capitalized interest(236)(247)11(702)(770)68
Loss on modification or extinguishment of debt(7)—(7)(7)(9)2
Interest and dividend income2341(18)91149(58)
Other income (expense), net2(3)521(1)22
Total other expense(218)(209)(9)(597)(631)34
Income before income taxes and NCI1,5991,4381614,7113,758953
Less: income tax provision30323172850550300
Net income1,2961,207893,8613,208653
Less: net income attributable to NCI247314(67)833933(100)
Net income attributable to Cheniere$1,049$893$156$3,028$2,275$753
Net income per share attributable to common stockholders—basic$4.76$3.95$0.81$13.63$9.91$3.72
Net income per share attributable to common stockholders—diluted$4.75$3.93$0.82$13.59$9.88$3.71

Volumes loaded and recognized from the Liquefaction Projects

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
(in TBtu)OperationalCommissioningTotalOperationalCommissioningTotal
Volumes loaded during the current period57975861,731131,744
Volumes loaded during the prior period but recognized during the current period32—3239—39
Less: volumes loaded during the current period and in transit at the end of the period(30)(1)(31)(30)(1)(31)
Total volumes recognized in the current period58165871,740121,752

Components of LNG revenues and corresponding LNG volumes delivered

Three Months Ended September 30,Nine Months Ended September 30,
20252024Variance20252024Variance
LNG revenues (in millions):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)$3,481$2,903$578$10,824$8,701$2,123
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements (2)630565652,5931,5871,006
LNG procured from third parties (2)3849(11)18816820
Net derivative gain (loss)102(15)11732019301
Other revenues5152(1)19715839
Total LNG revenues$4,302$3,554$748$14,122$10,633$3,489
Volumes delivered as LNG revenues (in TBtu):
LNG from the Liquefaction Projects sold under third party long-term agreements (1)525511141,5371,573(36)
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements (2)5649720314756
LNG procured from third parties (2)33—18144
Total volumes delivered as LNG revenues584563211,7581,73424

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

(2)Includes volumes sold under short-term agreements and volumes sold from natural gas procured under IPM agreements.

Net income attributable to Cheniere

Net income attributable to Cheniere increased $156 million and $753 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024, primarily due to:

$69 million and $665 million, respectively, of favorable changes in the fair value of agreements accounted for as derivative instruments (before tax and the impact of NCI), largely due to changes in market-based locational forward price differentials for North American natural gas deliveries, which impacted our natural gas supply derivatives, and incrementally for the comparable nine month periods due to the impact of declines in short-term global gas prices and volatility within our derivatives related to financial positions to economically hedge the purchase and sale of physical LNG and our derivatives related to IPM agreements, respectively; and

$183 million and $661 million of increases, respectively, in LNG revenues, net of cost of sales and excluding changes in fair value of derivatives, primarily as a result of higher pricing per MMBtu between the comparable nine month periods including the effect of settlement of previously entered derivative instruments, as well as increased production volume due to the substantial completions of Trains 1 and 2 of the Corpus Christi Stage 3 Project in March 2025 and August 2025, respectively.

Partially offsetting these favorable changes between the comparable three and nine month periods were increased tax provisions of $72 million and $300 million, respectively, as further explained under the caption Income tax provision below, decreased sublease and subcharter income from our LNG vessels of $63 million and $207 million, respectively, due to fewer days the LNG vessels were subcontracted out and at lower rates in the current periods as compared to the same periods of 2024 and increased operating and maintenance expenses of $115 million between the comparable nine month periods primarily due to the completion of planned large-scale maintenance activities on two trains at the SPL Project.

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

Revenues

The $678 million and $3.3 billion increases in revenues between the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to:

$482 million and $2.7 billion increases, respectively, due to higher pricing per MMBtu primarily from increased Henry Hub pricing, to which the majority of our long-term LNG sales contracts are indexed;

$117 million and $301 million of gains, respectively, from agreements accounted for as derivative instruments included in revenues of which the gain between the three month periods was primarily attributable to the effect of settlement of previously entered derivative instruments and the gain between the nine month periods was primarily derived from a favorable change in fair value, as further described above under the caption Net income attributable to Cheniere; and

$149 million and $497 million increases, respectively, due to higher volumes of LNG delivered between the periods, primarily as a result of increased production volume due to the substantial completions of Trains 1 and 2 of the Corpus Christi Stage 3 Project in March 2025 and August 2025, respectively.

These favorable variances were partially offset by $63 million and $207 million decreases in sublease and subcharter income from our LNG vessels between the comparable three and nine month periods, respectively, due to fewer days the LNG vessels were subcontracted out and at lower rates in the current year as compared to the same periods of 2024.

Operating costs and expenses

The $508 million and $2.3 billion unfavorable variances between the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to:

$580 million and $2.6 billion increases, respectively, in cost of sales excluding the effect of derivative changes, substantially all related to the increases in cost of natural gas feedstock, largely due to the increase in U.S. natural gas prices as further described under the caption Revenues;

$115 million increase in operating and maintenance expense between the comparable nine month periods, primarily due to the completion of planned large-scale maintenance activities on two trains at the SPL Project and additional expenses from the substantial completions of Trains 1 and 2 of the Corpus Christi Stage 3 Project in March 2025 and August 2025, respectively; and

$32 million and $67 million increases, respectively, in depreciation, amortization and accretion expense, primarily as a result of substantial completions of Trains 1 and 2 of the Corpus Christi Stage 3 Project.

These unfavorable variances were partially offset by $92 million and $419 million of favorable changes in fair value of agreements accounted for as derivative instruments included in cost of sales between the comparable three and nine month periods, respectively, with the primary drivers of the variance described above under the caption Net income attributable to Cheniere.

Other income (expense)

The $9 million unfavorable variance between the three months ended September 30, 2025 and 2024 and the $34 million favorable variance between the nine months ended September 30, 2025 and 2024 were primarily attributable to:

$11 million and $68 million decreases in interest expense, net of capitalized interest, between the comparable three and nine month periods, respectively, due to $8 million and $38 million increases, respectively, in capitalized interest costs, given the higher carrying value of assets under construction and additionally due to $3 million and $30 million lower gross interest costs, respectively, due to debt reduction activities associated with our long-term capital allocation plan; and

$22 million increase in other income, net, between the comparable nine month periods primarily from a $26 million gain recognized on the sale of our equity interests in an equity method investment during the three months ended March 31, 2025.

These favorable variances were partially offset by $18 million and $58 million decreases in interest and dividend income between the comparable three and nine month periods, respectively, as a result of decreased interest rates and lower average cash and cash equivalents balances between the periods.

Income tax provision

The $72 million and $300 million unfavorable variances between the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to increases in our effective tax rate, as described below, as well as a higher income tax expense due to $161 million and $953 million increases in pre-tax income, respectively.

Our effective tax rate was 18.9% and 18.0% for the three and nine months ended September 30, 2025, respectively, as compared to 16.1% and 14.6% for the same periods of 2024, respectively. Our effective tax rate increased between the comparable periods primarily due to a decreased proportion of our pre-tax income attributable to CQP, which is partially not taxable to us, and a reduced Foreign Derived Intangible Income (“FDII”) deduction. Additionally contributing to the unfavorable variance in our effective tax rate between the comparable nine month periods was an increased tax expense due to a valuation allowance on a capital loss carryover generated on the sale of all of our equity interests in an equity method investment during the three months ended March 31, 2025, as discussed above under the caption Other income (expense). The effective tax rate for the comparable three and nine month periods was lower than the statutory rate of 21.0% primarily due to CQP’s income that is partially not taxable to us.

On July 4, 2025, the One Big Beautiful Bill Act(“OBBBA”) was signed into law with significant changes to the Internal Revenue Code that impact us, including, among other provisions, reinstating 100% accelerated tax bonus depreciation on qualifying assets acquired after January 19, 2025 and modifying the export-promoting FDII deduction rules, renamed to the Foreign Derived Deduction Eligible Income(“FDDEI”) under the OBBBA beginning in 2026.

We initially applied the relevant and effective provisions of the OBBBA in the third quarter of 2025, including provisions related to bonus depreciation. The legislation did not have a material impact on our income tax expense for the three months ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025. However, the 100% bonus depreciation provision under the OBBBA is expected to defer our tax liability, ultimately reducing our 2025 income taxes payable to a nominal amount, primarily due to the accelerated tax deduction on qualifying Corpus Christi Stage 3 Project assets.

Commencing with its effectiveness in 2026, we expect that the FDDEI regime will favorably impact our effective tax rate relative to prior policy, as a larger portion of our export-related income is projected to be eligible for a preferential tax rate despite an increase in the tax rate on qualifying sales. The FDDEI regime provides for an effective tax rate of 14%, a rate lower than the statutory corporate tax rate of 21%, on eligible sales of property or services to a foreign person for foreign use. Relative to the prior FDII tax provision, the FDDEI regime increases the effective tax rate on eligible sales but broadens qualifying income by eliminating certain asset-based eligibility constraints and removing the requirement to reduce eligible income by specified allocable expenses.

On September 30, 2025, the Internal Revenue Service (the“IRS”) issued Notice 2025-49 which includes, among other provisions, revised interim rules for calculating CAMT adjusted financial statement income, including rules allowing us to utilize and benefit from our existing net operating loss carryovers for both CAMT and regular tax in the same period. As a result, our cash tax obligations have been deferred and we are entitled to a refund of $380 million of previously paid CAMT, which has been recognized as a tax-related receivable as of September 30, 2025.

Net income attributable to non-controlling interests

The $67 million and $100 million decreases between the three and nine months ended September 30, 2025, respectively, as compared to the same periods of 2024, were primarily attributable to $129 million and $187 million decreases in CQP’s consolidated net income, respectively, primarily from unfavorable changes in fair value of agreements accounted for as derivative 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 we use to manage certain risks, are reported at fair value in our Consolidated Financial Statements. For commodity derivative instruments, including those related to our IPM agreements, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Notwithstanding the operational intent to mitigate risk exposure over time, the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, the use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control. For example, as described in Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

Commissioning volumes

Prior to substantial completion of a Train, amounts received from the sale of commissioning volumes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train and are necessary activities to bring the asset to the condition for its intended use. During the three and nine months ended September 30, 2025, we realized offsets to LNG terminal costs of $47 million and $102 million, respectively, corresponding to 6 TBtu and 12 TBtu, respectively, of LNG that were related to the sale of commissioning volumes. We did not record any offsets to LNG terminal costs during the three and nine months ended September 30, 2024.

Business Seasonality

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

Additional liquefaction capacities

The Corpus Christi Stage 3 Project and CCL Midscale Trains 8 & 9 Project are currently under construction and are expected to add over 15 mtpa of operational liquefaction capacity, inclusive of estimated debottlenecking opportunities, once all

Trains reach substantial completion, of which over 12 mtpa is still under construction or commissioning as of September 30, 2025. As of September 30, 2025, substantial completions for the first two Trains of the Corpus Christi Stage 3 Project have been achieved, and subsequently in October 2025, substantial completion for the third Train of the Corpus Christi Stage 3 Project was achieved. The operation and maintenance of these Trains and increased LNG volumes produced are expected to result in higher revenues and operating costs and expenses. However, prior to the commencement of long-term SPAs associated with these volumes, the additional volumes will be sold by our integrated marketing function at prevailing market prices. Additionally, potential expansion projects that increase the amount of LNG volumes produced, including those discussed above in Disciplined Accretive Growth, would also be expected to result in higher revenues and operating costs and expenses.

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