Cheniere Energy Inc. (LNG) 2021年年度報告「AMEX」.pdf

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1、2021CHENIERE ENERGY,INC.ANNUAL REPORT2021 Cheniere Energy,Inc.Annual ReportFULL YEAR 2021 FINANCIAL RESULTSCOMPLETED CONSTRUCTION OF INITIAL 9-TRAIN PLATFORMSUPPORTING THE LONG-TERM SUSTAINABILITY OF NATURAL GAS AND ITS ROLE IN THE TRANSITION TO A LOWER CARBON FUTURE FOR OUR CUSTOMERSCONSOLIDATED AD

2、JUSTED EBITDA1$1B OF ANNUAL DEBT REPAYMENT TARGETEDUNTIL INVESTMENT GRADE METRICS ACHIEVED$0.33/SHARE INAUGURAL QUARTERLY DIVIDENDPAID IN NOVEMBER 20213-YEAR$1B SHARE REPURCHASESHARE REPURCHASE PROGRAM RESET IN 4Q 2021ACCRETIVE GROWTHCORPUS CHRISTI STAGE III FID EXPECTED IN 2022DISTRIBUTABLE CASH FL

3、OW1GUIDANCE RANGESClimate Scenario Analysis2020 CR Report$4.9B$2.0BSabine Pass Train 6FIRST COMMISSIONING CARGO PRODUCED DECEMBER 2021-SUBSTANTIAL COMPLETION ACHIEVED FEBRUARY 2022Corpus Christi Train 3SUBSTANTIAL COMPLETION ACHIEVED MARCH 2021566 LNG CargoesRECORD NUMBER OF CARGOES EXPORTED(2,000 T

4、Btu)$4.6$5.0$4.6$4.9$1.8$2.1$4.3$4.6$1.6$1.9$4.1$4.4$3.9$4.2$1.4$1.7$1.2Nov.2020Feb.2021May.2021Aug.2021Nov.2021Nov.2020Feb.2021May.2021Aug.2021$1.5SIGNED CONTRACTS FOR 80 MILLION TONNES AND$11 BILLION OF FIXED FEES THROUGH 2042AND MOREINTRODUCED LONG-TERM COMPREHENSIVE CAPITAL ALLOCATION PLANCargo

5、Emissions TagsQMRV CollaborationLNG Life Cycle AssessmentCarbon Neutral CargoShipping Emissions Study+69%Total Return on LNG shares in 2021SHAREHOLDER LETTER 1Fellow shareholders,2021 was a record-breaking year for our company,marked by significant milestones throughout our business,including the co

6、mpletion of the construction of our initial 9-train platform and the introduction of our comprehensive long-term capital allocation plan.Having delivered on our increased full year EBITDA and Distributable Cash Flow guidance,our financial results are the product of the Cheniere teams relentless focu

7、s on execution,supported by fundamental strength in the global LNG market.Throughout 2021,the communities we operate in and serve continued to face challenges from the global pandemic,extreme weather events and unprecedented volatility in the global energy markets.As the title of our 2021 corporate

8、responsibility report,Built for the Challenge,suggests,we maintained our focus on execution and operational excellence throughout the year despite these challenges,upholding our responsibility to provide reliable energy to our customers across the globe and deliver on our promises to shareholders.Wh

9、ile we proved resilient in 2020,2021 showcased the power of the Cheniere platform we delivered on our increased financial guidance,produced record LNG volumes,and achieved significant execution milestones across our business,generating total returns of over 69%for our shareholders,.With the completi

10、on of the construction of our 9-train platform ahead of schedule and within budget,we have successfully transitioned from a developer into the worlds second largest LNG operator,affording our company significant competitive advantages as we leverage our LNG infrastructure platform to pursue discipli

11、ned,accretive growth.We strategically managed our operations through volatile global energy markets and gained significant commercial momentumAs we closed the door on 2020 and entered 2021,one thing remained constant volatility in global energy markets.Significant price increases across global gas a

12、nd LNG benchmarks resulted from a confluence of factors,including higher demand for our product,driven by the need to replenish inventories after a cold winter the year prior,improved economic activity around the world,and the continued structural shift to natural gas as a flexible,cleaner-burning,a

13、nd reliable source of energy.These conditions were exacerbated by rising coal and carbon prices in Europe,increased weather-driven demand in Latin America,constrained supply from some non-US LNG facilities and lower pipeline imports into Europe.In 2020,stakeholders in our industry were more concerne

14、d about security of demand than security of supply.That perspective has been reset by current market conditions,which have created significant tailwinds for long-term contracting of reliable and affordable LNG sources,like our Corpus Christi Stage 3 project.As the LNG market continued to tighten thr

15、oughout the year,long-term contracting activity accelerated with demand for near-term volumes predominating.Thanks to the reliability of our operations and the success of our origination and portfolio optimization teams,we were able to tailor LNG solutions to meet the needs of our customers in both

16、the short-and long-term.In 2021,we signed new contracts that will deliver over 80 million tonnes of LNG from 2021 through 2042 to a geographically diverse group of creditworthy counterparties,including Tourmaline,Sinochem Group,Foran Energy Group,ENN and Glencore.These long-term contracts underscore

17、 the markets need for new LNG supply and support our plans to sanction of Corpus Christi Stage 3 in 2022.10%+of global liquefactioncapacity4.5mtpa of new long-term contracts signed2 SHAREHOLDER LETTERWe reinforced our track record for operational excellence and seamless executionAlongside our EPC pa

18、rtner,Bechtel,we completed and placed into service Corpus Christi Train 3 in March and began commissioning Sabine Pass Train 6 in December both ahead of schedule and within budget.In fact,Sabine Pass Train 6 reached substantial completion in February 2022,over a year ahead of the guaranteed schedule

19、.This accelerated timing once again reflects the world-class standard of execution excellence consistently achieved by the Cheniere and Bechtel teams,and I am proud to have our nine-train platform across Sabine Pass and Corpus Christi completed safely,ahead of schedule and on budget.Since our first

20、cargo in early 2016,we have produced and exported over 2,000 cumulative LNG cargoes,totaling approximately 140 million tonnes of LNG,to customers in 37 different countries and regions around the world.During 2021 alone,we produced and exported 566 cargoes,totaling approximately 40 million tonnes.Hav

21、ing achieved this in just over 5 years is a testament to our teams commitment to operational excellence,which is a key component of our culture at Cheniere.Since 2017,our operational excellence program has enabled our total run-rate capacity to increase by over 12%,effectively adding another train o

22、f production capacity.None of these operational milestones could have been achieved without a focus on safety,which is at the core of our business,as evidenced by our consistent year-on-year improvements in safety since 2018.These achievements,together with a constructive LNG market environment,culm

23、inated in four consecutive raises to our full year 2021 Adjusted EBITDA1 guidance and three consecutive raises to our full year 2021 Distributable Cash Flow1 guidance.Because of the success achieved by our teams in terms of execution,operations and financial results,we reached a cash flow inflection

24、 point,which enabled us to design a long-term capital allocation plan to deliver value to our stakeholders for years to come.We introduced our comprehensive,long-term capital allocation planIn September we presented our comprehensive“all of the above”capital allocation plan,a strategic financial fra

25、mework designed to help ensure Chenieres long term success by strengthening our financial position,commencing meaningful shareholder returns,and committing to a disciplined approach to deploying growth capital.The capital allocation plan was enabled by our companys incredible success across our LNG

26、platform over the last 5+years.With nine trains now complete and operational,representing over$30 billion of capital invested in our LNG platform,we are at the point of significant cash flow generation.Our current forecast calls for$14 billion in cumulative distributable cash flow through 2024.Subst

27、antial Completion of Corpus Christi Train 3 and Sabine Pass Train 6 Completes Initial 9-Train Platform$1.2billionof debtpaydown7+bcfof natural gas delivered to Cheniere facilities dailySHAREHOLDER LETTER 3The plan to allocate this cash flow was built upon three guiding principles:a strong and sustai

28、nable balance sheet,financially disciplined accretive growth and returning capital to shareholders through share repurchases and dividends.The plan calls for approximately$1 billion in annual debt reduction until investment grade credit metrics are achieved,steady and meaningful capital returns to s

29、hareholders through the initiation of a quarterly dividend and the reset of our 3-year,$1 billion share repurchase authorization,and the commitment to maintaining disciplined growth capital investment parameters that will fund projects with a risk and return profile consistent with our existing 9-tr

30、ain platform.Thanks to the early completion of Sabine Pass Train 6 and the sustained strength of the LNG market,the timeline for achieving our debt reduction goals has accelerated from our initial 2024 target in 2021,we paid down$1.2 billion of indebtedness,and in 2022,we expect to comfortably excee

31、d the$1 billion target.As part of the capital allocation plan,we paid our inaugural quarterly dividend of$0.33/share on November 17th and repurchased over 100,000 shares for$9 million.In terms of growth,we expect to make a final investment decision on Corpus Christi Stage 3 in 2022.Reaching the poin

32、t at which our long-term,fee-based cash flows can sustain a comprehensive,long-term capital allocation plan was a significant milestone for our company and a longtime goal of our management team.We believe our comprehensive capital allocation plan reflects our track record of responsible stewardship

33、 of shareholder capital and provides for the long-term sustainability of our business through cycles.We are proud of the platform we have built at Cheniere and look forward to continuing to create and share value with our stakeholders.We significantly advanced our Environmental,Social,and Governance

34、 effortsOur achievements in advancing our environmental,social and governance(ESG)initiatives have positioned Cheniere as a leader among its peers,particularly in data-driven environmental transparency.Since establishing our climate and sustainability principles in 2018,we have made significant prog

35、ress towards supporting the sustainability of natural gas and securing its role as a long-term reliable form of cleaner-burning energy,supporting the transition to a lower carbon future for our customers and end-users globally.Each of the strategic advances we made in 2021 are built from our foundat

36、ional climate&sustainability principles.We started the year with the announcement of our Cargo Emissions Tags,which will provide our customers with transparent greenhouse gas emissions data associated with each LNG cargo produced at our liquefaction facilities starting in 2022.These Cargo Emissions

37、Tags are designed to enhance environmental transparency by quantifying the estimated emissions of LNG cargoes from the wellhead to the cargo delivery point.In support of this industry-first effort,we are collaborating with our natural gas suppliers,as well as academic institutions,to develop a robus

38、t quantification,monitoring,reporting,and verification(QMRV)program to help quantify GHG emissions at natural gas production sites in multiple basins.We also conducted the first shipping emissions study to directly measure methane emissions from an LNG carrier.Our work to measure emissions across ou

39、r value chain supported the publication of our peer-reviewed LNG life cycle assessment(LCA)in the American Chemical Society Sustainable Chemistry&Engineering Journal,which was the first-of-its-kind in our industry.In 2021,we also published the key findings from our climate scenario analysis,which is

40、 an important component of the Task Force on Climate-Related Financial Disclosures(TCFD)framework.The analysis enabled us to better understand the resilience of Chenieres existing and future business in various future climate scenarios through 2040.$0.33/shareinauguralquarterlydividendPublished 1st

41、Peer-Reviewed LNG Greenhouse Gas Lifecycle Assessment4 SHAREHOLDER LETTERAt Cheniere,we lead in accordance with our T.R.A.I.N.S.(Teamwork,Respect,Accountability,Integrity,Nimble and Safety)values and are committed to maintaining a workplace that fosters development and promotes inclusivity.As such,w

42、e continue to invest in our core human capital priorities attracting,engaging and developing talent and advancing Diversity,Equity and Inclusion(DEI)in our workforce,which we believe helps underpin our current and future success and our ability to generate long-term value for all our stakeholders.In

43、 2021,we grew our percentage of women and minorities in management,added two new female directors to our Board and increased the representation of racially and ethnically diverse employees across our workforce.In addition to cultivating a positive environment within Cheniere,we believe building stro

44、ng relationships with and supporting the communities in which we live and work is fundamental to our success.We focus community development initiatives on local skills training,job creation and targeted community investment.This supports the long-term development of our local communities and builds

45、critical relationships that support our business.In 2021,the Cheniere team gave back to our communities in a variety of ways,providing$4.6 million in direct community giving,8,000+hours of employee volunteer time,and hundreds of thousands of dollars in matching gifts and in-kind donations just to na

46、me a few.Included in these achievements,we implemented several new community giving initiatives in 2021.We provided$500,000 in Thurgood Marshall College Fund Scholarships for students at historically black colleges and universities proximate to our operations,partnered with the Houston Parks and Rec

47、reation Department to renovate 5 parks in under-resourced communities,contributed$100,000 to the Pathway to Small Business Recovery funding for minority and women-owned businesses in southwest Louisiana,contributed$100,000 towards a partnership with the City of Corpus Christi to address gaps in the

48、homelessness case management process,and provided COVID-19 aid to southwest India in the form of hospital beds and the construction of an oxygen generation plant.I am incredibly proud of what our team accomplished in 2021,and look forward to leveraging our many advantages and delivering significant

49、achievements in 2022.Thank you all for your continued support of Cheniere.Sincerely,Jack A.Fusco President and CEOLeading With Teamwork,Respect,Accountability,Integrity,Nimble and Safety(T.R.A.I.N.S.)+69%total return forshareholders8,500hoursof employeevolunteer time(1)Consolidated Adjusted EBITDA a

50、nd Distributable Cash Flow are non-GAAP measures.A reconciliation of Net income(loss)to common stockholders,the most comparable U.S.GAAP measure,is included in the appendix.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE

51、 SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2021orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number 001-16383CHENIERE ENERGY,INC.(Exact name of registrant as specified in its charter

52、)Delaware95-4352386(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)700 Milam Street,Suite 1900Houston,Texas 77002(Address of principal executive offices)(Zip Code)(713)375-5000(Registrants telephone number,including area code)Securities registered pur

53、suant to Section 12(b)of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock,$0.003 par valueLNGNYSE AmericanSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in

54、 Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.YesNoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exch

55、ange Act of 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Da

56、ta File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).YesNoIndicate by check mark whether the registrant is a large accelerated filer,an accelerat

57、ed filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerat

58、ed filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a)of the Exchange A

59、ct.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepar

60、ed orissued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was approximately$21.8 billion as of June 30,2021.As

61、of February 18,2022,the issuer had 254,397,855 shares of Common Stock outstanding.Documents incorporated by reference:The definitive proxy statement for the registrants Annual Meeting of Stockholders(to be filed within 120days of the close of the registrants fiscal year)is incorporated by reference

62、into Part III.PART IItems 1.and 2.Business and Properties5Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosure30PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6

63、.Reserved32Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures about Market Risk50Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements with Accountants on Accounting and Finan

64、cial Disclosure99Item 9A.Controls and Procedures99Item 9B.Other Information99Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections99PART IIIItem 14.Principal Accountant Fees and Services100PART IVItem 15.Exhibits and Financial Statement Schedules101Item 16.Form 10-K Summary127S

65、ignatures128CHENIERE ENERGY,INC.TABLE OF CONTENTSiDEFINITIONSAs used in this annual report,the terms listed below have the following meanings:Common Industry and Other TermsBcfbillion cubic feetBcf/dbillion cubic feet per dayBcf/yrbillion cubic feet per yearBcfebillion cubic feet equivalentDOEU.S.De

66、partment of EnergyEPCengineering,procurement and constructionFERCFederal Energy Regulatory CommissionFTA countriescountries with which the United States has a free trade agreement providing for national treatment fortrade in natural gasGAAPgenerally accepted accounting principles in the United State

67、sHenry Hubthe final settlement price(in USD per MMBtu)for the New York Mercantile Exchanges Henry Hubnatural gas futures contract for the month in which a relevant cargos delivery window is scheduled tobeginIPM agreementsintegrated production marketing agreements in which the gas producer sells to u

68、s gas on a global LNGindex price,less a fixed liquefaction fee,shipping and other costsLIBORLondon Interbank Offered RateLNGliquefied natural gas,a product of natural gas that,through a refrigeration process,has been cooled to aliquid state,which occupies a volume that is approximately 1/600th of it

69、s gaseous stateMMBtumillion British thermal units;one British thermal unit measures the amount of energy required to raisethe temperature of one pound of water by one degree Fahrenheitmtpamillion tonnes per annumnon-FTA countriescountries with which the United States does not have a free trade agree

70、ment providing for nationaltreatment for trade in natural gas and with which trade is permittedSECU.S.Securities and Exchange CommissionSOFRSecured Overnight Financing RateSPALNG sale and purchase agreementTBtutrillion British thermal units;one British thermal unit measures the amount of energy requ

71、ired to raisethe temperature of one pound of water by one degree FahrenheitTrainan industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas intoLNGTUAterminal use agreement1Abbreviated Legal Entity StructureThe following diagram depicts our abbreviated legal

72、 entity structure as of December 31,2021,including our ownershipof certain subsidiaries,and the references to these entities used in this annual report:Unless the context requires otherwise,references to“Cheniere,”the“Company,”“we,”“us”and“our”refer to CheniereEnergy,Inc.and its consolidated subsidi

73、aries,including our publicly traded subsidiary,CQP.Unless the context requires otherwise,references to the“CCH Group”refer to CCH,CCL and CCP,collectively.2This annual report contains certain statements that are,or may be deemed to be,“forward-looking statements”within themeaning of Section 27A of t

74、he Securities Act of 1933,as amended(the“Securities Act”),and Section 21E of the SecuritiesExchange Act of 1934,as amended(the“Exchange Act”).All statements,other than statements of historical or present facts orconditions,included herein or incorporated herein by reference are“forward-looking state

75、ments.”Included among“forward-looking statements”are,among other things:statements that we expect to commence or complete construction of our proposed LNG terminals,liquefactionfacilities,pipeline facilities or other projects,or any expansions or portions thereof,by certain dates,or at all;statement

76、s regarding future levels of domestic and international natural gas production,supply or consumption orfuture levels of LNG imports into or exports from North America and other countries worldwide or purchases ofnatural gas,regardless of the source of such information,or the transportation or other

77、infrastructure or demand forand 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 Chenieres capital deployment,including intent,ability,extent,and timin

78、g of capitalexpenditures,debt repayment,dividends,and share repurchases;statements regarding our future sources of liquidity and cash requirements;statements relating to the construction of our Trains and pipelines,including statements concerning the engagementof any EPC contractor or other contract

79、or and the anticipated terms and provisions of any agreement with any EPCor 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 ant

80、icipated timing thereof,and statements regarding theamounts of total LNG regasification,natural gas liquefaction or storage capacities that are,or may become,subjectto contracts;statements regarding counterparties to our commercial contracts,construction contracts and other contracts;statements rega

81、rding our planned development and construction of additional Trains or pipelines,including thefinancing of such Trains or pipelines;statements that our Trains,when completed,will have certain characteristics,including amounts of liquefactioncapacities;statements regarding our business strategy,our s

82、trengths,our business and operation plans or any other plans,forecasts,projections,or objectives,including anticipated revenues,capital expenditures,maintenance and operatingcosts and cash flows,any or all of which are subject to change;statements regarding legislative,governmental,regulatory,admini

83、strative or other public body actions,approvals,requirements,permits,applications,filings,investigations,proceedings or decisions;statements regarding our anticipated LNG and natural gas marketing activities;statements regarding the COVID-19 pandemic and its impact on our business and operating resu

84、lts,including anycustomers not taking delivery of LNG cargoes,the ongoing creditworthiness of our contractual counterparties,anydisruptions in our operations or construction of our Trains and the health and safety of our employees,and on ourcustomers,the global economy and the demand for LNG;any oth

85、er statements that relate to non-historical or future information;andother factors described in 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-lookingstatements.In some cases,forw

86、ard-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

87、forward-lookingstatements contained in this annual report are largely based on our expectations,which reflect estimates and assumptions madeby our management.These estimates and assumptions reflect our best judgment based on currently known market conditionsand other factors.Although we believe that

88、 such estimates are reasonable,they are inherently uncertain and involve a numberof risks and uncertainties beyond our control.In addition,assumptions may prove to be inaccurate.We caution that theCAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS3forward-looking statements contained in this a

89、nnual report are not guarantees of future performance and that such statementsmay not be realized or the forward-looking statements or events may not occur.Actual results may differ materially from thoseanticipated or implied in forward-looking statements as a result of a variety of factors describe

90、d in this annual report and in theother reports and other information that we file with the SEC.All forward-looking statements attributable to us or personsacting on our behalf are expressly qualified in their entirety by these risk factors.These forward-looking statements speak onlyas of the date m

91、ade,and other than as required by law,we undertake no obligation to update or revise any forward-lookingstatement or provide reasons why actual results may differ,whether as a result of new information,future events or otherwise.CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS4PART IITEMS 1.

92、AND 2.BUSINESS AND PROPERTIESGeneralCheniere Energy,Inc.(“Cheniere”),a Delaware corporation,is a Houston-based energy infrastructure companyprimarily engaged in LNG-related businesses.We provide clean,secure and affordable LNG to integrated energy companies,utilities and energy trading companies aro

93、und the world.We aspire to conduct our business in a safe and responsible manner,delivering a reliable,competitive and integrated source of LNG to our customers.LNG is natural gas(methane)in liquid form.The LNG we produce is shipped all over the world,turned back intonatural gas(called“regasificatio

94、n”)and then transported via pipeline to homes and businesses and used as an energy source thatis essential for heating,cooking and other industrial uses.Natural gas is a cleaner-burning,abundant and affordable source ofenergy.When LNG is converted back to natural gas,it can be used instead of coal,w

95、hich reduces the amount of pollutiontraditionally produced from burning fossil fuels,like sulfur dioxide and particulate matter that enters the air we breathe.Additionally,compared to coal,it produces significantly fewer carbon emissions.By liquefying natural gas,we are able toreduce its volume by 6

96、00 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquidform for efficient transport overseas.We own and operate the Sabine Pass LNG terminal in Louisiana,one of the largest LNG production facilities in theworld,through our ownership interest in and manag

97、ement agreements with Cheniere Energy Partners,L.P.(“CQP”),which is apublicly traded limited partnership that we created in 2007.As of December 31,2021,we owned 100%of the general partnerinterest and 48.6%of the limited partner interest in CQP.CQP owns the Sabine Pass LNG terminal located in Cameron

98、 Parish,Louisiana,which has natural gas liquefactionfacilities consisting of six operational Trains,with Train 6 which achieved substantial completion on February 4,2022,for atotal production capacity of approximately 30 mtpa of LNG(the“SPL Project”).The Sabine Pass LNG terminal also hasoperational

99、regasification facilities that include five LNG storage tanks with aggregate capacity of approximately 17 Bcfe,twoexisting marine berths and one under construction that can each accommodate vessels with nominal capacity of up to 266,000cubic meters and vaporizers with regasification capacity of appr

100、oximately 4 Bcf/d.CQP also owns a 94-mile pipeline throughits subsidiary,Cheniere Creole Trail Pipeline,L.P.(“CTPL”),that interconnects the Sabine Pass LNG terminal with a numberof large interstate pipelines(the“Creole Trail Pipeline”).We also own the Corpus Christi LNG terminal near Corpus Christi,

101、Texas,which has natural gas liquefaction facilitiesconsisting of three operational Trains for a total production capacity of approximately 15 mtpa of LNG.Additionally,weoperate a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate andintra

102、state natural gas pipelines(the“Corpus Christi Pipeline”and together with the Trains,the“CCL Project”)through oursubsidiaries Corpus Christi Liquefaction,LLC(“CCL”)and Cheniere Corpus Christi Pipeline,L.P.(“CCP”),respectively,aspart of the CCH Group.The CCL Project also includes three LNG storage ta

103、nks with aggregate capacity of approximately 10Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters.We are the largest producer of LNG in the United States and the second largest LNG producer globally,based on thetotal production capacity o

104、f our asset platforms of approximately 40 mtpa as of December 31,2021,which increased toapproximately 45 mtpa upon our ninth Train which achieved substantial completion on February 4,2022.We are also thelargest consumer of natural gas in the United States on a daily basis,at full utilization of the

105、Trains in operation.Additionally,separate from the CCH Group,we are developing an expansion of the Corpus Christi LNG terminaladjacent to the CCL Project(“Corpus Christi Stage 3”)through our subsidiary Cheniere Corpus Christi Liquefaction Stage III,LLC(“CCL Stage III”)for up to seven midscale Trains

106、 with an expected total production capacity of over 10 mtpa of LNG.We received approval from FERC in November 2019 to site,construct and operate the expansion project.Our customer arrangements provide us with significant,stable and long-term cash flows.As further discussed below,wecontract our antic

107、ipated production capacity under SPAs,in which our customers are generally required to pay a fixed fee withrespect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes,and under IPMagreements,in which the gas producer sells to us gas on a global LNG

108、 index price,less a fixed liquefaction fee,shipping and5other costs.We have contracted approximately 95%of the total production capacity from the SPL Project and the CCL Project(collectively,the“Liquefaction Projects”),including those contracts executed to support Corpus Christi Stage 3.Substantiall

109、yall of our contracted capacity is from contracts with terms exceeding 10 years.Excluding contracts with terms less than 10years,our SPAs and IPM agreements had approximately 17 years of weighted average remaining life as of December 31,2021.We also market and sell LNG produced by the Liquefaction P

110、rojects that is not required for other customers through ourintegrated marketing function.For further discussion of the contracted future cash flows under our revenue arrangements,seeItem 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and CapitalResou

111、rces.We remain focused on operational excellence and customer satisfaction.Increasing demand for LNG has allowed us toexpand our liquefaction infrastructure in a financially disciplined manner.We have increased available liquefaction capacity atour Liquefaction Projects as a result of debottleneckin

112、g and other optimization projects.We hold significant land positions atboth the Sabine Pass LNG terminal and the Corpus Christi LNG terminal,which provide opportunity for further liquefactioncapacity expansion.The development of these sites or other projects,including infrastructure projects in supp

113、ort of natural gassupply and LNG demand,will require,among other things,acceptable commercial and financing arrangements before we canmake a final investment decision(“FID”).Additionally,we are committed to the responsible and proactive management of our most important environmental,social and gover

114、nance(“ESG”)impacts,risks and opportunities.We published our 2020 Corporate Responsibility(“CR”)report,which details our strategy and progress on ESG issues,as well as our efforts on integrating climate considerations intoour business strategy and taking a leadership position on increased environmen

115、tal transparency,including conducting a climatescenario analysis and our plan to provide LNG customers with Cargo Emission Tags.In August 2021,we also announced apeer-reviewed LNG life cycle assessment study which allows for improved greenhouse gas emissions assessment,which waspublished in the Amer

116、ican Chemical Society Sustainable Chemistry&Engineering Journal.Our CR report is available on our website,including the CR report,is not incorporated by reference into this AnnualReport on Form 10-K.For further discussion on social and governance matters,see Human Capital Resources.Our Business Stra

117、tegyOur primary business strategy is to be a full service LNG provider to worldwide end-use customers.We accomplish thisobjective by owning,constructing and operating LNG and natural gas infrastructure facilities to meet our long-term customersenergy demands and:safely,efficiently and reliably opera

118、ting and maintaining our assets;procuring natural gas and pipeline transport capacity to our facilities;providing value to our customers through destination flexibility,options not to lift cargoes and diversity of price andgeography;continuing to secure long-term customer contracts to support our pl

119、anned expansion,including the FID of CorpusChristi Stage 3;completing our expansion construction projects safely,on-time and on-budget;maximizing the production of LNG to serve our customers and generating steady and stable revenues and operatingcash flows;maintaining a flexible capital structure to

120、 finance the acquisition,development,construction and operation of theenergy assets needed to supply our customers;executing our“all of the above”capital allocation strategy,focused on strengthening our balance sheet,fundingfinancially disciplined growth and returning capital to our shareholders;and

121、strategically identifying actionable environmental solutions.6Our BusinessWe shipped our first LNG cargo in February 2016 and as of February 18,2022,over 2,000 cumulative LNG cargoestotaling approximately 140 million tonnes of LNG have been produced,loaded and exported from the Liquefaction Projects

122、.Chenieres LNG has been shipped to 37 countries and regions around the world.Below is a discussion of our operations.For further discussion of our contractual obligations and cash requirementsrelated to these operations,refer to Item 7.Managements Discussion and Analysis of Financial Condition and R

123、esults ofOperationsLiquidity and Capital Resources.Sabine Pass LNG TerminalLiquefaction FacilitiesThe SPL Project is one of the largest LNG production facilities in the world.Through CQP we operate six Trains,including Train 6 which achieved substantial completion on February 4,2022,and two marine b

124、erths at the SPL Project,andare constructing a third marine berth.The SPL Project has a lump sum turnkey contract with Bechtel Oil,Gas and Chemicals,Inc.(“Bechtel”)for the EPC of Train 6 of the SPL Project.The following table summarizes the project completion andconstruction status of Train 6 as of

125、December 31,2021:SPL Train 6Overall project completion percentage99.5%Completion percentage of:Engineering100.0%Procurement100.0%Subcontract work99.6%Construction98.8%Date of substantial completionFebruary 4,2022The following summarizes the volumes of natural gas for which we have received approvals

126、 from FERC to site,construct and operate the SPL Project and the orders we have received from the DOE authorizing the export of domesticallyproduced LNG by vessel from the Sabine Pass LNG terminal through December 31,2050:FERC Approved VolumeDOE Approved Volume(in Bcf/yr)(in mtpa)(in Bcf/yr)(in mtpa

127、)FTA countries1,661.94331,661.9433Non-FTA countries1,661.94331,509.3(1)30(f y)(p)(f y)(p)(1)The authorization for an additional 152.64 Bcf/yr(approximately 3 mtpa)of natural gas is currently pending.Natural Gas Supply,Transportation and StorageSPL has secured natural gas feedstock for the Sabine Pas

128、s LNG terminal through long-term natural gas supplyagreements.Additionally,to ensure that SPL is able to transport natural gas feedstock to the Sabine Pass LNG terminal andmanage inventory levels,it has entered into transportation precedent and other agreements to secure firm pipeline transportation

129、and storage capacity from third parties.Regasification FacilitiesThe Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d and aggregate LNGstorage capacity of approximately 17 Bcfe.SPLNG has entered into two long-term,third party TUAs for an aggregate of 2Bcf/d,u

130、nder which SPLNGs customers are required to pay fixed monthly fees,whether or not they use the regasificationcapacity they have reserved at the Sabine Pass LNG terminal.The remaining approximately 2 Bcf/d of capacity has beenreserved under a TUA by SPL.7Corpus Christi LNG TerminalLiquefaction Facili

131、tiesWe operate three Trains and two marine berths at the CCL Project.We commenced commercial operating activities ofTrains 1,2 and 3 of the CCL Project in February 2019,August 2019 and March 2021,respectively.Separate from the CCHGroup,we are also developing Corpus Christi Stage 3 with up to seven m

132、idscale Trains through our subsidiary CCL Stage III,adjacent to the CCL Project.The following summarizes the volumes of natural gas for which we have received approvals from FERC to site,construct and operate the CCL Project and Corpus Christi Stage 3 and the orders we have received from the DOE aut

133、horizingthe export of domestically produced LNG by vessel from the Corpus Christi LNG terminal through December 31,2050:FERC Approved VolumeDOE Approved Volume(in Bcf/yr)(in mtpa)(in Bcf/yr)(in mtpa)CCL Project:FTA countries875.1617875.1617Non-FTA countries875.1617767(1)15Corpus Christi Stage 3:FTA

134、countries582.1411.45582.1411.45Non-FTA countries582.1411.45582.1411.45(f y)(p)(f y)(p)(1)The authorization for an additional 108.16 Bcf/yr(approximately 2 mtpa)of natural gas is currently pending.Pipeline FacilitiesIn November 2019,the FERC authorized CCP to construct and operate the pipeline for Co

135、rpus Christi Stage 3.Thepipeline will be designed to transport 1.5 Bcf/d of natural gas feedstock required by Corpus Christi Stage 3 from the existingregional natural gas pipeline grid.Natural Gas Supply,Transportation and StorageCCL has secured natural gas feedstock for the Corpus Christi LNG termi

136、nal through traditional long-term natural gassupply and IPM agreements.CCL Stage III has also entered into long-term natural gas supply contracts with third parties,including IPM agreements,and anticipates continuing to enter into such agreements,in order to secure natural gas feedstock forCorpus Ch

137、risti Stage 3.Additionally,to ensure that CCL is able to transport and manage the natural gas feedstock to theCorpus Christi LNG terminal,it has entered into transportation precedent and other agreements to secure firm pipelinetransportation and storage capacity from third parties.Final Investment D

138、ecision for Corpus Christi Stage 3FID for Corpus Christi Stage 3 will be subject to,among other things,entering into an EPC contract for the project andsecuring the necessary financing arrangements.MarketingWe market and sell LNG produced by the Liquefaction Projects that is not required for other c

139、ustomers through CheniereMarketing,our integrated marketing function.We have,and continue to develop,a portfolio of long-,medium-and short-termSPAs to transport and unload commercial LNG cargoes to locations worldwide.8CustomersInformation regarding our customer contracts can be found in Item 7.Mana

140、gements Discussion and Analysis ofFinancial Condition and Results of OperationsLiquidity and Capital Resources.The following table shows customers with revenues of 10%or greater of total revenues from external customers:Percentage of Total Revenues from External CustomersYear Ended December 31,20212

141、0202019BG Gulf Coast LNG,LLC and affiliates12%14%16%Naturgy LNG GOM,Limited12%12%10%Korea Gas Corporation10%10%11%GAIL(India)Limited*10%11%*Less than 10%All of the above customers contribute to our LNG revenues through SPA contracts.Governmental RegulationOur LNG terminals and pipelines are subject

142、to extensive regulation under federal,state and local statutes,rules,regulations and laws.These laws require that we engage in consultations with appropriate federal and state agencies and thatwe obtain and maintain applicable permits and other authorizations.These rigorous regulatory requirements i

143、ncrease the costof construction and operation,and failure to comply with such laws could result in substantial penalties and/or loss of necessaryauthorizations.Federal Energy Regulatory CommissionThe design,construction,operation,maintenance and expansion of our liquefaction facilities,the import or

144、 export ofLNG and the purchase and transportation of natural gas in interstate commerce through our pipelines(including our CreoleTrail Pipeline and Corpus Christi Pipeline)are highly regulated activities subject to the jurisdiction of the FERC pursuant to theNatural Gas Act of 1938,as amended(the“N

145、GA”).Under the NGA,the FERCs jurisdiction generally extends to thetransportation of natural gas in interstate commerce,to the sale for resale of natural gas in interstate commerce,to natural gascompanies engaged in such transportation or sale and to the construction,operation,maintenance and expansi

146、on of LNGterminals and interstate natural gas pipelines.The FERCs authority to regulate interstate natural gas pipelines and the services that they provide generally includesregulation of:rates and charges,and terms and conditions for natural gas transportation,storage and related services;the certi

147、fication and construction of new facilities and modification of existing facilities;the extension and abandonment of services and facilities;the administration of accounting and financial reporting regulations,including the maintenance of accounts andrecords;the acquisition and disposition of facili

148、ties;the initiation and discontinuation of services;andvarious other matters.Under the NGA,our pipelines are not permitted to unduly discriminate or grant undue preference as to rates or the termsand conditions of service to any shipper,including its own marketing affiliate.Those rates,terms and con

149、ditions must bepublic,and on file with the FERC.In contrast to pipeline regulation,the FERC does not require LNG terminal owners toprovide open-access services at cost-based or regulated rates.Although the provisions that codified FERCs policy in this areaexpired on January 1,2015,we see no indicati

150、on that the FERC intends to change its policy in this area.On February 18,2022,9FERC updated its 1999 Policy Statement on certification of new interstate natural gas facilities and the framework for FERCsdecision-making process,which would now include,among other things,reasonably foreseeable greenh

151、ouse gas emissions thatmay be attributable to the project and the projects impact on environmental justice communities.These FERC changes are thefirst revision in more than 20 years to FERCs policy for the certification of new interstate natural gas pipeline projects underSection 7 of the NGA.The up

152、dated Policy Statement has more limited applicability to LNG projects regulated under Section 3of the Natural Gas Act.While the impact on our future projects and expansions is not known at this time,we do not expect it tohave a material adverse effect on our operations.We are permitted to make sales

153、 of natural gas for resale in interstate commerce pursuant to a blanket marketingcertificate granted by the FERC with the issuance of our Certificate of Public Convenience and Necessity to our marketingaffiliates.Our sales of natural gas will be affected by the availability,terms and cost of pipelin

154、e transportation.As notedabove,the price and terms of access to pipeline transportation are subject to extensive federal and state regulation.In order to site,construct and operate our LNG terminals,we received and are required to maintain authorizations fromthe FERC under Section 3 of the NGA as we

155、ll as other material governmental and regulatory approvals and permits.TheEnergy Policy Act of 2005(the“EPAct”)amended Section 3 of the NGA to establish or clarify the FERCs exclusive authorityto approve or deny an application for the siting,construction,expansion or operation of LNG terminals,unles

156、s specificallyprovided otherwise in the EPAct,amendments to the NGA.For example,nothing in the EPAct amendments to the NGA wereintended to affect otherwise applicable law related to any other federal agencys authorities or responsibilities related to LNGterminals or those of a state acting under fed

157、eral law.The FERC issued its final Order Granting Section 3 Authority(“Order”)in April 2012 approving our application for anorder under Section 3 of the NGA authorizing the siting,construction and operation of Trains 1 through 4 of the SPL Project(and related facilities).Subsequently,in May 2012,the

158、 FERC issued written approval to commence site preparation work forTrains 1 through 4.In October 2012,we applied to amend the FERC approval to reflect certain modifications to the SPLProject,and in August 2013,the FERC issued an Order approving the modifications.In October 2013,we applied to further

159、amend the FERC approval,requesting authorization to increase the total permitted LNG production capacity of Trains 1through 4 from the then authorized 803 Bcf/yr to 1,006 Bcf/yr so as to more accurately reflect the estimated maximum LNGproduction capacity of Trains 1 through 4.In February 2014,the F

160、ERC issued an order approving the October 2013 application(the“February 2014 Order”).A party to the proceeding requested a rehearing of the February 2014 Order,and in September2014,the FERC issued an order denying the rehearing request(the“FERC Order Denying Rehearing”).The party petitionedthe U.S.C

161、ourt of Appeals for the District of Columbia Circuit(the“Court of Appeals”)to review the February 2014 Order andthe FERC Order Denying Rehearing.The court denied the petition in June 2016.In September 2013,we filed an applicationwith the FERC for authorization to add Trains 5 and 6 to the SPL Projec

162、t,which was granted by the FERC in an Order issued inApril 2015 and an Order denying rehearing issued in June 2015.These Orders are not subject to appellate court review.InOctober of 2018,SPL applied to the FERC for authorization to add a third marine berth to the Sabine Pass LNG terminalfacilities,

163、which FERC approved in February of 2020.FERC issued written approval to commence site preparation work forthe third berth in June 2020.The Creole Trail Pipeline,which interconnects with the Sabine Pass LNG terminal,holds a certificate of publicconvenience and necessity from the FERC under Section 7

164、of the NGA.The FERCs approval under Section 7 of the NGA,aswell as several other material governmental and regulatory approvals and permits,is required prior to making any modificationsto the Creole Trail Pipeline as it is a regulated,interstate natural gas pipeline.In February 2013,the FERC approve

165、d CTPLsapplication for authorization to construct,own,operate and maintain certain new facilities in order to enable bi-directionalnatural gas flow on the Creole Trail Pipeline system to allow for the delivery of up to 1,530,000 Dekatherms per day of feed gasto the Sabine Pass LNG terminal.In Novemb

166、er 2013,CTPL received approval from the Louisiana Department ofEnvironmental Quality(“LDEQ”)for the proposed modifications and construction was completed in 2015.In September 2013,as part of the Application for Trains 5 and 6,we filed an application with the FERC for authorization to construct and o

167、peratean extension and expansion of Creole Trail Pipeline and related facilities in order to deliver additional domestic natural gassupplies to the Sabine Pass LNG terminal,which was granted by the FERC in an order issued in April 2015 and an orderdenying rehearing issued in June 2015.These orders a

168、re not subject to appellate court review.In December 2014,the FERC issued an order granting CCL authorization under Section 3 of the NGA to site,constructand operate Trains 1 through 3 of the CCL Project and issued a certificate of public convenience and necessity under Section7(c)of the NGA authori

169、zing construction and operation of the Corpus Christi Pipeline(the“December 2014 Order”).A partyto the proceeding requested a rehearing of the December 2014 Order,and in May 2015,the FERC denied rehearing(the“Order10Denying Rehearing”).The party petitioned the relevant Court of Appeals to review the

170、 December 2014 Order and the OrderDenying Rehearing;that petition was denied on November 4,2016.In June of 2018,CCL Stage III,CCL and Corpus ChristiPipeline filed an application with the FERC for authorization under Section 3 of the NGA to site,construct and operate CorpusChristi Stage 3 at the exis

171、ting CCL Project and pipeline locations.In November 2019,the FERC authorized Corpus ChristiStage 3.Corpus Christi Stage 3 consists of the addition of seven midscale Trains and related facilities.The order is not subjectto appellate court review.In 2020,FERC authorized Corpus Christi Pipeline to cons

172、truct and operate a portion of CorpusChristi Stage 3(Sinton Compressor Station Unit No.1)on an interim basis independently from the remaining Corpus ChristiStage 3 facilities,which received FERC approval for in-service in December 2020.On September 27,2019,CCL and SPL filed a request with the FERC p

173、ursuant to Section 3 of the NGA,requestingauthorization to increase the total LNG production capacity of each terminal from currently authorized levels to an amountwhich reflects more accurately the capacity of each facility based on enhancements during the engineering,design andconstruction process

174、,as well as operational experience to date.The requested authorizations do not involve construction ofnew facilities.Corresponding applications for authorization to export the incremental volumes were also submitted to the DOE.The DOE issued Orders granting authorization to export LNG to FTA countri

175、es in April 2020.The DOE authorization forexport to non-FTA countries is still pending.In October 2021,the FERC issued its Orders Amending Authorization underSection 3 of the NGA.The FERCs Standards of Conduct apply to interstate pipelines that conduct transmission transactions with an affiliatethat

176、 engages in natural gas marketing functions.The general principles of the FERC Standards of Conduct are:(1)independentfunctioning,which requires transmission function employees to function independently of marketing function employees;(2)no-conduit rule,which prohibits passing transmission function

177、information to marketing function employees;and(3)transparency,which imposes posting requirements to detect undue preference due to the improper disclosure of non-publictransmission function information.We have established the required policies,procedures and training to comply with theFERCs Standar

178、ds of Conduct.All of our FERC construction,operation,reporting,accounting and other regulated activities are subject to audit by theFERC,which may conduct routine or special inspections and issue data requests designed to ensure compliance with FERCrules,regulations,policies and procedures.The FERCs

179、 jurisdiction under the NGA allows it to impose civil and criminalpenalties for any violations of the NGA and any rules,regulations or orders of the FERC up to approximately$1.3 million perday per violation,including any conduct that violates the NGAs prohibition against market manipulation.Several

180、other material governmental and regulatory approvals and permits will be required throughout the life of ourLNG terminals and our pipelines.In addition,our FERC orders require us to comply with certain ongoing conditions,reportingobligations and maintain other regulatory agency approvals throughout

181、the life of our facilities.For example,throughout thelife of our LNG terminals and our pipelines,we are subject to regular reporting requirements to the FERC,the Department ofTransportations(“DOT”)Pipeline and Hazardous Materials Safety Administration(“PHMSA”)and applicable federal andstate regulato

182、ry agencies regarding the operation and maintenance of our facilities.To date,we have been able to obtain andmaintain required approvals as needed,and the need for these approvals and reporting obligations have not materially affectedour construction or operations.DOE Export LicensesThe DOE has auth

183、orized the export of domestically produced LNG by vessel from the Sabine Pass LNG terminal asdiscussed in Sabine Pass LNG TerminalLiquefaction Facilities and the Corpus Christi LNG terminal as discussed in CorpusChristi LNG TerminalLiquefaction Facilities.Although it is not expected to occur,the los

184、s of an export authorization couldbe a force majeure event under our SPAs.Under Section 3 of the NGA applications for exports of natural gas to FTA countries,which allow for national treatmentfor trade in natural gas,are“deemed to be consistent with the public interest”and shall be granted by the DO

185、E without“modification or delay.”FTA countries currently recognized by the DOE for exports of LNG include Australia,Bahrain,Canada,Chile,Colombia,Dominican Republic,El Salvador,Guatemala,Honduras,Jordan,Mexico,Morocco,Nicaragua,Oman,Panama,Peru,Republic of Korea and Singapore.FTAs with Israel and Co

186、sta Rica do not require national treatment fortrade in natural gas.Applications for export of LNG to non-FTA countries are considered by the DOE in a notice and commentproceeding whereby the public and other interveners are provided the opportunity to comment and may assert that suchauthorization wo

187、uld not be consistent with the public interest.11Pipeline and Hazardous Materials Safety AdministrationOur LNG terminals as well as the Creole Trail Pipeline and the Corpus Christi Pipeline are subject to regulation byPHMSA.PHMSA is authorized by the applicable pipeline safety laws to establish mini

188、mum safety standards for certainpipelines and LNG facilities.The regulatory standards PHMSA has established are applicable to the design,installation,testing,construction,operation,maintenance and management of natural gas and hazardous liquid pipeline facilities and LNGfacilities that affect inters

189、tate or foreign commerce.PHMSA has also established training,worker qualification and reportingrequirements.PHMSA performs inspections of pipeline and LNG facilities and has authority to undertake enforcement actions,including issuance of civil penalties up to approximately$225,000 per day per viola

190、tion,with a maximum administrative civilpenalty of approximately$2.25 million for any related series of violations.Other Governmental Permits,Approvals and AuthorizationsConstruction and operation of the Sabine Pass LNG terminal and the CCL Project require additional permits,orders,approvals and con

191、sultations to be issued by various federal and state agencies,including the DOT,U.S.Army Corps ofEngineers(“USACE”),U.S.Department of Commerce,National Marine Fisheries Service,U.S.Department of the Interior,U.S.Fish and Wildlife Service,the U.S.Environmental Protection Agency(the“EPA”),U.S.Departme

192、nt of HomelandSecurity,the LDEQ,the Texas Commission on Environmental Quality(“TCEQ”)and the Railroad Commission of Texas(“RRC”).The USACE issues its permits under the authority of the Clean Water Act(“CWA”)(Section 404)and the Rivers andHarbors Act(Section 10).The EPA administers the Clean Air Act(

193、“CAA”),and has delegated authority to the TCEQ andLDEQ to issue the Title V Operating Permit(the“Title V Permit”)and the Prevention of Significant Deterioration Permit(the“PSD Permit”).These two permits are issued by the LDEQ for the Sabine Pass LNG terminal and CTPL and by the TCEQ forthe CCL Proje

194、ct.Commodity Futures Trading Commission(“CFTC”)The Dodd-Frank Wall Street Reform and Consumer Protection Act(the“Dodd-Frank Act”)amended the CommodityExchange Act to provide for federal regulation of the over-the-counter derivatives market and entities,such as us,thatparticipate in those markets.The

195、 CFTC has enacted a number of regulations pursuant to the Dodd-Frank Act,including thespeculative position limit rules which became effective on March 15,2021 and have a phased-in compliance date that began onJanuary 1,2022.Given the recent enactment of the speculative position limit rules,as well a

196、s the impact of other rules andregulations under the Dodd-Frank Act,the impact of such rules and regulations on our business continues to be uncertain.As required by the Dodd-Frank Act,the CFTC and federal banking regulators also adopted rules requiring Swap Dealers(as defined in the Dodd-Frank Act)

197、,including those that are regulated financial institutions,to collect initial and/or variationmargin with respect to uncleared swaps from their counterparties that are financial end users,registered swap dealers or majorswap participants.These rules do not require collection of margin from non-finan

198、cial-entity end users who qualify for the enduser exception from the mandatory clearing requirement or from non-financial end users or certain other counterparties incertain instances.We qualify as a non-financial-entity end user with respect to the swaps that we enter into to hedge ourcommercial ri

199、sks.Pursuant to the Dodd-Frank Act,the CFTC adopted additional anti-manipulation and anti-disruptive trading practicesregulations that prohibit,among other things,manipulative,deceptive or fraudulent schemes or material misrepresentation inthe futures,options,swaps and cash markets.In addition,separ

200、ate from the Dodd-Frank Act,our use of futures and options oncommodities is subject to the Commodity Exchange Act and CFTC regulations,as well as the rules of futures exchanges onwhich any of these instruments are executed.Should we violate any of these laws and regulations,we could be subject to aC

201、FTC or an exchange enforcement action and material penalties,possibly resulting in changes in the rates we can charge.12United Kingdom/European RegulationsOur European trading activities,which are primarily established in and operated out of the United Kingdom(“UK”),aresubject to a number of Europea

202、n Union(“EU”)and UK laws and regulations,including but not limited to:the European Market Infrastructure Regulation(“EMIR”),which was designed to increase the transparency andstability of the European Economic Area(“EEA”)derivatives markets;the Regulation on Wholesale Energy Market Integrity and Tra

203、nsparency(“REMIT”),which prohibits marketmanipulation and insider trading in EEA wholesale energy markets and imposes various transparency and otherobligations on participants active in these markets;the Markets in Financial Instruments Directive and Regulation(“MiFID II”),which sets forth a financi

204、al servicesframework across the EEA,including rules for firms engaging in investment services and activities in connection withcertain financial instruments,including a range of commodity derivatives;andthe Market Abuse Regulation(“MAR”),which was implemented to create an enhanced market abuse frame

205、work,andwhich applies to all financial instruments listed or traded on EEA trading venues as well as other over-the-counter(“OTC”)financial instruments priced on,or impacting,the trading venue contract.Following the UKs departure from the EU(“Brexit”),the EU-wide rules that applied to the UK while i

206、t was a memberof the EU(and during the transition period)have been replicated,subject to certain amendments,to create a parallel set of rulesapplicable only in the UK.As a result,we are subject to two sets of substantively similar rules based on the same underlyinglegislation:(i)one set of rules tha

207、t apply in the EEA(i.e.not including the UK)(the“EEA Rules”);and(ii)one set of rules thatapply only in the UK(the“UK Onshored Rules”).To the extent our trading activities have a nexus with the EEA,we comply with the EEA Rules.However,as our tradingactivities are primarily operated out of the UK,the

208、main rules that impact and apply to us on a day-to-day basis are the UKOnshored Rules.In particular,under the UK Onshored Rules,firms engaging in investment services and activities under UK MiFID IImust be authorized unless an exemption applies,and we qualify for an exemption and therefore do not ne

209、ed to be authorizedunder UK MiFID II.In addition to the UK Onshored Rules,we are also subject to a separate,UK-specific regime that is not based on priorEU/EEA legislation.This is primarily set out in the UKs Financial Services and Markets Act 2000(“FSMA”)and FinancialServices and Markets Act 2000(R

210、egulated Activities)Order 2001(“RAO”),which,among other things,governs the regulationof financial services and markets in the UK,and contains a definitive list of the specified kinds of activities and products thatare regulated.Under these UK-specific rules,a firm engaging in regulated activities mu

211、st be authorized unless an exclusionapplies.We qualify under applicable exclusions and therefore are not required to be authorized under the UK FSMA/RAOregime.Any violation of the foregoing laws and regulations could result in investigations,possible fines and penalties,and insome scenarios,criminal

212、 offenses,as well as reputational damage.Brexit and EquivalenceThe UK withdrew from the EU on January 31,2020,with the transition period ending as of January 1,2021.A tradedeal(the“Deal”)was agreed and ratified by both the UK and the EU,avoiding a“no deal”Brexit.One area notably absent from the Deal

213、 was financial services.The UK and EU are working towards formally agreeing amemorandum of understanding(the“MoU”)on access to financial services,the text of which was agreed in principle in March2021.This was expected to be formally ratified and published in 2021,but so far this has not occurred.In

214、 any event,an MoUwould be less far-reaching than a legal text such as an international treaty.The issue of whether the UKs financial system will be granted“equivalence”by the EU(the scenario that would resultin the least disruption and would treat compliance with UK rules as being equivalent to comp

215、liance with the corresponding EUrules)has not been resolved,and at present seems unlikely to be agreed.The UK also has the right to declare whether EU13financial services rules are“equivalent”to its own rules.Each sides equivalence decision will be made unilaterally,and couldbe withdrawn unilaterall

216、y as well.Additionally,there is no guarantee that any equivalence decision,if granted,will be comprehensive across all financialservices.In the meantime,UK firms must comply with the UK Onshored Rules.Environmental RegulationOur LNG terminals are subject to various federal,state and local laws and r

217、egulations relating to the protection of theenvironment and natural resources.These environmental laws and regulations require significant expenditures for compliance,can affect the cost and output of operations and may impose substantial penalties for non-compliance and substantial liabilitiesfor p

218、ollution.Many of these laws and regulations,such as those noted below,restrict or prohibit impacts to the environment orthe types,quantities and concentration of substances that can be released into the environment and can lead to substantialadministrative,civil and criminal fines and penalties for

219、non-compliance.Clean Air ActOur LNG terminals are subject to the federal CAA and comparable state and local laws.We may be required to incurcertain capital expenditures over the next several years for air pollution control equipment in connection with maintaining orobtaining permits and approvals ad

220、dressing air emission-related issues.We do not believe,however,that our operations,or theconstruction and operations of our liquefaction facilities,will be materially and adversely affected by any such requirements.In 2009,the EPA promulgated and finalized the Mandatory Greenhouse Gas Reporting Rule

221、 requiring annual reportingof greenhouse gas(“GHG”)emissions from stationary sources in a variety of industries.In 2010,the EPA expanded the rule toinclude reporting obligations for LNG terminals.In addition,the EPA has defined GHG emissions thresholds that wouldsubject GHG emissions from new and mo

222、dified industrial sources to regulation if the source is subject to PSD Permitrequirements due to its emissions of non-GHG criteria pollutants.While the EPA subsequently took a number of additionalactions primarily relating to GHG emissions from the electric power generation and the oil and gas expl

223、oration and productionindustries,those rules were largely stayed or repealed during the Trump Administration including by amendments adopted bythe EPA on February 23,2018 and additional amendments to new source performance standards for the oil and gas industry onSeptember 14 and 15,2020.On November

224、 15,2021,the EPA proposed new regulations to reduce methane emissions fromboth new and existing sources within the Crude Oil and Natural Gas source category.The proposed regulations if finalized,would result in more stringent requirements for new sources,expand the types of new sources covered,and f

225、or the first time,establish emissions guidelines for existing sources in the Crude Oil and Natural Gas source category.We are supportive ofregulations reducing GHG emissions over time.From time to time,Congress has considered proposed legislation directed at reducing GHG emissions.In addition,manyst

226、ates have already taken regulatory action to monitor and/or reduce emissions of GHGs,primarily through the development ofGHG emission inventories or regional GHG cap and trade programs.It is not possible at this time to predict how futureregulations or legislation may address GHG emissions and impac

227、t our business.However,future regulations and laws couldresult in increased compliance costs,the imposition of taxes or fees related to GHG emissions or additional operatingrestrictions and could have a material adverse effect on our business,contracts,financial condition,operating results,cash flow

228、,liquidity and prospects.Coastal Zone Management Act(“CZMA”)The siting and construction of our LNG terminals within the coastal zone is subject to the requirements of the CZMA.The CZMA is administered by the states(in Louisiana,by the Department of Natural Resources,and in Texas,by the GeneralLand O

229、ffice).This program is implemented to ensure that impacts to coastal areas are consistent with the intent of the CZMAto manage the coastal areas.Clean Water ActOur LNG terminals are subject to the federal CWA and analogous state and local laws.The CWA imposes strictcontrols on the discharge of pollu

230、tants into the navigable waters of the United States,including discharges of wastewater andstorm water runoff and fill/discharges into waters of the United States.Permits must be obtained prior to discharging pollutants14into state and federal waters.The CWA is administered by the EPA,the USACE and

231、by the states(in Louisiana,by the LDEQ,and in Texas,by the TCEQ).The CWA regulatory programs,including the Section 404 dredge and fill permitting program andSection 401 water quality certification program carried out by the states,are frequently the subject of shifting agencyinterpretations and lega

232、l challenges,which at times can result in permitting delays.Resource Conservation and Recovery Act(“RCRA”)The federal RCRA and comparable state statutes govern the generation,handling and disposal of solid and hazardouswastes and require corrective action for releases into the environment.When such

233、wastes are generated in connection with theoperations of our facilities,we are subject to regulatory requirements affecting the handling,transportation,treatment,storageand disposal of such wastes.Protection of Species,Habitats and WetlandsVarious federal and state statutes,such as the Endangered Sp

234、ecies Act,the Migratory Bird Treaty Act,the CWA and theOil Pollution Act,prohibit certain activities that may adversely affect endangered or threatened animal,fish and plant speciesand/or their designated habitats,wetlands,or other natural resources.If one of our LNG terminals or pipelines adversely

235、 affectsa protected species or its habitat,we may be required to develop and follow a plan to avoid those impacts.In that case,siting,construction or operation may be delayed or restricted and cause us to incur increased costs.It is not possible at this time to predict how future regulations or legi

236、slation may address protection of species,habitatsand wetlands and impact our business.However,we do not believe that our operations,or the construction and operations ofour liquefaction facilities,will be materially and adversely affected by such regulatory actions.Market Factors and CompetitionMar

237、ket FactorsOur ability to enter into additional long-term SPAs to underpin the development of additional Trains,sale of LNG byCheniere Marketing,or development of new projects is subject to market factors.These factors include changes in worldwidesupply and demand for natural gas,LNG and substitute

238、products,the relative prices for natural gas,crude oil and substituteproducts in North America and international markets,the rate of fuel switching for power generation from coal,nuclear or oil tonatural gas,economic growth in developing countries and other related factors such as the effects of the

239、 COVID-19 pandemic.In addition,our ability to obtain additional funding to execute our business strategy is subject to the investment communitysappetite for investment in LNG and natural gas infrastructure and our ability to access capital markets.We expect that global demand for natural gas and LNG

240、 will continue to increase as nations seek more abundant,reliableand environmentally cleaner fuel alternatives to oil and coal.Players around the globe have shown commitments toenvironmental goals consistent with many policy initiatives that we believe are constructive for LNG demand and infrastruct

241、uregrowth.Currently,significant amounts of money are being invested across Europe and Asia in natural gas projects underconstruction,and more continues to be earmarked to planned projects globally.Some examples include Indias commitment toinvest over$60 billion to usher a gas-based economy,around$10

242、0 billion earmarked for Europes gas infrastructure buildout,and Chinas hundreds of billions all along the natural gas value chain.We highlight regasification capacity,which will not onlyexpand existing import capacities in rapidly growing markets like China and India,but also add new import markets

243、all over theglobe,raising the total number of import markets to approximately 60 by 2030 from 43 in 2020 and just 15 markets as recentlyas 2005.As a result of these dynamics,global demand for natural gas is projected by the International Energy Agency to grow byapproximately 20 trillion cubic feet(“

244、Tcf”)between 2020 and 2030 and 33 Tcf between 2020 and 2040.LNGs share is seengrowing from about 11%in 2020 to about 12%of the global gas market in 2030 and 14%in 2040.Wood Mackenzie Limited(“WoodMac”)forecasts that global demand for LNG will increase by approximately 57%,from 366.6 mtpa,or 17.6 Tcf

245、,in2020,to 576.5 mtpa,or 27.7 Tcf,in 2030 and to 734.5 mtpa or 35.3 Tcf in 2040.WoodMac also forecasts LNG productionfrom existing operational facilities and new facilities already under construction will be able to supply the market withapproximately 517 mtpa in 2030,declining to 456 mtpa in 2040.T

246、his could result in a market need for construction of anadditional approximately 60 mtpa of LNG production by 2030 and about 279 mtpa by 2040.As a cleaner burning fuel with farlower emissions than coal or liquid fuels in power generation,we expect gas and LNG to play a central role in balancing grid

247、s15and contributing to a low carbon energy system globally.We believe the capital and operating costs of the uncommittedcapacity of our Liquefaction Projects and Corpus Christi Stage 3 are competitive with new proposed projects globally and weare well-positioned to capture a portion of this incremen

248、tal market need.We have limited exposure to oil price movements as we have contracted a significant portion of our LNG productioncapacity under long-term sale and purchase agreements.These agreements contain fixed fees that are required to be paid evenif the customers elect to cancel or suspend deli

249、very of LNG cargoes.We have contracted approximately 95%of the totalproduction capacity from the Liquefaction Projects,including those contracts executed to support Corpus Christi Stage 3.Substantially all of our contracted capacity is from contracts with terms exceeding 10 years.Excluding contracts

250、 with termsless than 10 years,our SPAs and IPM agreements had approximately 17 years of weighted average remaining life as ofDecember 31,2021.CompetitionDespite the long term nature of our SPAs,when SPL,CCL or our integrated marketing function need to replace oramend any existing SPA or enter into n

251、ew SPAs,they will compete with each other and other natural gas liquefaction projectsthroughout the world on the basis of price per contracted volume of LNG at that time.Revenues associated with anyincremental volumes,including those sold by our integrated marketing function,will also be subject to

252、market-based pricecompetition.Many of the companies with which we compete are major energy corporations with longer operating histories,more development experience,greater name recognition,greater financial,technical and marketing resources and greater accessto LNG markets than us.SPLNG currently do

253、es not experience competition for its terminal capacity because the entire approximately 4 Bcf/d ofregasification capacity that is available at the Sabine Pass LNG terminal has been fully contracted.If and when SPLNG has toreplace any TUAs,it will compete with other then-existing LNG terminals for c

254、ustomers.SubsidiariesOur assets are generally held by our subsidiaries.We conduct most of our business through these subsidiaries,includingthe development,construction and operation of our LNG terminal business and the development and operation of our LNG andnatural gas marketing business.Human Capi

255、tal ResourcesWe are in a unique position as the first U.S.LNG company in the lower 48.As the first mover,ensuring that we attract,retain and develop skilled employees has been a crucial part of our ability to grow and succeed.As of January 31,2022,we had 1,550 full-time employees with 1,456 located

256、in the U.S.and 94 located outside of theU.S.(primarily in the UK).Our strength comes from the collective expertise of our diverse workforce and through our core values of teamwork,respect,accountability,integrity,nimble and safety(“TRAINS”).Our employees help drive our success,build our reputation,e

257、stablish our legacy and deliver on our commitments to our customers.Through fulfilling career opportunities,training,development and a competitive compensation program,we aim to keep our employees engaged.Our voluntary turnover was5.4%for 2021.Our Chief Human Resources Officer,along with senior lead

258、ership,are tasked with managing employment-relatedmatters and initiatives including talent attraction and retention,rewards and remuneration,employee relations,employeeengagement,diversity and inclusion,and training and development.We communicate progress on our human capital programsto our board of

259、 directors(our“Board”)quarterly.16Talent Attraction,Engagement and RetentionThrough our recruitment efforts,we seek diverse talent to drive our corporate strategies and goals.We actively recruit atcolleges and conduct information sessions at select universities,including Historically Black Colleges

260、and Universities(“HBCUs”)and Hispanic-Serving Institutions.Internally and externally,we post openings to attract individuals with a range ofbackgrounds,skills and experience,offering employee bonuses for referring highly qualified candidates.We manage and measure organizational health with a view to

261、 gaining insight into employees experiences,levels ofworkplace satisfaction and feelings of engagement and inclusion with the company through biennial engagement surveys.Insights from the biennial survey are used to develop both company-wide and business unit level organizational and talentdevelopme

262、nt plans and training programs.Compensation and BenefitsWe provide robust compensation and benefits programs to our employees.In addition to salaries,all employees areeligible for annual bonuses and stock awards.Benefit plans,which vary by country,include a 401(k)Plan,healthcare andinsurance benefit

263、s,health savings and flexible spending accounts,paid time off,family leave,family care resources,employeeassistance programs and tuition assistance.This year we have enhanced ESG-related performance criteria linked to annualincentive compensation,adding targets for actions on diversity,equity and in

264、clusion(“DEI”)and climate change to our Health&Safety performance goals.Diversity,Equity and InclusionWe are committed to providing a diverse culture where all employees can thrive and feel welcomed and valued.Tocreate this environment,we are committed to equal employment opportunity and to complian

265、ce with all federal,state and locallaws that prohibit workplace discrimination,harassment and unlawful retaliation.Our Code of Business Conduct and Ethics,Chenieres TRAINS values and both our discrimination and harassment and equal employment opportunity policiesdemonstrate our commitment to buildin

266、g an inclusive workplace,regardless of race,beliefs,nationality,gender and sexualorientation or any other status protected by our policy.We have provided executives and senior management with DEI trainingand have begun providing Unconscious Bias training to all employees.Through our targeted recruit

267、ment efforts,we attract a variety of candidates with a diversity of backgrounds,skills,experience and expertise.Since 2016,we have had a 20%increase in racially or ethnically diverse employees and a 24%increase in racially or ethnically diverse management.In the past five years,the percentage of fem

268、ale employees has remainedgenerally consistent at approximately 27%and we have had a 22%increase in women in management positions.In 2021,weannounced our multiyear commitment to the Thurgood Marshall College Fund of$500,000 in scholarships to students attendingselected HBCUs.We also committed to oth

269、er scholarships and community efforts throughout 2021 furthering our commitmentto DEI.We encourage our employees to leverage their unique backgrounds through involvement in various employee resourcegroups and employee networks.Groups such as WILS(Women Inspiring Leadership Success),EPN(Emerging Prof

270、essionalNetwork)and Cultural Champions Teams help build a culture of inclusion.Development and TrainingAs the first exporter of LNG in the lower 48 of the US,we faced the unique challenge of developing our own LNGtalent.Our apprenticeship program prepares local students for careers in LNG.This progr

271、am combines classroom educationwith training and on-site learning experiences at our facilities.We strive to provide our people with all of the tools and support necessary for them to succeed.We actively encourageour employees to take ownership of their careers and offer a number of resources to do

272、so.Employees undergo annualperformance reviews to encourage the ongoing development of their skills and expertise.To ensure safe,reliable and efficientoperations in a highly regulated environment,we offer online and site-specific learning opportunities.We also provideemployees,leaders and executives

273、 with targeted development programming to solidify internal talent pipelines and successionplans.17Employee Safety,Health and WellnessThe safety of our employees,contractors and communities is one of our core values.Our Cheniere IntegratedManagement System defines our required safety programs and de

274、tails safety and health related procedures.Safety efforts areled by our Executive Safety Committee,which includes the Chief Executive Officer,senior leaders from across the company,and representatives from each of our operating assets.We focus our efforts on continuously improving our performance.Fo

275、rthe year ended December 31,2021,we had one employee recordable injury and seven contractor recordable injuries.Our totalrecordable incident rate(employees and contractors combined)was 0.10,placing us in the top quartile of industry benchmarksbased on Bureau of Labor safety statistics.To support the

276、 well-being of our employees,we provide a wellness program that offers employees incentives to maintainan active lifestyle and set personal wellness goals.Incentives include online education related to health,nutrition,emotionalhealth and COVID-19 vaccinations,as well as subsidies for fitness device

277、s and gym memberships.We also offermammography screenings,rooms for nursing mothers and biometric screenings on site.In our continuing response to the COVID-19 pandemic,we have implemented workplace controls and risk reductionmeasures that have enabled us to work through several periods of elevated

278、regional impacts from COVID-19,including theDelta and Omicron variants.We took certain measures that allow the company to maintain our operations,keep our employeessafe and react quickly to any new COVID-19 risks.We also provided the same level of resources,aid and support for weather-related disast

279、ers.Available InformationOur common stock has been publicly traded since March 24,2003 and is traded on the NYSE American under thesymbol“LNG.”Our principal executive offices are located at 700 Milam Street,Suite 1900,Houston,Texas 77002,and ourtelephone number is(713)375-5000.Our internet address i

280、s .We provide public access to our annualreports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to these reports as soonas reasonably practicable after we electronically file those materials with,or furnish those materials to,the SEC under theExchange Act.Thes

281、e reports may be accessed free of charge through our internet website.We make our website contentavailable for informational purposes only.The website should not be relied upon for investment purposes and is notincorporated by reference into this Form 10-K.We will also make available to any stockhol

282、der,without charge,copies of our annual report on Form 10-K as filed withthe SEC.For copies of this,or any other filing,please contact:Cheniere Energy,Inc.,Investor Relations Department,700Milam Street Suite 1900,Houston,Texas 77002 or call(713)375-5000.The SEC maintains an internet site(www.sec.gov

283、)that contains reports,proxy and information statements and other information regarding issuers.Additionally,we encourage you to review our Corporate Responsibility Report(located on our internet site ),for more detailed information regarding our Human Capital programs and initiatives,as well as our

284、response to ESG issues.Nothing on our website,including our Corporate Responsibility Report or sections thereof,shall bedeemed incorporated by reference into this Annual Report.ITEM 1A.RISK FACTORSThe following are some of the important factors that could affect our financial performance or could ca

285、use actual resultsto differ materially from estimates or expectations contained in our forward-looking statements.We may encounter risks inaddition to those described below.Additional risks and uncertainties not currently known to us,or that we currently deem to beimmaterial,may also impair or adver

286、sely affect our business,contracts,financial condition,operating results,cash flows,liquidity and prospects.The risk factors in this report are grouped into the following categories:Risks Relating to Our Financial Matters;Risks Relating to Our Operations and Industry;andRisks Relating to Regulations

287、.18Risks Relating to Our Financial MattersOur existing level of cash resources and significant debt could cause us to have inadequate liquidity and could materiallyand adversely affect our business,contracts,financial condition,operating results,cash flow,liquidity and prospects.As of December 31,20

288、21,we had$1.4 billion of cash and cash equivalents,$413 million of restricted cash and cashequivalents,a total of$3.4 billion of available commitments under our credit facilities and$30.4 billion of total debtoutstanding on a consolidated basis(before unamortized premium,discount and debt issuance c

289、osts).SPL,CQP,CCH andCheniere operate with independent capital structures as further detailed in Note 11Debt of our Notes to ConsolidatedFinancial Statements.We incur,and will incur,significant interest expense relating to the assets at the Sabine Pass and CorpusChristi LNG terminals,and we anticipa

290、te incurring additional debt to finance the construction of Corpus Christi Stage 3.Ourability to fund our capital expenditures and refinance our indebtedness will depend on our ability to access additional projectfinancing as well as the debt and equity capital markets.A variety of factors beyond ou

291、r control could impact the availability orcost of capital,including domestic or international economic conditions,increases in key benchmark interest rates and/or creditspreads,the adoption of new or amended banking or capital market laws or regulations and the repricing of market risks andvolatilit

292、y in capital and financial markets.Our financing costs could increase or future borrowings or equity offerings may beunavailable to us or unsuccessful,which could cause us to be unable to pay or refinance our indebtedness or to fund our otherliquidity needs.We also rely on borrowings under our credi

293、t facilities to fund our capital expenditures.If any of the lenders inthe 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 ot

294、herwiseunfavorable terms.Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts thatwe have entered into,and we could be materially and adversely affected if any significant customer fails to perform itscontractual obligations for any reas

295、on.Our future results and liquidity are substantially dependent upon performance by our customers to make payments underlong-term contracts.As of December 31,2021,we had SPAs with terms of 10 or more years with a total of 24 different thirdparty customers.In addition,SPLNG had TUAs with two third pa

296、rty customers.While substantially all of our long-term third party customer arrangements are executed with a creditworthy parentcompany or secured by a parent company guarantee or other form of collateral,we are nonetheless exposed to credit risk in theevent of a customer default that requires us to

297、 seek recourse.Additionally,our long-term SPAs entitle the customer to terminate their contractual obligations upon the occurrence ofcertain 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 op

298、erations;and(3)under the majority of our SPAs,upon the occurrence of certainevents of force majeure.Under each of SPLNGs long-term TUAs,such termination events include,but are not limited to:ifthe Sabine Pass LNG terminal(1)experiences a force majeure delay for longer than 18 months;(2)fails to rede

299、liver a specifiedamount of natural gas in accordance with the customers redelivery nominations;or(3)fails to accept and unload a specifiednumber of the customers proposed LNG cargoes.Although we have not had a history of material customer default or termination events,the occurrence of such events a

300、relargely outside of our control and may expose us to unrecoverable losses.We may not be able to replace these customerarrangements on desirable terms,or at all,if they are terminated.As a result,our business,contracts,financial condition,operating results,cash flow,liquidity and prospects could be

301、materially and adversely affected.Our subsidiaries may be restricted under the terms of their indebtedness from making distributions under certaincircumstances,which may limit CQPs ability to pay or increase distributions to us or inhibit our access to cash flows fromthe CCL Project and could materi

302、ally and adversely affect us.The agreements governing our subsidiaries indebtedness restrict payments that our subsidiaries can make to CQP or usin certain events and limit the indebtedness that our subsidiaries can incur.For example,SPL is restricted from makingdistributions under agreements govern

303、ing its indebtedness generally until,among other requirements,deposits are made intodebt service reserve accounts and a debt service coverage ratio of 1.25:1.00 is satisfied.19CCH is generally restricted from making distributions under agreements governing its indebtedness until,among otherrequireme

304、nts,the completion of the construction of Trains 1 through 3 of the CCL Project,funding of a debt service reserveaccount equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debtservice coverage ratio of at least 1.25:1.00.Our subsidiaries in

305、ability to pay distributions to CQP or us or to incur additional indebtedness as a result of theforegoing restrictions in the agreements governing their indebtedness may inhibit CQPs ability to pay or increase distributionsto us and its other unitholders or inhibit our access to cash flows from the

306、CCL Project,which could have a material adverseeffect on our business,contracts,financial condition,operating results,cash flow,liquidity and prospects.Our efforts to manage commodity and financial risks through derivative instruments,including our IPM agreements,couldadversely affect our results of

307、 operations and financial condition.We use derivative instruments to manage commodity,currency and financial market risks.The extent of our derivativeposition at any given time depends on our assessments of the markets for these commodities and related exposures.Wecurrently account for all derivativ

308、es at fair value,with immediate recognition of changes in the fair value in earnings.Asdescribed in Item 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsResults ofOperations,our net loss attributable to common stockholders of$2.3 billion and$85 million for the y

309、ears ended December 31,2021 and 2020,respectively,was primarily due to derivative losses,with substantially all of such losses relating to commodityderivative instruments indexed to international LNG prices,mainly our IPM agreements.These transactions and otherderivative transactions have and may co

310、ntinue to result in substantial volatility in reported results of operations,particularly inperiods of significant commodity,currency or financial market variability,or as a result of ineffectiveness of these contracts.For certain of these instruments,in the absence of actively quoted market prices

311、and pricing information from external sources,the value of these financial instruments involves managements judgment or use of estimates.Changes in the underlyingassumptions or use of alternative valuation methods could affect the reported fair value of these contracts.In addition,our liquidity may

312、be adversely impacted by the cash margin requirements of the commodities exchanges orthe failure of a counterparty to perform in accordance with a contract.Restrictions in agreements governing us and our subsidiaries indebtedness may prevent us and our subsidiaries fromengaging in certain beneficial

313、 transactions,which could materially and adversely affect us.In addition to restrictions on the ability of us,CQP,SPL and CCH to make distributions or incur additional indebtedness,the agreements governing our indebtedness also contain various other covenants that may prevent us from engaging inbene

314、ficial transactions,including limitations on our ability to:make certain investments;purchase,redeem or retire equity interests;issue preferred stock;sell or transfer assets;incur liens;enter into transactions with affiliates;consolidate,merge,sell or lease all or substantially all of our assets;and

315、enter into sale and leaseback transactions.Any restrictions on the ability to engage in beneficial transactions could materially and adversely affect us.20The market price of our common stock has fluctuated significantly in the past and is susceptible to fluctuations in the futuredue to market volat

316、ility and other factors.Our stockholders could lose all or part of their investment.The market price of our common stock has historically experienced and may continue to experience volatility.Forexample,during the three-year period ended December 31,2021,the market price of our common stock ranged b

317、etween$27.06and$113.40.Such fluctuations may continue as a result of a variety of factors,some of which are beyond our control,including:domestic and worldwide supply of and demand for natural gas and corresponding fluctuations in the price of naturalgas;sales of a high volume of shares of our commo

318、n stock by our stockholders;operating and stock price performance of companies that investors deem comparable to us;events affecting other companies that the market deems comparable to us;changes in government regulation or proposals applicable to us;actual or potential non-performance by any custom

319、er or a counterparty under any agreement;announcements made by us or our competitors of significant contracts;changes in accounting standards,policies,guidance,interpretations or principles;general conditions in the industries in which we operate;general economic conditions;the failure of securities

320、 analysts to cover our common stock or changes in financial or other estimates by analysts;changes in investor sentiment regarding the energy industry and fossil fuels;volatility in our earnings attributable to common stockholders,which may be impacted by our use of derivativeinstruments as further

321、described in Item 7.Managements Discussion and Analysis of Financial Condition and Resultsof OperationsResults of Operations,market conditions and other factors;andother factors described in these“Risk Factors.”In addition,the United States securities markets have experienced significant price and v

322、olume fluctuations.Thesefluctuations have often been unrelated to the operating performance of companies in these markets.Market fluctuations andbroad market,economic and industry factors may negatively affect the price of our common stock,regardless of our operatingperformance.If we were to be the

323、object of securities class litigation as a result of volatility in our common stock price or forother reasons,it could result in substantial diversion of our managements attention and resources,which could negativelyaffect our financial results.Our ability to declare and pay dividends and repurchase

324、 shares is subject to certain considerations.Dividends are authorized and determined by our Board in its sole discretion and depend upon a number of factors,including:Cash available for distribution;Our results of operations and anticipated future results of operations;Our financial condition,especi

325、ally in relation to the anticipated future capital needs of any expansion of ourLiquefaction Facilities;The level of distributions paid by comparable companies;Our operating expenses;andOther factors our Board deems relevant.21We expect to continue to pay quarterly dividends to our stockholders;howe

326、ver,our Board may reduce our dividend orcease declaring dividends at any time,including if it determines that our net cash provided by operating activities,afterdeducting capital expenditures and investments,are not sufficient to pay our desired levels of dividends to our stockholders orto pay divid

327、ends to our stockholders at all.Additionally as of December 31,2021,$998 million of repurchase authority remained of the$1 billion share repurchaseprogram our Board had authorized.Our share repurchase program does not obligate us to acquire a specific number of sharesduring any period,and our decisi

328、on to commence,discontinue or resume repurchases in any period will depend on the samefactors that our Board may consider when declaring dividends,among others.Any downward revision in the amount of dividends we pay to stockholders or the number of shares we purchase underour share repurchase progra

329、m could have an adverse effect on the market price of our common stock.We may sell equity or equity-related securities or assets,including equity interests in CQP.Such sales could dilute ourproportionate interests in our assets,business operations and proposed projects of CQP or other subsidiaries,a

330、nd couldadversely affect the market price of our common stock.We have historically pursued a number of alternatives in order to finance the construction of our Trains,includingpotential issuances and sales of additional equity or equity-related securities by our subsidiaries.Such sales,in one or mor

331、etransactions,could dilute our proportionate indirect interests in our assets,business operations and proposed projects of CQP,including the SPL Project,or in other subsidiaries or projects,including the CCL Project.In addition,such sales,or theanticipation of such sales,could adversely affect the m

332、arket price of our common stock.Risks Relating to Our Operations and IndustryCatastrophic weather events or other disasters could result in an interruption of our operations,a delay in the completion ofour Liquefaction Projects,damage to our Liquefaction Projects and increased insurance costs,all of

333、 which could adverselyaffect us.Hurricanes Katrina and Rita in 2005,Hurricane Ike in 2008,Hurricane Harvey in 2017,Hurricanes Laura and Delta in2020 and Winter Storm Uri in 2021 caused interruptions or temporary suspension in construction or operations at our facilitiesor caused minor damage to our facilities.Future storms and related storm activity and collateral effects,or other disasters suchas