Cheniere Energy Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto CHENIERE ENERGY, INC.(Exact name of registrant as specified in its charter) Delaware 95-4352386 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 845 Texas Avenue,Suite 1250Houston,Texas77002(Address of principal executive offices) (Zip Code)(713)375-5000(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange 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.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s 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 preparedor issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ 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 registrant’s Common Stock held by non-affiliates of the registrant was approximately $39.4billion as of June 30,2024.As of February14, 2025, the issuer had223,665,466shares of Common Stock outstanding. Documents incorporated by reference:The definitive proxy statement for the registrant’s Annual Meeting of Stockholders (to be filed within120 days of the close of the registrant’s fiscal year) is incorporated by reference into Part III. CHENIERE ENERGY, INC.TABLE OF CONTENTS PART IItems1. and 2. Business and Properties5Item1A. Risk Factors18Item1B. Unresolved Staff Comments29Item 1C. Cybersecurity30Item3. Legal Proceedings31Item4. Mine Safety Disclosure31PART IIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item6. [Reserved]33Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item7A. Quantitative and Qualitative Disclosures about Market Risk50Item8. Financial Statements and Supplementary Data51Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure94Item9A. Controls and Procedures94Item9B. Other Information94Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections94PART IIIItem14. Principal Accountant Fees and Services95PART IVItem15. Exhibits and Financial Statement Schedules96Item16. Form 10-K Summary107Signatures108 DEFINITIONS As used in this annual report, the terms listed below have the following meanings: Abbreviated Legal Entity Structure The following diagram depicts our abbreviated legal entity structure as of December 31, 2024, including our ownership of certainsubsidiaries, and the references to these entities used in this annual report: Unless the context requires otherwise, references to the “Company,” “we,” “us” and “our” refer to Cheniere Energy, Inc. and itsconsolidated subsidiaries, including our publicly traded subsidiary, CQP. CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS This annual report contains certain statements that are, or may be deemed to be, “forward-looking statements” with