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SEC Comment Letter for Cheniere Energy, Inc. (LNG) (CIK 0000003570) (LNG) — Dec 12, 2013

Cheniere Energy, Inc. (LNG) (CIK 0000003570)
Date: Dec. 12, 2013 · CIK: 0000003570 · Accession: 0000000000-13-067589

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File numbers found in text: 001-16383

Date
December 12, 2013
Author
/s/ William H. Thompson
Form
UPLOAD
Company
Cheniere Energy, Inc. (LNG) (CIK 0000003570)

Letter

December 12, 2013 Via E -mail H. Davis Thames Senior Vice President and Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002

Re: Cheniere Energy, Inc. Form 10 -K for the Fiscal Year Ended December 31, 2012 Filed February 22, 2013 Form 10-Q for the Quarterly Period Ended September 30, 2013 Filed November 8, 2013 File No. 001-16383

Dear Mr. Thames :

We have reviewed your filing an d have the following comment . We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to ot her portions of your documents. In our comment , we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our c omment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments.

Form 10 -Q for the Quarterly Period Ended September 30, 2013

Note 13 – Business Segment Information, page 21

1. Please reconcile for us the loss from operations to income (loss) before income taxes and non-controlling interest by segment for the nine months ended September 30, 2012 and 2013. Based on the items comprising the total other expense between your loss from operations and loss before income taxes and non -controlling interest on a consolidated level, it is not clear what adjustments or allocations are being made at the segment level in deriving the segments’ loss before income taxes and non -controlling interest. For example, we note Corporate and Other shows a loss from operations of ($106,410) with one adjustment for in terest income of $21,838 and a loss before income taxes and non -

H. Davis Thames Cheniere Energy, Inc. December 12, 2013 Page 2

controlling interest of ($496,613) for the nine months ended September 30, 2013. LNG Terminal reflects a loss from operations of ($103,655) and income before income taxes and non -controlling interest of $128,441 for the nine months ended September 30, 2013. In this regard, please tell us your consideration of disclosing the allocations made between segments to explain the significant differences between your segments’ loss from operations and income (loss) before income taxes and non -controlling interest. Please refer to ASC 280 -10-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information t he Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secur ities laws of the United States.

You may contact Donna Di Silvio, Staff Accountant , at (202) 551 -3202 or me at (202) 551-3344 if you have questions regarding our comment or any other questions.

Sincerely,
/s/ William H. Thompson

Show Raw Text
December 12, 2013

Via E -mail
H. Davis Thames
Senior Vice President and Chief Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 800
Houston, TX  77002

Re: Cheniere Energy, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2012
 Filed February 22, 2013
  Form 10-Q for the Quarterly Period Ended September 30, 2013
Filed November 8, 2013
File No.  001-16383

Dear Mr. Thames :

We have reviewed your filing an d have the following comment .  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In our comment , we may ask you to provide us with
information so  we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our c omment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -Q for the Quarterly Period Ended September 30, 2013

Note 13 – Business Segment Information, page 21

1. Please reconcile for us the loss from operations to income (loss) before income taxes and
non-controlling interest by  segment for the nine months ended September 30, 2012 and
2013.  Based on the items comprising the total other expense between your loss from
operations and loss before income taxes and non -controlling interest on a consolidated
level, it is not clear what  adjustments or allocations are being made at the segment level
in deriving the segments’ loss before income taxes and non -controlling interest.  For
example, we note Corporate and Other shows a loss from operations of ($106,410) with
one adjustment for in terest income of $21,838 and a loss before income taxes and non -

H. Davis Thames
Cheniere Energy, Inc.
December 12, 2013
Page 2

 controlling interest of ($496,613) for the nine months ended September 30, 2013.  LNG
Terminal reflects a loss from operations of ($103,655) and income before income taxes
and non -controlling interest of $128,441 for the nine months ended September 30, 2013.
In this regard, please tell us your consideration of disclosing the allocations made
between segments to explain the significant differences between your segments’ loss
from operations and  income (loss) before income taxes and non -controlling interest.
Please refer to ASC 280 -10-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information t he Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures  they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal secur ities laws of the United States.

You may contact Donna Di Silvio, Staff Accountant , at (202) 551 -3202  or me at (202)
551-3344 if you have questions regarding our comment  or any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chie f