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SEC Comment Letter 0000000000-25-003900 to Cheniere Energy, Inc. (LNG)

Cheniere Energy, Inc.
Date: April 11, 2025 · CIK: 0000003570 · Accession: 0000000000-25-003900

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File numbers found in text: 001-16383

Date
April 11, 2025
Author
Division of
Form
UPLOAD
Company
Cheniere Energy, Inc.

Letter

Re: Cheniere Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed February 20, 2025 File No. 001-16383 Dear Zach Davis:

April 11, 2025

Zach Davis Chief Financial Officer Cheniere Energy, Inc. 845 Texas Avenue, Suite 1250 Houston, Texas 77002

We have reviewed your filing and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Fiscal Year ended December 31, 2024 Business and Properties, page 5

1. We note your disclosures on pages 6 and 60 regarding expansion projects for additional liquefaction capacity at your SPL Project and CCL Project, indicating that you have begun commercialization, although also indicating development of these and other projects, including infrastructure projects, depend on obtaining acceptable commercial and financing arrangements before a final investment decision (FID) can be made. We also note that you have various disclosures regarding the Corpus Christi Stage 3 Project, including the status and risks of possible cost overruns, as appear on pages 7, 22 and 44, although without the associated financial details.

Please expand your disclosures within MD&A to discuss the estimated costs of the projects, timeframes necessary to complete the projects and to assess viability for those on which an FID has not occurred. Please discuss the current status of each material project, stages within the projects, extent to which financing has been securred, nature of activities yet to complete, and implications of any material uncertainties to comply with Item 303(a) and (b)(1) of Regulation S-K. April 11, 2025 Page 2

Note 2 - Summary of Significant Accounting Policies, page 60 Revenue Recognition, page 61

2. We note that you metion princpal versus agent considerations in your revenue recognition accounting policy on page 62 and the gross versus net reporting conventions that are correlated with your assessments, although it is unclear whether you have any material recurring transactions where your role is limited or unclear.

Please clarify the extent to which you have material arrangments that are being reported on a net basis, or on a gross basis and that involve significant judgment in making a determination, based on the guidance in FASB ASC 606-10-55-36 to 55-40, and if so please identify and discuss the subjective areas of application, and how these types of arrangements were considered in formulating your disaggregated revenue disclosure based on the guidance in FASB ASC 606-10-50-5.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Lily Dang at 202-551-3867 or Gus Rodriguez at 202-551-3752 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Zach Davis
Chief Financial Officer
Cheniere Energy, Inc.
845 Texas Avenue, Suite 1250
Houston, Texas 77002

 Re: Cheniere Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 20, 2025
 File No. 001-16383
Dear Zach Davis:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Business and Properties, page 5

1. We note your disclosures on pages 6 and 60 regarding expansion projects
for
 additional liquefaction capacity at your SPL Project and CCL Project,
indicating that
 you have begun commercialization, although also indicating development
of these and
 other projects, including infrastructure projects, depend on obtaining
acceptable
 commercial and financing arrangements before a final investment decision
(FID) can
 be made. We also note that you have various disclosures regarding the
Corpus Christi
 Stage 3 Project, including the status and risks of possible cost
overruns, as appear on
 pages 7, 22 and 44, although without the associated financial details.

 Please expand your disclosures within MD&A to discuss the estimated
costs of the
 projects, timeframes necessary to complete the projects and to assess
viability for
 those on which an FID has not occurred. Please discuss the current
status of each
 material project, stages within the projects, extent to which financing
has been
 securred, nature of activities yet to complete, and implications of any
material
 uncertainties to comply with Item 303(a) and (b)(1) of Regulation S-K.
 April 11, 2025
Page 2

Note 2 - Summary of Significant Accounting Policies, page 60
Revenue Recognition, page 61

2. We note that you metion princpal versus agent considerations in your
revenue
 recognition accounting policy on page 62 and the gross versus net
reporting
 conventions that are correlated with your assessments, although it is
unclear whether
 you have any material recurring transactions where your role is limited
or unclear.

 Please clarify the extent to which you have material arrangments that
are being
 reported on a net basis, or on a gross basis and that involve
significant judgment in
 making a determination, based on the guidance in FASB ASC 606-10-55-36
to 55-40,
 and if so please identify and discuss the subjective areas of
application, and how
 these types of arrangements were considered in formulating your
disaggregated
 revenue disclosure based on the guidance in FASB ASC 606-10-50-5.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Lily Dang at 202-551-3867 or Gus Rodriguez at
202-551-3752 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>