Sabine Pass Liquefaction 10-Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number 333-192373

Sabine Pass Liquefaction, LLC 

(Exact name of registrant as specified in its charter)

Delaware	27-3235920
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

845 Texas Avenue, Suite 1250

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements for the past 90 days.  Yes ☐    No ☒

Note: The registrant is a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. However, the registrant has filed all reports required pursuant to Sections 13 or 15(d) during the preceding 12 months as if the registrant was subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 an emerging 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 filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

Indicate the number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date:  Not applicable

SABINE PASS LIQUEFACTION, LLC

TABLE OF CONTENTS

	Definitions	1
Part I. Financial Information
Item 1.	Financial Statements	2
	Statements of Operations	2
	Balance Sheets	3
	Statements of Member’s Equity (Deficit)	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6
	Note 1—Nature of Operations and Basis of Presentation	6
	Note 2—Trade and Other Receivables, Net of Current Expected Credit Losses	7
	Note 3—Inventory	7
	Note 4—Property, Plant and Equipment, Net of Accumulated Depreciation	7
	Note 5—Derivative Instruments	7
	Note 6—Accrued Liabilities	11
	Note 7—Debt	11
	Note 8—Revenues	12
	Note 9—Related Party Transactions	14
	Note 10—Customer Concentration	15
	Note 11—Supplemental Cash Flow Information	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	23
Part II. Other Information
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 6.	Exhibits	24
	Signatures	25

i

DEFINITIONS

As used in this quarterly report, the terms listed below have the following meanings: 

Common Industry and Other Terms

ASU	Accounting Standards Update
DOE	U.S. Department of Energy
EPC	engineering, procurement and construction
ESG	environmental, social and governance
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FID	final investment decision
FTA countries	countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
GAAP	generally accepted accounting principles in the United States
Henry Hub	the final settlement price (in U.S. dollars per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
IPM agreement	integrated production marketing agreement in which the gas producer sells to us gas on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs
LNG	liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
MMBtu	million British thermal units; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit
mtpa	million tonnes per annum
non-FTA countries	countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
SEC	U.S. Securities and Exchange Commission
SOFR	Secured Overnight Financing Rate
SPA	LNG sale and purchase agreement
TBtu	trillion British thermal units; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit
Train	an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
TUA	terminal use agreement

Affiliate Entity Abbreviations 

Cheniere	Cheniere Energy, Inc.
Cheniere Investments	Cheniere Energy Investments, LLC
Cheniere Marketing	Cheniere Marketing, LLC and its subsidiaries
CQP	Cheniere Energy Partners, L.P.
Cheniere Terminals	Cheniere LNG Terminals, LLC
CTPL	Cheniere Creole Trail Pipeline, L.P.
SPLNG	Sabine Pass LNG, L.P.

Unless the context requires otherwise, references to “SPL,” the “Company,” “we,” “us” and “our” refer to Sabine Pass Liquefaction, LLC.

1

PART I.    FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS 

SABINE PASS LIQUEFACTION, LLC

STATEMENTS OF OPERATIONS

(in millions)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
LNG revenues	$	1,479	$	1,564	$	4,653	$	5,085
LNG revenues—affiliate	526		515		1,441		1,745
Total revenues	2,005		2,079		6,094		6,830
Operating costs and expenses
Cost of sales (excluding items shown separately below)	772		681		2,397		1,597
Cost of sales—affiliate	14		14		42		59
Operating and maintenance expense	168		181		517		590
Operating and maintenance expense—affiliate	121		118		365		362
Operating and maintenance expense—related party	15		14		44		44
General and administrative expense	—		1		3		3
General and administrative expense—affiliate	16		15		47		46
Depreciation and amortization expense	140		138		419		415
Other operating costs and expenses	—		2		1		4
Total operating costs and expenses	1,246		1,164		3,835		3,120
Income from operations	759		915		2,259		3,710
Other income (expense)
Interest expense, net of capitalized interest	(114)		(138)		(378)		(459)
Loss on modification or extinguishment of debt	—		(4)		(3)		(6)
Other income, net	3		3		9		11
Total other expense	(111)		(139)		(372)		(454)
Net income	$	648	$	776	$	1,887	$	3,256

The accompanying notes are an integral part of these financial statements.

2

SABINE PASS LIQUEFACTION, LLC

BALANCE SHEETS

(in millions)

	September 30,		December 31,
	2024		2023
ASSETS	(unaudited)
Current assets
Restricted cash and cash equivalents	$	80	$	56
Trade and other receivables, net of current expected credit losses	234		368
Trade receivables—affiliate	196		277
Advances to affiliate	71		75
Inventory	115		122
Current derivative assets	50		30
Prepaid expenses	38		27
Other current assets, net	17		—
Other current assets—affiliate	22		22
Total current assets	823		977
Property, plant and equipment, net of accumulated depreciation	12,963		13,322
Derivative assets	64		40
Other non-current assets, net	169		175
Total assets	$	14,019	$	14,514
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	46	$	63
Accrued liabilities	435		686
Accrued liabilities—related party	5		5
Current debt, net of unamortized discount and debt issuance costs	700		300
Due to affiliates	49		64
Deferred revenue	125		101
Current derivative liabilities	222		196
Other current liabilities	—		5
Total current liabilities	1,582		1,420
Long-term debt, net of unamortized discount and debt issuance costs	8,027		10,063
Derivative liabilities	1,256		1,531
Other non-current liabilities	108		82
Other non-current liabilities—affiliate	20		21
Total liabilities	10,993		13,117
Member’s equity	3,026		1,397
Total liabilities and member’s equity	$	14,019	$	14,514

The accompanying notes are an integral part of these financial statements.

3

SABINE PASS LIQUEFACTION, LLC

STATEMENTS OF MEMBER’S EQUITY (DEFICIT)

(in millions)

(unaudited)

Three and Nine Months Ended September 30, 2024
	Sabine Pass LNG-LP, LLC		Total Member’s Equity
Balance at December 31, 2023	$	1,397	$	1,397
Distributions (excluding the item shown separately below)	(470)		(470)
Non-cash distributions for conveyance of property, plant and equipment (see Note 9)	(3)		(3)
Net income	665		665
Balance at March 31, 2024	1,589		1,589
Distributions	(415)		(415)
Contributions	1,130		1,130
Net income	574		574
Balance at June 30, 2024	2,878		2,878
Distributions	(500)		(500)
Net income	648		648
Balance at September 30, 2024	$	3,026	$	3,026

Three and Nine Months Ended September 30, 2023
	Sabine Pass LNG-LP, LLC		Total Member’s Deficit
Balance at December 31, 2022	$	(1,748)	$	(1,748)
Distributions	(622)		(622)
Net income	1,893		1,893
Balance at March 31, 2023	(477)		(477)
Distributions	(275)		(275)
Non-cash contributions related to extinguishment of debt	1		1
Net income	587		587
Balance at June 30, 2023	(164)		(164)
Contributions (excluding items shown separately below)	1,190		1,190
Non-cash contributions related to extinguishment of debt	1		1
Non-cash distributions for conveyance of property, plant and equipment (see Note 9)	(4)		(4)
Distributions	(537)		(537)
Net income	776		776
Balance at September 30, 2023	$	1,262	$	1,262

The accompanying notes are an integral part of these financial statements.

4

SABINE PASS LIQUEFACTION, LLC

STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net income	$	1,887	$	3,256
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	419		415
Amortization of discount and debt issuance costs	13		16
Loss on modification or extinguishment of debt	3		6
Total gains on derivative instruments, net	(316)		(1,867)
Net cash provided by settlement of derivative instruments	23		6
Other	—		1
Changes in operating assets and liabilities:
Trade and other receivables	134		339
Trade receivables—affiliate	81		386
Inventory	6		32
Accounts payable and accrued liabilities	(271)		(698)
Accrued liabilities—related party	—		(2)
Total deferred revenue	48		60
Other, net	(31)		25
Other, net—affiliate	(9)		(4)
Net cash provided by operating activities	1,987		1,971
Cash flows from investing activities
Property, plant and equipment, net	(58)		(123)
Other	—		(6)
Net cash used in investing activities	(58)		(129)
Cash flows from financing activities
Proceeds from issuances of debt	30		—
Repayments of debt	(1,680)		(1,650)
Debt issuance and other financing costs	—		(4)
Debt extinguishment costs	—		(1)
Contributions	1,130		1,190
Distributions	(1,385)		(1,434)
Net cash used in financing activities	(1,905)		(1,899)
Net increase (decrease) in restricted cash and cash equivalents	24		(57)
Restricted cash and cash equivalents—beginning of period	56		92
Restricted cash and cash equivalents—end of period	$	80	$	35

The accompanying notes are an integral part of these financial statements.

5

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS

(unaudited)

7

NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION

We are a Delaware limited liability company formed by CQP and based in Houston with one member, Sabine Pass LNG-LP, LLC, an indirect wholly owned subsidiary of CQP. We and SPLNG are each indirect wholly owned subsidiaries of Cheniere Investments, which is a wholly owned subsidiary of CQP, a publicly traded limited partnership (NYSE MKT: CQP). CQP is a 48.6% owned subsidiary of Cheniere, a Houston-based energy company primarily engaged in LNG-related businesses. Cheniere also owns 100% of the general partner interest in CQP through ownership in Cheniere Energy Partners GP, LLC.

The natural gas liquefaction and export facility located in Cameron Parish, Louisiana at Sabine Pass (the “Sabine Pass LNG Terminal”) has six operational Trains, for a total production capacity of approximately 30 mtpa of LNG (the “Liquefaction Project”). The Sabine Pass LNG Terminal also has operational regasification facilities owned by SPLNG.

Another subsidiary of CQP is pursuing an expansion project to provide additional liquefaction capacity at the Sabine Pass LNG Terminal, and it has commenced commercialization to support the additional liquefaction capacity associated with this potential expansion project.

We do not have employees and thus we have various services agreements with affiliates of Cheniere in the ordinary course of business, including services required to construct, operate and maintain the Liquefaction Project, and administrative services. See Note 9—Related Party Transactions for additional details of the activity under these services agreements during the three and nine months ended September 30, 2024 and 2023.

Basis of Presentation

The accompanying unaudited Financial Statements of SPL have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Financial Statements and accompanying notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

Results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2024.

We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss is included in the federal income tax return of CQP. CQP is not subject to federal or state income taxes, as its partners are taxed individually on their allocable share of CQP’s taxable income. Accordingly, no provision or liability for federal or state income taxes is included in the accompanying Financial Statements.

Recent Accounting Standards

ASU 2023-07

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with a single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

6

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 2—TRADE AND OTHER RECEIVABLES, NET OF CURRENT EXPECTED CREDIT LOSSES

Trade and other receivables, net of current expected credit losses, consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Trade receivables	$	230	$	361
Other receivables	4		7
Total trade and other receivables, net of current expected credit losses	$	234	$	368

NOTE 3—INVENTORY

Inventory consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Materials	$	94	$	89
Natural gas	14		22
LNG	7		11
Total inventory	$	115	$	122

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

Property, plant and equipment, net of accumulated depreciation consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
LNG terminal
Terminal	$	16,364	$	16,309
Construction-in-process	109		110
Accumulated depreciation	(3,514)		(3,100)
Total LNG terminal, net of accumulated depreciation	12,959		13,319
Fixed assets
Fixed assets	21		19
Accumulated depreciation	(17)		(16)
Total fixed assets, net of accumulated depreciation	4		3
Property, plant and equipment, net of accumulated depreciation	$	12,963	$	13,322

Depreciation expense was $139 million and $137 million during the three months ended September 30, 2024 and 2023, respectively, and $415 million and $411 million during the nine months ended September 30, 2024 and 2023, respectively.

NOTE 5—DERIVATIVE INSTRUMENTS

We have commodity derivatives consisting of natural gas supply contracts, including those under our IPM agreement, for the operation of the Liquefaction Project and expansion project, as well as the associated economic hedges (collectively, the “Liquefaction Supply Derivatives”).

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow, fair value or net investment hedging instruments, and changes in fair value are recorded within our Statements of Operations to the extent not utilized for the commissioning process, in which case such changes are capitalized.

7

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis, distinguished by the fair value hierarchy levels prescribed by GAAP (in millions):

	Fair Value Measurements as of
	September 30, 2024								December 31, 2023
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liquefaction Supply Derivatives asset (liability)	$	5	$	7	$	(1,376)	$	(1,364)	$	18	$	1	$	(1,676)	$	(1,657)

We value the Liquefaction Supply Derivatives using a market or option-based approach incorporating present value techniques, as needed, which incorporates observable commodity price curves, when available, and other relevant data.

We include a significant portion of the Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants may use in valuing the asset or liability. To the extent valued using an option pricing model, we consider the future prices of energy units for unobservable periods to be a significant unobservable input to estimated net fair value. In estimating the future prices of energy units, we make judgments about market risk related to liquidity of commodity indices and volatility utilizing available market data. Changes in facts and circumstances or additional information may result in revised estimates and judgments, and actual results may differ from these estimates and judgments. We derive our volatility assumptions based on observed historical settled global LNG market pricing or accepted proxies for global LNG market pricing as well as settled domestic natural gas pricing. Such volatility assumptions also contemplate, as of the balance sheet date, observable forward curve data of such indices, as well as evolving available industry data and independent studies.

In developing our volatility assumptions, we acknowledge that the global LNG industry is inherently influenced by events such as unplanned supply constraints, geopolitical incidents, unusual climate events including drought and uncommonly mild, by historical standards, winters and summers, and real or threatened disruptive operational impacts to global energy infrastructure. Our current estimate of volatility includes the impact of otherwise rare events unless we believe market participants would exclude such events on account of their assertion that those events were specific to our company and deemed within our control. Our fair value estimates incorporate market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

The Level 3 fair value measurements of our natural gas positions within the Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for the Level 3 Liquefaction Supply Derivatives as of September 30, 2024:

	Net Fair Value Liability (in millions)	Valuation Approach	Significant Unobservable Input	Range of Significant Unobservable Inputs / Weighted Average (1)
Liquefaction Supply Derivatives	$(1,376)	Market approach incorporating present value techniques	Henry Hub basis spread	$(0.700) - $0.481 / $0.036
		Option pricing model	International LNG pricing spread, relative to Henry Hub (2)	129% - 411% / 238%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)Spread contemplates U.S. dollar-denominated pricing.

Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of the Liquefaction Supply Derivatives.

8

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

The following table shows the changes in the fair value of the Level 3 Liquefaction Supply Derivatives (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance, beginning of period	$	(1,495)	$	(2,255)	$	(1,676)	$	(3,719)
Realized and change in fair value gains included in net income (1):
Included in cost of sales, existing deals (2)	46		294		163		1,275
Included in cost of sales, new deals (3)	2		8		17		23
Purchases and settlements:
Purchases (4)	—		—		—		—
Settlements (5)	69		59		119		522
Transfers out of level 3 (6)	2		2		1		7
Balance, end of period	$	(1,376)	$	(1,892)	$	(1,376)	$	(1,892)
Favorable changes in fair value relating to instruments still held at the end of the period	$	48	$	302	$	180	$	1,298

(1)Does not include the realized value associated with derivative instruments that settle through physical delivery, as settlement is equal to the contractually fixed price from trade date multiplied by contractual volume.  See settlements line item in this table.

(2)Impact to earnings on deals that existed at the beginning of the period and continue to exist at the end of the period.

(3)Impact to earnings on deals that were entered into during the reporting period and continue to exist at the end of the period.

(4)Includes any day one gain (loss) recognized during the reporting period on deals that were entered into during the reporting period which continue to exist at the end of the period.

(5)Roll-off in the current period of amounts recognized in our Balance Sheets at the end of the previous period due to settlement of the underlying instruments in the current period.

(6)Transferred out of Level 3 as a result of observable market for the underlying natural gas purchase agreements.

Liquefaction Supply Derivatives

We hold Liquefaction Supply Derivatives which are primarily indexed to the natural gas market and international LNG indices.  As of September 30, 2024, the remaining fixed terms of the Liquefaction Supply Derivatives ranged up to approximately 14 years, some of which commence or accelerate upon the satisfaction of certain events or development of infrastructure to support natural gas gathering and transport.

The forward notional amount for the Liquefaction Supply Derivatives was approximately 4,977 TBtu and 5,478 TBtu as of September 30, 2024 and December 31, 2023, respectively, inclusive of amounts under contracts with unsatisfied contractual conditions, and exclusive of extension options that were uncertain to be taken as of both September 30, 2024 and December 31, 2023.

The following table shows the effect and location of the Liquefaction Supply Derivatives recorded on our Statements of Operations (in millions):

	Gain Recognized in Statements of Operations
Statements of Operations Location (1)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of sales	$	152	$	365	$	316	$	1,867

(1)Does not include the realized value associated with the Liquefaction Supply Derivatives that settle through physical delivery. Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

9

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Fair Value and Location of Derivative Assets and Liabilities on the Balance Sheets

All existing counterparty derivative contracts provide for the unconditional right of set-off in the event of default. We have elected to report derivative assets and liabilities arising from those derivative contracts with the same counterparty and the unconditional contractual right of set-off on a net basis. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments, in instances when our derivative instruments are in an asset position. Additionally, counterparties are at risk that we will be unable to meet our commitments in instances where our derivative instruments are in a liability position. We incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements depending on the position of the derivative. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees.

The following table shows the fair value and location of the Liquefaction Supply Derivatives on our Balance Sheets (in millions):

	Fair Value Measurements as of (1)
Balance Sheets Location	September 30, 2024		December 31, 2023
Current derivative assets	$	50	$	30
Derivative assets	64		40
Total derivative assets	114		70
Current derivative liabilities	(222)		(196)
Derivative liabilities	(1,256)		(1,531)
Total derivative liabilities	(1,478)		(1,727)
Derivative liability, net	$	(1,364)	$	(1,657)

(1)Does not include collateral posted with counterparties by us of $12 million and zero as of September 30, 2024 and December 31, 2023, respectively, which is included in other current assets, net on our Balance Sheets, and collateral posted by counterparties to us of zero and $4 million as of September 30, 2024 and December 31, 2023, respectively, which is included in other current liabilities on our Balance Sheets.

Balance Sheets Presentation

The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions) for our derivative instruments that are presented on a net basis on our Balance Sheets:

	Liquefaction Supply Derivatives
	September 30, 2024		December 31, 2023
Gross assets	$	176	$	88
Offsetting amounts	(62)		(18)
Net assets	$	114	$	70
Gross liabilities	$	(1,478)	$	(1,746)
Offsetting amounts	—		19
Net liabilities	$	(1,478)	$	(1,727)

10

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 6—ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Natural gas purchases	$	303	$	464
Interest costs and related debt fees	69		159
Liquefaction Project costs	56		58
Other accrued liabilities	7		5
Total accrued liabilities	$	435	$	686

NOTE 7—DEBT

Debt consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Senior Secured Notes:
5.750% due 2024	$	—	$	300
5.625% due 2025	650		2,000
5.875% due 2026	1,500		1,500
5.00% due 2027	1,500		1,500
4.200% due 2028	1,350		1,350
4.500% due 2030	2,000		2,000
4.746% weighted average rate due 2037 (1)	1,782		1,782
Total Senior Secured Notes	8,782		10,432
Revolving credit and guaranty agreement (the “Revolving Credit Facility”)	—		—
Total debt	8,782		10,432
Current debt, net of unamortized discount and debt issuance costs (1)	(700)		(300)
Unamortized discount and debt issuance costs	(55)		(69)
Total long-term debt, net of unamortized discount and debt issuance costs	$	8,027	$	10,063

(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

Revolving Credit Facility

Below is a summary of our Revolving Credit Facility as of September 30, 2024 (in millions):

	Revolving Credit Facility
Total facility size	$	1,000
Less:
Outstanding balance	—
Letters of credit issued	234
Available commitment	$	766
Priority ranking	Senior secured
Interest rate on available balance (1)	SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.75% or base rate plus 0.0% - 0.75%
Commitment fees on undrawn balance (1)	0.075% - 0.30%
Maturity date	June 23, 2028

(1)The margin on the interest rate and the commitment fees is subject to change based on our credit rating.

11

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit our ability to make certain investments or pay dividends or distributions. We are restricted from making distributions under agreements governing our indebtedness generally until, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical debt service coverage ratio and projected debt service coverage ratio of at least 1.25:1.00 is satisfied.

As of September 30, 2024, we were in compliance with all covenants related to our debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total interest cost	$	115	$	140	$	381	$	463
Capitalized interest	(1)		(2)		(3)		(4)
Total interest expense, net of capitalized interest	$	114	$	138	$	378	$	459

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):

	September 30, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior Secured Notes	$	8,782	$	8,784	$	10,432	$	10,375

(1)As of both September 30, 2024 and December 31, 2023, $1.3 billion of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of the fair value of our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments.

The estimated fair value of our Revolving Credit Facility as of September 30, 2024 approximated the principal amount outstanding because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

NOTE 8—REVENUES

The following table represents a disaggregation of revenue earned (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues from contracts with customers
LNG revenues	$	1,479	$	1,564	$	4,653	$	5,085
LNG revenues—affiliate	526		515		1,441		1,745
Total revenues from contracts with customers	$	2,005	$	2,079	$	6,094	$	6,830

12

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Contract Assets and Liabilities

The following table shows our contract assets, net of current expected credit losses, which are classified as other current assets, net and other non-current assets, net on our Balance Sheets (in millions):

	September 30,		December 31,
	2024		2023
Contract assets, net of current expected credit losses	$	1	$	1

The following table reflects the changes in our contract liabilities, which we classify as deferred revenue and other non-current liabilities on our Balance Sheets (in millions):

	Nine Months Ended September 30, 2024
Deferred revenue, beginning of period	$	178
Cash received but not yet recognized in revenue	226
Revenue recognized from prior period deferral	(178)
Deferred revenue, end of period	$	226

The following table reflects the changes in our contract liabilities to affiliate, which we classify as other non-current liabilities—affiliate on our Balance Sheets (in millions):

	Nine Months Ended September 30, 2024
Deferred revenue—affiliate, beginning of period	$	5
Cash received but not yet recognized in revenue	5
Revenue recognized from prior period deferral	(5)
Deferred revenue—affiliate, end of period	$	5

Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied:

	September 30, 2024			December 31, 2023
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues (2)	$	45.2	7	$	47.6	8
LNG revenues—affiliate	0.8		1	1.4		2
Total revenues	$	46.0		$	49.0

(1)The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

(2)We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are included in the transaction price above when the conditions are considered probable of being met and consideration is not otherwise constrained from ultimate pricing and receipt.

The following potential future sources of revenue are omitted from the table above under exemptions we have elected: (1) all performance obligations that are part of a contract that has an original expected duration of one year or less and (2) substantially all variable consideration under our SPAs as well as variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of the underlying variable index, primarily Henry Hub, throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent

13

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Additionally, we have excluded variable consideration related to volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation.

The following table summarizes the amount of variable consideration earned under contracts with customers included in the table above:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
LNG revenues	50	%	53	%	49	%	55	%
LNG revenues—affiliate	65	%	64	%	63	%	68	%

NOTE 9—RELATED PARTY TRANSACTIONS

Below is a summary of our transactions with our affiliates and other related parties, all in the ordinary course of business, as reported on our Statements of Operations (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
LNG revenues—affiliate
SPAs and Letter Agreements with Cheniere Marketing	$	526	$	513	$	1,441	$	1,742
Contracts for Sale and Purchase of Natural Gas and LNG with other affiliates	—		2		—		3
Total LNG revenues—affiliate	526		515		1,441		1,745
Cost of sales—affiliate
Cheniere Marketing Agreements	—		—		4		—
Cargo loading fees under TUA	13		12		38		37
Contracts for Sale and Purchase of Natural Gas and LNG	1		2		—		22
Total cost of sales—affiliate	14		14		42		59
Operating and maintenance expense—affiliate
TUA	69		69		207		206
Natural Gas Transportation Agreement	20		20		61		61
Services Agreements (see Note 1)	32		29		96		94
LNG Site Sublease Agreement	—		—		1		1
Total operating and maintenance expense—affiliate	121		118		365		362
Operating and maintenance expense—related party
Natural Gas Transportation and Storage Agreements (1)	15		14		44		44
General and administrative expense—affiliate
Services Agreements (see Note 1)	16		15		47		46

(1)This related party is partially owned by the investment management company that indirectly owns a portion of CQP’s limited partner interests.

Assets and liabilities arising from the agreements with affiliates and other related parties referenced in the above table are classified as affiliate and related party, respectively, on our Balance Sheets.

Disclosures relating to future consideration under revenue contracts with affiliates is included in Note 8—Revenues.

14

SABINE PASS LIQUEFACTION, LLC

NOTES TO FINANCIAL STATEMENTS—CONTINUED

(unaudited)

See our annual report on Form 10-K for the fiscal year ended December 31, 2023 for additional information regarding the agreements referenced in the above table, as well as a description of other agreements we have with our affiliates, including the Cooperation Agreement. Under this agreement, we conveyed $3 million in assets to SPLNG during the nine months ended September 30, 2024. We did not convey any assets to SPLNG under this agreement during the three months ended September 30, 2024 and conveyed $4 million of assets during the three and nine months ended September 30, 2023.

NOTE 10—CUSTOMER CONCENTRATION

The concentration of our customer credit risk in excess of 10% of total revenues and/or trade and other receivables, net of current expected credit losses and contract assets, net of current expected credit losses was as follows:

	Percentage of Total Revenues from External Customers				Percentage of Trade and Other Receivables, Net and Contract Assets, Net from External Customers
	Three Months Ended September 30,		Nine Months Ended September 30,		September 30,	December 31,
	2024	2023	2024	2023		2024	2023
Customer A	17%	18%	23%	24%		18%	22%
Customer B	18%	18%	15%	17%		*	16%
Customer C	16%	19%	16%	16%		16%	12%
Customer D	16%	16%	14%	15%		13%	15%
Customer E	*	*	*	*		*	12%
Customer F	*	*	*	*		11%	*

* Less than 10%

NOTE 11—SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides supplemental disclosure of substantive cash flow information (in millions):

	Nine Months Ended September 30,
	2024		2023
Cash paid during the period for interest on debt, net of amounts capitalized	$	454	$	524
Non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment, net (1)	11		19
Distribution resulting from the conveyance of property, plant and equipment (see Note 9)	3		4

(1)Reflects unpaid portion, as of the end of each period, of assets and liabilities recognized during the respective periods.

15

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Information Regarding Forward-Looking Statements

This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

•statements that we expect to commence or complete construction of our natural gas liquefaction project, or any expansions or portions thereof, by certain dates, or at all; 

•statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and 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 regarding our future sources of liquidity and cash requirements;

•statements relating to the construction of our Trains, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or 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 anticipated timing thereof, and statements regarding the amounts of total natural gas liquefaction or storage capacities that are, or may become, subject to contracts;

•statements regarding counterparties to our commercial contracts, construction contracts and other contracts;

•statements regarding our planned development and construction of additional Trains, including the financing of such Trains;

•statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

•statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;

•statements relating to our goals, commitments and strategies in relation to environmental matters;

•statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and

•any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-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 forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise

16

any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future.

Our discussion and analysis includes the following subjects: 

•Overview

•Overview of Significant Events

•Results of Operations

•Liquidity and Capital Resources

•Summary of Critical Accounting Estimates

•Recent Accounting Standards

Overview

We are a Delaware limited liability company formed by CQP. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around 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, converted back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking, other industrial uses and back up for intermittent energy sources. Natural gas is a cleaner-burning, abundant and affordable source of energy. When LNG is converted back to natural gas, it can be used instead of coal, which reduces the amount of pollution traditionally 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 to reduce its volume by 600 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquid form for efficient transport overseas.

We own six operational Trains, for a total production capacity of approximately 30 mtpa of LNG (the “Liquefaction Project”), at a natural gas liquefaction and export facility located in Cameron Parish, Louisiana at Sabine Pass (the “Sabine Pass LNG Terminal”), one of the largest LNG production facilities in the world. The Sabine Pass LNG Terminal also has operational regasification facilities that include five LNG storage tanks and three marine berths owned and operated by SPLNG, a subsidiary of CQP, and a 94-mile natural gas supply pipeline owned and operated by CTPL, a subsidiary of CQP.

Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows. We have contracted most of our anticipated production capacity under SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and under an IPM agreement, in which a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and IPM agreement, we have contracted approximately 80% of the total anticipated production from the Liquefaction Project with approximately 14 years of weighted average remaining life as of September 30, 2024, excluding volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation.

We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction

17

capacity at our Liquefaction Project as a result of debottlenecking and other optimization projects. We believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. We hold a significant land position at the Sabine Pass LNG Terminal, which provides opportunity for further liquefaction capacity expansion. A subsidiary of CQP is developing an expansion adjacent to the Liquefaction Project with a total production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “Expansion Project”). In February 2024, we and other subsidiaries of CQP submitted an application to the FERC under the Natural Gas Act (the “NGA”) for authorization to site, construct and operate the Expansion Project, as well as an application to the DOE requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking. This expansion may be developed and constructed by an affiliate of ours outside of the Liquefaction Project. The development of the Expansion Project or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before a positive FID is made.

Additionally, we are committed to the management of our most important ESG impacts, risks and opportunities. In August 2024, Cheniere published Energy Secured, Benefits Delivered, its fifth Corporate Responsibility (“CR”) report, which details its approach and progress on ESG matters. Cheniere’s CR report is available at cheniere.com/our-responsibility/reporting-center. Information on Cheniere’s website, including the CR report, is not incorporated by reference into this Quarterly Report on Form 10-Q.

Overview of Significant Events

Our significant events since January 1, 2024 and through the filing date of this Form 10-Q include the following:

Strategic

•In February 2024, we and other subsidiaries of CQP submitted an application to the FERC under the NGA for authorization to site, construct and operate the Expansion Project, as well as an application to the DOE requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking. In October 2024, the authorization from the DOE to export LNG to FTA countries was received.

Operational

•As of October 25, 2024, approximately 2,700 cumulative LNG cargoes totaling over 185 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.

Financial

•In May 2024, CQP issued $1.2 billion aggregate principal amount of 5.750% Senior Notes due 2034 (the “2034 CQP Senior Notes”). The net proceeds from the 2034 CQP Senior Notes, together with cash on hand, were used in June 2024 to retire $1.2 billion outstanding aggregate principal amount of our 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes”).

•In May 2024, Moody’s Ratings upgraded our issuer credit rating to Baa1 from Baa2 and revised our outlook to stable from positive.

•During the three and nine months ended September 30, 2024, we repaid $150 million and $450 million, respectively, of outstanding aggregate principal amounts of our senior secured notes.

18

Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2024		2023		Variance		2024		2023		Variance
Revenues
LNG revenues	$	1,479	$	1,564	$	(85)	$	4,653	$	5,085	$	(432)
LNG revenues—affiliate	526		515		11		1,441		1,745		(304)
Total revenues	2,005		2,079		(74)		6,094		6,830		(736)
Operating costs and expenses
Cost of sales (excluding items shown separately below)	772		681		91		2,397		1,597		800
Cost of sales—affiliate	14		14		—		42		59		(17)
Operating and maintenance expense	168		181		(13)		517		590		(73)
Operating and maintenance expense—affiliate	121		118		3		365		362		3
Operating and maintenance expense—related party	15		14		1		44		44		—
General and administrative expense	—		1		(1)		3		3		—
General and administrative expense—affiliate	16		15		1		47		46		1
Depreciation and amortization expense	140		138		2		419		415		4
Other operating costs and expenses	—		2		(2)		1		4		(3)
Total operating costs and expenses	1,246		1,164		82		3,835		3,120		715
Income from operations	759		915		(156)		2,259		3,710		(1,451)
Other income (expense)
Interest expense, net of capitalized interest	(114)		(138)		24		(378)		(459)		81
Loss on modification or extinguishment of debt	—		(4)		4		(3)		(6)		3
Other income, net	3		3		—		9		11		(2)
Total other expense	(111)		(139)		28		(372)		(454)		82
Net income	$	648	$	776	$	(128)	$	1,887	$	3,256	$	(1,369)

Volumes loaded and recognized from the Liquefaction Project

	Three Months Ended September 30,			Nine Months Ended September 30,
	2024	2023	Variance	2024	2023	Variance
LNG volumes loaded and recognized as revenues (in TBtu)	377	362	15	1,166	1,118	48

Net income

Net income declined by $128 million and $1.4 billion between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, primarily as a result of unfavorable changes in fair value of derivatives of $215 million and $1.6 billion, respectively. The decline between periods was principally attributable to our IPM agreement with Tourmaline Oil Marketing Corp, which decreased from $217 million and $1.5 billion during the three and nine months ended September 30, 2023, respectively, to $32 million and $238 million during the three and nine months ended September 30, 2024, respectively, due to the nonrecurrence of significant declines of historic volatility in international gas prices and moderated and sustained spot prices during the current periods relative to the same periods of 2023. The remaining unfavorable changes in fair value of derivatives of $30 million and $352 million during the three and nine month periods ended September 30, 2024, respectively, as compared to the same periods of 2023, were primarily due to an unfavorable shift in long-term U.S. natural gas forward prices.

Partially offsetting the aforementioned unfavorable changes between the three month periods was an increase in LNG revenues, net of cost of sales excluding the aforementioned changes in fair value of derivatives, of $49 million due to an increase in production volume compared to the same period of 2023. Partially offsetting the aforementioned unfavorable changes between the nine month periods was a decrease in interest expense of $81 million due to decrease in total indebtedness

19

and a decrease in operating and maintenance expense of $73 million due to reduced operating and maintenance activities compared to the same period of 2023.

The following is an additional discussion of the significant drivers of the variance in net income by line item:

Revenues

We had $74 million and $736 million decreases in revenues between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, which were primarily attributable to $137 million and $997 million decreases, respectively, from lower pricing per MMBtu as a result of decrease in revenues attributable to declining Henry Hub pricing, partially offset by $82 million and $287 million increases, respectively, from higher production volume largely due to reduced operating and maintenance activities compared to the same period of 2023 and cooler weather.

Operating costs and expenses

The increase in operating costs and expenses of $82 million and $715 million between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, was primarily attributable to $215 million and $1.6 billion unfavorable variances, respectively, over the same periods from changes in fair value of derivatives included in cost of sales, as discussed above under Net income. The unfavorable variances were partially offset by $125 million and $767 million decreases between the comparative three and nine month periods, respectively, in cost of sales excluding the effect of derivative changes, primarily as a result of $99 million and $661 million decreases, respectively, over the same periods in cost of natural gas feedstock, largely due to lower U.S. natural gas prices.

Other income (expense)

The $28 million and $82 million favorable variances between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, were primarily attributable to $24 million and $81 million decreases, respectively, in interest expense, net of capitalized interest, primarily due to decrease in total indebtedness. Total debt decreased from $12.1 billion as of December 31, 2022 to $8.8 billion as of September 30, 2024 as debt continued to be paid down as part of Cheniere’s long-term capital allocation plan.

Significant factor affecting our results of operations

Below is a significant factor that affects our results of operations.

Gains and losses on derivative instruments

Derivative instruments are utilized to manage our exposure to commodity-related marketing and price risks and are reported at fair value on our Financial Statements. For commodity derivative instruments related to our IPM agreement, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Notwithstanding the operational intent to mitigate risk exposure over time, the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, the use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control. For example, as described in Note 5—Derivative Instruments of our Notes to Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

20

Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of restricted cash and cash equivalents and available commitments under our credit facility. Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt offerings. The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.

	September 30, 2024
Restricted cash and cash equivalents designated for the Liquefaction Project	$	80
Revolving Credit Facility (1)	766
Total available liquidity	$	846

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under the Revolving Credit Facility as of September 30, 2024. See Note 7—Debt of our Notes to Financial Statements for additional information on the Revolving Credit Facility and other debt instruments.

Our liquidity position subsequent to September 30, 2024 will be driven by future sources of liquidity and future cash requirements. For a discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

Sources and Uses of Cash

The following table summarizes the sources and uses of our restricted cash and cash equivalents (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.

	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	1,987	$	1,971
Net cash used in investing activities	(58)		(129)
Net cash used in financing activities	(1,905)		(1,899)
Net increase (decrease) in restricted cash and cash equivalents	$	24	$	(57)

Operating Cash Flows

The $16 million increase between the nine months ended September 30, 2024 and 2023 was due to the net effect of price changes on our LNG sales and natural gas feedstock purchases between the respective periods, partially offset by lower cash flows attributed to working capital from differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes.

Investing Cash Flows

Cash outflows for property, plant and equipment during both the nine months ended September 30, 2024 and 2023 were primarily related to optimization and other site improvement projects.

21

Financing Cash Flows

The following table summarizes our financing activities (in millions):

	Nine Months Ended September 30,
	2024		2023
Proceeds from issuances of debt	$	30	$	—
Repayments of debt	(1,680)		(1,650)
Debt issuance and other financing costs	—		(4)
Debt extinguishment costs	—		(1)
Contributions	1,130		1,190
Distributions	(1,385)		(1,434)
Net cash used in financing activities	$	(1,905)	$	(1,899)

Debt Activity

During the nine months ended September 30, 2024, we retired $1.2 billion outstanding aggregate principal amount of the 2025 SPL Senior Notes, as well as repaid the outstanding aggregate principal amount of $300 million of the 5.750% Senior Secured Notes due 2024 (the “2024 SPL Senior Notes”) and $150 million of the 2025 SPL Senior Notes. We also borrowed and repaid $30 million under the Revolving Credit Facility during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, we redeemed $1.45 billion of the 2024 Senior Notes and repurchased $200 million of the 2024 Senior Notes in the open market.

Summary of Critical Accounting Estimates

The preparation of Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

Recent Accounting Standards 

For a summary of recently issued accounting standards, see Note 1—Nature of Operations and Basis of Presentation of our Notes to Financial Statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Marketing and Trading Commodity Price Risk

We have commodity derivatives consisting of natural gas supply contracts for the operation of the Liquefaction Project (the “Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in millions):

	September 30, 2024				December 31, 2023
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	(1,364)	$	334	$	(1,657)	$	362

See Note 5—Derivative Instruments of our Notes to Financial Statements for additional details about our derivative instruments.

22

ITEM 4.     CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

23

PART II.     OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. There have been no material changes to the legal proceedings disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 1A.     RISK FACTORS

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 6.    EXHIBITS

Exhibit No.	Description
31.1*	Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2*	Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1**	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

		SABINE PASS LIQUEFACTION, LLC
Date:	October 30, 2024	By:	/s/ Zach Davis
			Zach Davis
			Chief Financial Officer
			(on behalf of the registrant and as principal financial officer)
Date:	October 30, 2024	By:	/s/ David Slack
			David Slack
			Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

25