Cheniere Energy Partners, L.P. (CQP)
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Earnings Call: Q3 2022

Nov 3, 2022

Operator

Good day, ladies and gentlemen, and welcome to today's Cheniere Energy Q3 2022 Earnings Call and webcast. Today's call is being recorded. At this time, I'd like to turn the conference over to Randy Bhatia, Vice President of Investor Relations. Please go ahead.

Randy Bhatia
VP of Investor Relations, Cheniere Energy

Thanks, operator, and good morning, everyone. Welcome to Cheniere's Third Quarter 2022 Earnings Conference Call. The slide presentation and access to the webcast for today's call are available at cheniere.com. Joining me this morning are Jack Fusco, Cheniere's President and CEO, Anatol Feygin, Executive Vice President and Chief Commercial Officer, and Zach Davis, Executive Vice President and CFO. Before we begin, I'd like to remind all listeners that our remarks, including answers to your questions, may contain forward-looking statements, and actual results could differ materially from what is described in these statements. Slide two of our presentation contains a discussion of those forward-looking statements and associated risks. In addition, we may include references to certain non-GAAP financial measures such as consolidated adjusted EBITDA and distributable cash flow. A reconciliation of these measures to the most comparable GAAP measure can be found in the appendix to the slide presentation.

As part of our discussion of Cheniere's results, today's call may also include selected financial information and results for Cheniere Energy Partners, L.P. or CQP. We do not intend to cover CQP's results separately from those of Cheniere Energy, Inc. The call agenda is shown on slide three. Jack will begin with operating and financial highlights. Anatol will then provide an update on the LNG market, and Zach will review our financial results and guidance. After prepared remarks, we will open the call for Q&A. I now turn the call over to Jack Fusco, Cheniere's President and CEO.

Jack Fusco
President and CEO, Cheniere Energy

Thank you, Randy, and good morning, everyone. Thanks for joining us today, and thank you all for your continued support of Cheniere. I'm pleased to be here this morning to highlight our third quarter 2022 results and achievements and discuss our positive outlook for the remainder of this year and into next, all of which continues to demonstrate Cheniere's market leadership and excellence throughout our business. Since our capital allocation update in September, we have remained laser-focused on our operations, ensuring reliable LNG production and supply for our customers amidst global energy shortages and challenges. In fact, just last week we had a daily production record for the company, producing well north of 7 TBtu of LNG and also a daily record at Sabine Pass of approximately 5 TBtu of LNG. My congratulations to the Cheniere professionals for a job well done.

Additionally, in conjunction with Bechtel's engineering and construction, we are off to a great start at Corpus Christi Stage 3. We have rolled up our sleeves, hit the ground running, and have already seen some early signs of potential acceleration on that project. Across the LNG market, volatility continues to dominate, driven by short-term supply-demand pressures. Recently, due to record-breaking warmer weather, near-term prices have retreated from the highs we saw barely two months ago. Nevertheless, we are largely insulated from these price swings given the highly contracted nature of our business, and we remain focused on long-term value creation as our priority, with short-term market dislocations only serving to accelerate our long-term plans, as you heard from me and Zach in September. Now, please turn to slide 5, where I will review some key operational, financial, and strategic highlights for what was yet another very successful quarter.

For the third quarter, we generated consolidated adjusted EBITDA of approximately $2.8 billion and distributable cash flow of approximately $2.0 billion as margins in the LNG market remained significantly above historical norms and our focus on execution and our operational excellence program continued to be rewarded. Today, we are reconfirming our full year 2022 EBITDA and cash flow guidance, both of which were recently increased by over $1 billion when we announced our capital allocation plan in September. In-transit LNG shipments and commodity price volatility increased the degree of difficulty in pinpointing the forecast, but we are tracking to the upper half of the EBITDA and DCF ranges currently. Later on this call, Zach will provide you with a few early data points on how 2023 is shaping up ahead of providing full year guidance on our February call.

As we've discussed, the reliability of our LNG operations is more critical than ever given the volatility present in today's market. During the third quarter, we produced and exported 156 cargoes of LNG from our facilities. Of that, approximately 70% of that volume landed in Europe. By comparison, during the third quarter of last year, less than 30% of the volume produced by Cheniere landed in Europe. Not only does this shift underscore the value of our destination flexible LNG, which can quickly respond to market signals to reach end users of the greatest need, but is also providing meaningful energy volumes to Europe at a time when the region is facing significant challenges.

The fact that these challenges could persist for a number of years has hastened a renewed focus on the criticality of energy security as governments and utilities the world over advance strategies to mitigate energy supply risk for the long term. Anatol will provide further insight to the current market dynamics in a few minutes. During the quarter, we announced our 20/20 Vision Capital Allocation Plan, a revised comprehensive long-term capital allocation plan designed to maintain investment-grade credit metrics through cycles. Further return capital to shareholders over time and continue to invest in accretive organic growth. The plan envisions $20 billion of available cash through 2026, and over $20 per share of run rate distributable cash flow.

Zach will review some of the key features of the plan in a few minutes, but we believe our new 20/20 Vision is an excellent capital allocation framework for our stakeholders, and the plan follows our significantly accelerated execution under the long-term capital allocation plan we implemented just over a year ago. Before moving on, I also wanna highlight important organizational announcement I made during the quarter. Organizational clarity and operational excellence are two of my key priorities. As Cheniere has grown and evolved, so too must our organization, in order to maintain the incredibly high operating standard we have set for ourselves. In September, we announced the promotion of Corey Grindal, currently Executive Vice President of Worldwide Trading in London, to serve as Cheniere's inaugural Chief Operating Officer, effective January 2023.

Corey has been at Cheniere for nearly a decade, and his leadership and contributions have been an integral part of building the exceptional operating platform we enjoy today. Prior to his role overseeing worldwide trading in London, Corey was SVP of gas supply and was the architect behind Cheniere's gas procurement program, which today is one of the largest holders of pipeline capacity and purchasers of natural gas in the United States. We look forward to Corey's continued leadership as COO, building upon our safety-first culture and reputation as a leading reliable supplier of LNG in the world. I'm pleased to welcome Corey back to Houston in his elevated role as COO. You all will begin to hear from Corey directly as he participates in investor conferences and these earnings calls next year. Turn now to slide 6.

I'll give you a brief update on construction and execution across our Sabine Pass and Corpus Christi sites. First, last week, commissioning was completed for the third marine berth at Sabine Pass, and consistent with our track record, the third berth achieved substantial completion ahead of the guaranteed schedule and within project budget. The third berth will not only provide increased flexibility to our marine loading operations, particularly during suboptimal conditions like fog events, but also serves as a brownfield infrastructure that we can economically leverage as we develop our expansion plans at Sabine Pass. Now moving to Corpus Christi Stage 3. As I mentioned before, we are off and running, and the project is making excellent progress. Inclusive of the early limited notice to proceed we utilized at the start of the year, we've invested approximately $1 billion to date on Stage 3.

The LNTP not only provided cost benefits, enabling us to lock in prices early, but also provided some significant construction schedule advantages with early site work, such as accelerating placement of piles and soil stabilization. Long lead time equipment orders have been placed with suppliers, and key equipment manufacturing is expected to start before year-end. We recently held a groundbreaking ceremony at the Stage 3 site, and it was exciting to see such overwhelming support for the project across a broad spectrum of stakeholders who help make the project possible, from regulators to government officials to our long-term customers, EPC and equipment providers, banks, and of course, our employees. As we work towards first LNG from Stage 3 in late 2025, I look forward to upholding Cheniere's stellar reputation on safety and execution in partnership with Bechtel. Thank you all again for your continued support of Cheniere.

I'll now turn the call over to Anatol, who will provide an update on the LNG market.

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Thanks, Jack, and good morning, everyone. Please turn to slide 8. Despite it being a shoulder season in many regions, the turbulence in the global gas and LNG markets continued throughout the third quarter, with only a few brief stretches of relative stability. While geopolitical conflict and the related curtailment of Russian gas flows are largely responsible for the supply shock in Europe this year, we believe that some cyclical dynamics also played a role in laying the groundwork for today's market conditions of elevated prices and volatility. In fact, we have signaled for some time that the rate of new liquefaction capacity coming online would decelerate significantly during the 2020 through 2024 period, given the lack of FIDs taken in the years prior.

As you can see in the chart to the left, we estimate current capacity growth rates to be near 2%, a level not seen since 2012, when the market was also out of balance and prices clearly signaled the need for new LNG capacity. As a result, given the long lead time required to develop LNG projects, we expect market balances to potentially remain tight for the next several years, exacerbated by the crisis in Europe and the reduction of Russian supply to the European market. As shown in the middle chart, LNG imports from the U.S. have been the primary resource to offset the removal of over 50 BCM of Russian gas imports from the European market this year, further reinforcing Jack's earlier point on the ability of U.S. LNG to respond quickly to market signals.

As the primary source of global LNG supply growth for the past four years, the U.S. has surpassed Australia and Qatar to become the world's largest supplier measured by installed capacity this year. This growth could not have come at a more critical time for Europe, given that inherent destination flexibility. The U.S. has become Europe's top LNG supplier, and Cheniere's facilities at Sabine Pass and Corpus Christi have been significant contributors to this growth, helping provide secure and reliable natural gas supply to the European market, which I will detail further in a minute. Despite the steady increase in LNG flows to Europe, TTF continued to rally in the third quarter, hitting an all-time high of about $99 per MMBtu in late August, as concerns surrounding adequacy of supply reached new levels.

Since then, TTF prices have come off considerably, settling October at about $54/MMBtu, despite no sign of Nord Stream flows resuming. JKM futures have traded at a discount to TTF for much of this year, as European buyers have kept net backs higher into the region compared to Asia in order to fill storage ahead of winter heating demand. In the US, Henry Hub prices have generally dropped since late August, settling October at $6.87/MMBtu, as temperatures and forecasts moderated and gas production continued to rise. Let's now turn to page 9 to address regional dynamics in more detail.

As I just mentioned, Europe has been utilizing LNG to try to offset as much of its gas supply deficit related to the Russian gas cuts by increasing its LNG imports by 65% this year, with approximately 87 million tons imported through the third quarter, making 2022 an all-time high year for LNG imports into Europe. Imports from the U.S. represented 44% of that total. In fact, Cheniere alone was responsible for approximately a quarter of Europe's LNG imports this year. As the top middle chart illustrates, U.S. LNG volumes surged over 200% year-on-year in the third quarter, as Nord Stream flows came to a halt by the end of the quarter.

Nevertheless, the European market appears well-prepared for winter, as shown, with storage levels exceeding their five-year average on the back of milder weather, some level of industrial demand management, and aggressive buying by European utilities. As such, we've recently seen prices moderate as the market waits for winter demand to kick in. We've also seen the congestion at certain European regas terminals continue to grow, once again, evidencing the need for development of additional import capacity and related infrastructure in order to provide relief and allow greater volumes of LNG to access the market, particularly in Northwest Europe. Fortunately, the new Eemshaven import terminal in the Netherlands recently began operations. The terminal, one of the few FSRUs expected to start in Europe in the coming months, received its first cargo in September, which was produced and delivered from our facility at Sabine Pass.

In Asia, LNG imports declined by 14.5 million tons year-to-date, with nearly 5 million tons of the decline realized in the third quarter. 90% of this decline is attributable to China as a result of reduced industrial sector demand and weak gas burn, which could remain a trend throughout this winter. In China, industrial gas demand decreased by 3 BCM in the third quarter, representing an 8.7% drop year-on-year. Low hydro levels supported thermal use in power generation, with coal generation increasing by 11% year-on-year in the third quarter, while gas grew only 4%. However, overall gas-fired power generation dropped 8% year-on-year from January through September, as high spot LNG prices and robust renewables generation in the first half of the year disincentivized domestic use and actually encouraged cargoes to be redirected to Europe.

Much of the demand growth in Asia in the third quarter occurred in Thailand, Japan, and Taiwan as a result of inelastic consumption needs. As we mentioned in previous calls, Thailand continues to call on LNG to supplement dwindling domestic gas production. Japan plugged a 2.7 GW deficit in nuclear availability in the third quarter, and Taiwan continues to offset the decline in coal generation. Let's move to slide 10. Last quarter, we discussed LNG contracting trends and the growing commercial success that US projects were garnering. That contracting momentum continued in the third quarter, reaching a total of 40 million tons per annum of long-term transactions signed with US projects year-to-date. That's through mid-October, highlighted by our long-term deals with PetroChina and PTT.

As you can see on the left chart, the aggregate volume is approximately 80% higher than what was signed in all of 2021, and represents more than 75% of global contracts signed year-to-date. In fact, the first nine months of 2022 alone make 2022 a record year for U.S. LNG contracts signed. This commercial success is owed largely to several key advantages of U.S. LNG, destination flexibility, competitive and stable pricing, a mature upstream and midstream footprint, and time to market. These advantages, coupled with elevated market prices, have provided tailwinds for the development of additional LNG capacity in the U.S. However, most of those U.S. projects still have yet to make FID, given the rigorous commercial, financial, regulatory, and technical hurdles projects are required to overcome in order to raise financing and move forward with construction.

Those hurdles are only getting higher given volatility, inflation, and rising interest rates. For our part, as we discussed last month, we plan to continue to pursue growth of our 55 million ton platform, starting with our near-term plans to add approximately 5 million tons per annum via the CCL Trains 8 and 9 mid-scale project and some debottlenecking at Stage 3, along with the long-term potential to add an incremental 30 million tons per annum of volume across our two sites. Volume that will continue to ensure security of supply and sustainable economic growth for our long-term customers and end-use communities. We're hard at work on these opportunities, and we'll keep you informed on them as they achieve project development milestones. Now I'll turn the call over to Zach to review our financial results and guidance.

Zach Davis
EVP and CFO, Cheniere Energy

Thanks, Anatol, and good morning, everyone. I'm pleased to be here today to review our third quarter 2022 financial results and key financial accomplishments, all of which continue to reflect our team's tireless efforts to ensure safe and reliable operations and seamless execution throughout this period of prolonged volatility in the global energy markets. Turning to slide 12. During the third quarter, we generated adjusted EBITDA of approximately $2.8 billion, distributable cash flow of approximately $2 billion, and a net loss of approximately $2.4 billion. Our third quarter results once again were supported by the sustained higher-margin environment across global gas and LNG markets, higher lifting margins due to higher Henry Hub prices across the quarter, and incremental margin achieved from certain portfolio optimization activities. Our quarterly results were achieved despite a couple of CMI cargoes moving into Q4 from Q3.

In addition, in the third quarter, we recognized a portion of the payment from Chevron related to the early termination of their regasification TUA, which we expect to receive before year-end. We recognized income from 560 TBtu of physical LNG during the third quarter, including 556 TBtu produced from our Sabine Pass and Corpus Christi projects, and 4 TBtu sourced from third parties. Approximately 82% of these LNG volumes recognized in income were sold under long-term SPA or IPM agreements with terms greater than 10 years. Once again, the net income line continues to be impacted by the unrealized non-cash derivative impact related to our long-term IPM agreements, as we have discussed on prior earnings calls.

In the third quarter, we recognized $4.9 billion of these unrealized non-cash derivative losses attributable to the continued growth of LNG margins and commodity price volatility. As a reminder, because GAAP requires mark-to-market accounting of these long-term gas supply agreements, but does not permit the mark-to-market of the associated and offsetting sale of LNG, it results in a mismatch of accounting methodology for the purchase of natural gas and the corresponding sale of LNG, which drives this quarterly variability in net income from period to period. That is why we would expect, as margins stabilize and price volatility subsides over time, that these unrealized non-cash derivative moves will become much less pronounced in our quarterly results.

Thanks in large part to the significantly accelerated progress on our capital allocation plan announced in September of 2021, during the quarter, we rolled out our revised long-term capital allocation plan, our 20/20 Vision of over $20 billion of available cash through 2026, as well as over $20 per share of run rate distributable cash flow. Built upon the foundation of our previous plan, this plan is designed to achieve and maintain investment-grade metrics through cycles, further return capital to shareholders over time, and continue to invest in accretive growth beyond Corpus Christi Stage 3.

As part of the revised plan, we increased our share repurchase authorization by $4 billion for an additional 3 years beginning October 1, 2022, lowered our consolidated long-term leverage target to approximately 4x, and increased the dividend by 20% beginning in the third quarter of 2022, targeting a 10% annual dividend growth rate through the construction of Stage 3 into the mid-2020s. Our accelerated progress in terms of capital allocation, coupled with our revised plan, demonstrates the power of the Cheniere platform through market cycles and solidifies Cheniere's position as a leading global LNG operator and a preeminent North American infrastructure company. During the quarter, we repaid over $1.3 billion of consolidated long-term indebtedness, bringing our total debt paydown to over $4.4 billion through the third quarter since launching our capital allocation plan last year.

In the first nine months of this year, we have repaid over $3.2 billion of debt. Just in the third quarter alone, we prepaid nearly $800 million of outstanding borrowings on the CCH term loan facility, and notably, we repurchased over $530 million in principal of senior notes at both CEI and CCH at price levels under par under an open market repurchase program that was initiated during the quarter. This past month, we have also redeemed $300 million of the 2023 senior secured notes at SPL pursuant to an early redemption notice issued in September.

We are clearly demonstrating our commitment to our balance sheet by utilizing multiple avenues to efficiently reach those target leverage metrics, and we will continue to be opportunistic as we optimize the debt across the Cheniere complex to achieve resilient and sustainable investment-grade credit metrics. Our accelerated deleveraging efforts towards an investment-grade consolidated balance sheet have been reflected in ratings upgrades by multiple agencies recently. In September, Moody's upgraded CEI two notches to Ba1 and CQP and SPL one notch to Ba1 and Ba2, bringing all S&P and Moody's ratings in sync across the Cheniere complex. Also in September, Fitch upgraded CQP to BBB- and SPL to BBB flat.

Fitch's upgrade of CQP to BBB- is significant as it marks the first ever unsecured investment-grade rating at one of our corporate parent entities and is an important milestone in Cheniere's continued evolution. We'll continue to execute on our 20/20 Vision plan and expect further positive ratings momentum and migration to investment grade over time. In terms of shareholder returns, during the third quarter, we repurchased over 500,000 shares for approximately $75 million, bringing our total shares repurchased to approximately 5 million shares for a little over $600 million.

The upside share repurchase authorization we announced as part of our new capital allocation plan didn't commence until the fourth quarter, and I can tell you we are off and running under the new authorization, having already repurchased over 1 million shares just in October, as we have now recalibrated our debt paydown to share repurchase ratio through 2026 on a long-term cumulative basis from 4-to-1 to 1-to-1, to further enhance shareholder returns while further solidifying our long-term investment grade credit metrics. During the third quarter, we also declared and paid our fourth quarterly dividend of $0.33 per common share, bringing our total dividends paid to $1.32 per common share.

Under our new capital allocation plan, we increased the dividend by 20% for the dividend related to the third quarter to $0.395 per common share, and maintain our commitment to increasing the dividend by approximately 10% per year through Stage 3 construction, which will grow us into around a 20% payout ratio over time. Turn now to slide 13, where I'll provide additional detail around guidance and our open capacity for the remainder of 2022 as well as for 2023. We are reconfirming our full year 2022 guidance ranges of $11 billion-$11.5 billion in consolidated adjusted EBITDA and $8.1 billion-$8.6 billion in distributable cash flow.

These ranges were each already increased by approximately $1.2 billion since our last earnings call in September, and we can now highlight that we are currently tracking into the upper half of both ranges, as well as to the high end of our CQP distribution guidance of $4-$4.25 per unit. Our guidance ranges illustrate what an incredible year 2022 has been for Cheniere. Since our initial guidance ranges for 2022 were provided twelve months ago, we have increased the midpoint of our EBITDA range by approximately 85%, DCF by approximately 150%, and CQP distribution by approximately a third.

With respect to the EBITDA sensitivity for the remainder of 2022, we are approaching the end of the year and therefore we have sold much of our total expected production for the remainder of the year and have approximately 20 TBtu unsold remaining. We currently forecast that a $1 change in market margin would impact EBITDA by approximately $20 million for the balance of 2022, as we have released the remaining volume that had been reserved for long-term origination back to CMI. Our results could also be impacted by those year-end cargoes we mentioned back on our call in September. With the volatility and evolving market dynamics, these cargoes could be drawn to Asia, which would push the timing of recognition of some of these cargoes into 2023.

With that being said, as we look to 2023 and our sensitivity to market margin, currently we forecast approximately 150 TBtu of open volumes in 2023, and we expect a $1 change in market margin to impact 2023 EBITDA by approximately $130 million as a portion of our forecasted unsold volume for next year is being reserved for potential long-term origination negotiations. We do have some term contracts commencing over the course of the year. There is likely a slight weighting of that open volume to the first half of the year.

In terms of major capital expenditures, I would mainly highlight we forecast spending approximately $1.5 billion in CapEx related to Corpus Christi Stage 3 in 2023, which is a similar amount to what we expect to have funded this year, including our LNTP payments since the start of 2022. We mentioned in September we will provide our full-year EBITDA, DCF, and CQP distribution guidance ranges for 2023 on the fourth quarter call in February. Our unsold position in 2023 is expected to be lower than 2022, as 2022 benefited from the early completion and ramp-up of train six and the maintenance optimization we disclosed in May. Certain long-term contracts are scheduled to commence over the course of 2023, and we have higher planned maintenance scheduled for the next year at Sabine.

Without a new train coming into service next year, we wouldn't expect a material change to the production forecast from here. The current state of global gas markets, which have featured elevated market margins for nearly a year now, underscore the global call for meaningful investment in natural gas infrastructure, which Cheniere is leading with our recent sanctioning of Corpus Christi Stage 3. During this prolonged period of heightened volatility, we've been deliberate and prudent stewards of capital, accelerating progress on our capital allocation objectives and positioning Cheniere for resilient success in the decades to come. We expect to lead with a sustainable investment-grade balance sheet, accretive growth projects, and meaningful and growing shareholder returns. That concludes our prepared remarks. Thank you for your time and your interest in Cheniere. Operator, we are ready to open the line for questions.

Operator

Thank you. Ladies and gentlemen, if you'd like to ask a question, please signal by pressing star one on your telephone keypad. If you're using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. We ask that you please limit yourself to one question and one follow-up question to give everyone an opportunity to ask questions. Thank you. Again, star one to ask a question. We'll pause a moment to give everyone an opportunity to signal for questions. We'll take our first question from Michael Lapides with Goldman Sachs. Please go ahead.

Michael Lapides
VP and Senior Equity Analyst, Goldman Sachs

Hey, guys. Thanks for taking my questions. Just real quickly, can you?

I'll chat a little bit about timeline. You hinted at it a little bit for Stage 3 in terms of potentially, you know, being able to move things forward a little bit. How much, how material? And then can you talk about the maintenance that's being planned in 2023? I assume it's probably more shoulder month, but let me know if that's wrong. Is there a way to quantify the impact on volume?

Jack Fusco
President and CEO, Cheniere Energy

Hey, Michael, thanks. First on construction of Stage 3, I'm extremely pleased at the progress to date. You know, you can tell from my talking points that I perfectly expect my staff and Bechtel to have underpromise and will overdeliver on my expectations. It's a little early at this point for us to revise our schedule, but I would stay tuned if we continue to have this favorable weather and we continue to execute the way the plan has developed. As far as maintenance, yeah, you're right. We try to do maintenance in the shoulder months where LNG prices typically are lowest. It's a six-year cycle at Sabine.

It's an unusual year for us, where we have two trains coming down basically at the same time to do maintenance on them. As far as quantities of the maintenance, I'll turn it over to Zach, and he'll give you more detail on that part of it.

Zach Davis
EVP and CFO, Cheniere Energy

Hey, Michael, as we think about 2022 versus 2023, we're gonna be slightly up year-over-year on total production, and that's really mainly due to the train six. We had about 11 months of production hitting P&L last year, this year, with a little ramp-up in Q1. We have a full year of train six for 2023, but that will be offset a bit by this major maintenance that is definitively planned for next year. Basically, I'd say we are probably rounding down to 44 million tons for the year this year, and we'll be right around 45 million tons, where the rest of the seven trains that won't have the maintenance will pick up the slack to an extent.

Michael Lapides
VP and Senior Equity Analyst, Goldman Sachs

Got it. Thank you, guys. Much appreciated.

Operator

We'll take our next question from Michael Blum with Wells Fargo. Please go ahead.

Michael Blum
Managing Director and Senior Analyst, Wells Fargo Securities

Thanks. Good morning, everyone. Just wanted to go, Zach, to your comments on CapEx in 2023. You flagged the Corpus Christi Stage 3 spending, so that's clear. Anything else you'd flag major? I know you had talked in the past about prep work on Midscale 8 and 9. Just wanted to see if there are any other major items.

Zach Davis
EVP and CFO, Cheniere Energy

That's about it, Michael. I mean, the $1.5 billion is the, let's say, all-in levered cost that we would deploy next year. Frankly, that's kind of what we expect this year. We've spent about $1 billion already pre-FID and post-FID, and have another $400 million-$500 million to go this quarter, as we're like 12% progressed at Stage 3. On other CapEx, we're gonna be spending money, let's say hundreds of millions of dollars across the board on things to continue to optimize but also develop at Corpus and Sabine. You're just not gonna notice it as clearly we'll have billing into DCF next year when we come out with it officially in February.

Michael Blum
Managing Director and Senior Analyst, Wells Fargo Securities

Okay, got it. That makes sense. Then just wanted to ask kind of, between your debt and equity, allocation decisions quarter by quarter, third quarter buybacks are a little bit lower. Debt purchase was higher. Clearly, buybacks are picked up in Q4. Just trying to see if there's any, patterns we should be aware of or what's behind the decision process there. Thank you.

Zach Davis
EVP and CFO, Cheniere Energy

Sure. Clearly you could see in Q2, we bought back over $500 million of stock. During that June period, specifically, the stock had a little pressure on it, and we were opportunistic. If you just look at Q3 from 6/30 to 9/30, the stock went up, like, $35. You can imagine as the stock is going up, we're obviously being less opportunistic. But when things are a little bit more stagnant or obviously there's pressure on the stock, we're hitting it harder. The other thing I'd add is we clearly had to wait till the announcement on capital allocation in mid-September, just with all the MNPI that came with that, to officially set up the 10b5-1 for Q4.

That's why the new plan with the upsized allocations started in earnest in Q4, and we've already bought back over 1 million shares just in October.

Michael Blum
Managing Director and Senior Analyst, Wells Fargo Securities

Perfect. Thank you.

Jack Fusco
President and CEO, Cheniere Energy

Thank you.

Operator

We'll take our next question from Jeremy Tonet with J.P. Morgan. Please go ahead.

Jeremy Tonet
Executive Director and Senior Equity Research Analyst, J.P. Morgan

Hi. Good morning.

Jack Fusco
President and CEO, Cheniere Energy

Morning, Jeremy.

Jeremy Tonet
Executive Director and Senior Equity Research Analyst, J.P. Morgan

I just want to kind of reconcile against the last update that we heard from you guys a bit over a month ago with the September update. You gave guidance, lifted guidance, and since then, spreads came in and you're faced logistical issues, yet you now point to the high end of the EBIT guide. Just wondering what positives materialized, and will they carry into 2023?

Zach Davis
EVP and CFO, Cheniere Energy

Hey, Jeremy, it's Zach. A few things materialized for us in terms of I think there was an extra cargo at Corpus Christi, I mentioned in the prepared remarks. We had higher sub-chartering revenue as we really positioned the whole portfolio going into the winter and with elevated pricing on shipping, that added some money. Then we obviously were a little proactive on selling into the market, even in September, before the market came down a bit and now is just over $10 for the rest of the year. That was offset a bit even by some crossover cargoes that we pushed out again into 2023. They're moving back and forth, depending on whether they're going to hit Europe or Asia.

It only took $ a few hundred million there, and that's not to mention we released those final origination cargoes. We pretty much rolled those over into 2023 to keep that in the arsenal for the long-term origination team. With all that, yeah, we feel pretty good we'll be in the upper half of the guidance range.

Jeremy Tonet
Executive Director and Senior Equity Research Analyst, J.P. Morgan

Got it. Makes sense. I bet a little inherent conservatism was baked in there as well, so always good to see that. Just kind of continuing with this, you know, these European logistics issues, you know, carrying forward into 2023, just wondering if you see that kind of impact in your outlook now. Also just, you know, broadly macro, question here. If Russia is sending much less gas into Europe in 2023, how do you think Europe fills storage next year?

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Hey, Jeremy, it's Anatol. Thanks for the questions. You know, the good news on the Europe front is, it is moving very aggressively to resolve these infrastructure issues. We spoke about our honor to inaugurate Eemshaven. That facility will double. We do expect that throughout 2023, about 60 million tons of additional regas capacity will be added. That number will probably get over 70 million tons in 2024. But we agree with you. We think Europe is in no way out of the woods without that pipeline flow.

It is really for most of this year. It is next winter that we were more worried about because obviously this winter did have the benefit of a substantial amount of flow even in the first half of this year before Nord Stream was fully shut off. It will be a challenge. The infrastructure issues will be addressed over the next really 6-12 months. You've already seen a dramatic decrease in the amount of floating storage into Europe, and we think that with a little bit of weather and this additional infrastructure solutions will get cleaned up quickly. The molecules for Europe will be very difficult to come by over the coming years.

Jeremy Tonet
Executive Director and Senior Equity Research Analyst, J.P. Morgan

Got it. Just to be clear, on that last point, you're saying the winter fill next year looks like it could be as tight as it was this year?

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Entirely weather dependent, of course, as always, but entirely possible that it will be more difficult to reach these, you know, 80+% full storage levels.

Jeremy Tonet
Executive Director and Senior Equity Research Analyst, J.P. Morgan

That's very helpful. Thank you.

Operator

We'll take our next question from Marc Solecitto with Barclays. Please go ahead.

Marc Solecitto
VP and Senior Equity Analyst, Barclays

Hi, good morning. In terms of the liquefaction fee environment and the marginal cost of new supply, it wasn't too long ago where it seemed like the industry might have been trending towards the lower half of that 2 to 2.50 CMI margin assumption range. Just wondering, with interest rates now at the highest they've been at in over 15 years and EPC costs trending higher, where do you see the marginal cost of new supply and liquefaction fees trending today?

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Yeah. Thanks, Marc. Anatol again. You know, we expect that trend to play out, but I have to tell you, kind of in the trenches, you haven't seen much of that. There are the competition among U.S. developers is still one that is anchoring expectations, buyer expectations in that low end of the range. I will say that it has been coming up somewhat, but you know, in the aggregate between these aggressively priced offtake deals by some of the early-stage developers, as well as the EPC inflationary pressures and the interest rate environment, that's a tough equation to solve. We think that that's, of course, part of the reason why you haven't seen more projects breach the FID tape.

Zach, do you wanna add some thoughts on inflation?

Zach Davis
EVP and CFO, Cheniere Energy

Sure. Just to acknowledge the inflation out there, that's clearly happening for everybody, and we think about our operating expenses or even our SG&A. Our SPAs, which we have over 30 of, with different counterparties all over the world, they all have a built-in annual escalator based on CPI for, let's say approximately, give or take, 15%. If you just bake that in and with how much we have in fixed fees, going into the new year, we're more than covering any inflation on O&M and SG&A for the company, which just highlights the stability of that run rate cash flow.

Marc Solecitto
VP and Senior Equity Analyst, Barclays

Got it. That's very helpful. As it relates to the 150 TBtu open for next year, have you started to lock in some of your open exposure for 2023? Would that be included in that referenced open capacity number?

Zach Davis
EVP and CFO, Cheniere Energy

Yeah. So what we acknowledged in the prepared remarks and in the presentation is we actually have 150 TBtu truly open. Of that, we're reserving 20 TBtu for our origination placeholders. That $130 million, give or take for a $1 move in margin, that's open today. However, I'd say we have

Jack Fusco
President and CEO, Cheniere Energy

Probably sold onwards and locked in fixed margins for around 20 TBtu for 2023 at this point. Clearly, liquidity is pretty tough with how volatile it's been. We're making a dent there, and we'll give an even more robust update next year. Got it. Appreciate the time.

Operator

We'll take our next question from Jean Ann Salisbury with Bernstein. Please go ahead.

Jean Ann Salisbury
Senior Analyst, Bernstein

Hi, good morning. Anatol wanted to get your view on the medium-term LNG market, obviously some large moving pieces and whether more U.S. projects go forward and whether Russian gas keeps flowing. Seeing everything that you can see now, do you think it's more likely that LNG will be overbuilt or underbuilt in the back half of the decade?

Jack Fusco
President and CEO, Cheniere Energy

I really don't see this overbuilt dynamic, you know, even in that 2026, 2027, 2028 timeframe. There's such an enormous amount of latent demand, if you will. We've been shying away from the term of demand destruction, right? We've termed it demand management. Even as prices pulled back in Europe modestly over the last month and a half, you've seen a fairly dramatic resumption in industrial demand, right? So those numbers don't go away for a very long time. Yes, you know, BASF and others may build facilities in the U.S. and in Qatar, but fundamentally, the demand picture in Europe just isn't gonna change that much. We still see a tremendous demand growth story out of Asia and EM in general.

We of course, as you know, fully believe that the Qatari mega trains will continue to come on. The four under construction now, +2 more, +2 more. There just aren't enough solutions. Now with this very robust contracting but relatively slow process to FID U.S. projects, that's just gonna make the market that much tighter through the back half of this decade. We see years and years of this dynamic before you can see a truly balanced market. Jean, this is Jack. I always track how much capital is being invested in natural gas infrastructure around the world, and there's over a trillion dollars right now of natural gas projects around the world with pipelines and power plants and regas facilities.

that to me is the signal that gas is here, it's here to stay for the long, long term, and that it, the LNG side of it will continue to grow.

Jean Ann Salisbury
Senior Analyst, Bernstein

Great. Thank you. That's. I appreciate all that. As a follow-up, I'm just wondering what the waiting time for a new LNG FERC filing is these days. I think earlier this year you kind of estimated two years, but said maybe if the U.S. focused on it could be a lot faster than that. Wondering if two years is still a good number or faster than that or possibly slower than that.

Jack Fusco
President and CEO, Cheniere Energy

Yeah. No, Jean-Ann, I'll tell you over the, you know, over the last 6 years, we've doubled our business here at Cheniere. Today, more than ever, that permitting strategy I believe is essential, right? Because it's more and more difficult with the current regulatory environment to make any mid-course changes, whether they're on de-design or construction. I, you know, we pre-filed for mid-scale trains 8 and 9. That got accepted not too long ago. There's a 6-month period after pre-filing that we need to wait. It's our expectation that we will file immediately thereafter, early next year with 8 and 9. Then hopefully my goal is to make those trains contiguous.

Right after train seven is commissioned, I wanna go to train eight and then to train nine. We're trying to move quickly. I think that just strategically, the whole permitting strategy part and making sure that you've crossed the T's and dotted the I's in your application is more important than ever today.

Jean Ann Salisbury
Senior Analyst, Bernstein

Great. Thanks a lot. That's all for me.

Operator

We'll take our next question from Brandon Reynolds with UBS. Please go ahead.

Brandon Reynolds
SVP, UBS

Hi, good morning, everyone. Maybe just to follow up to Jean-Ann's question on the FERC permitting process. Any insights onto whether we could see further growth, you know, at Corpus or Sabine? Are there any signposts that we should be looking for in terms of preference? You know, when should we expect maybe a pre-FERC filing process to begin there? Thanks.

Jack Fusco
President and CEO, Cheniere Energy

No, look, you know from our talking points that and Anatol's talking points, that we're looking at 30+ MTPA of growth across the portfolio. I would expect Sabine to be first. I'd expect sometime next year that we do a pre-filing for additional growth there at Sabine. Again, like I said, we're making sure that we understand everything it is to know about that growth and that filing is complete, so it gets accepted and moved through the process appropriately. Then right after that, hopefully trains 8 and 9 will be done at Corpus and we can focus on whatever additional expansion plans we have there.

Brandon Reynolds
SVP, UBS

Great. That's super helpful. Maybe as a follow-up, you know, the ability to sell cargoes forward in the market, you know, the time seems shorter and shorter relative to years past, just given pricing and liquidity. Can you just talk about, you know, how that market is now? Is it improving in terms of being able to sell those cargoes forward? And, you know, could you be in a situation, you know, middle of next year going into, you know, the tight winter that was alluded to earlier, to where, you know, you'll be selling those cargoes basically at, you know, spot prices at that time? Thanks.

Zach Davis
EVP and CFO, Cheniere Energy

Sure. This is Zach, and I've mentioned this previously on calls, but it's just a totally different world than it was, let's say, 18-24 months ago, where you could lock in a cargo and maybe tie up capital for, I don't know, $10 million, $15 million, $20 million. We're tying up cargoes now into the end of the year, and that potentially requires us to reserve capital of almost $200 million. We start talking about tying up cargoes financially into next year or a quarter plus away. That's over half a billion dollars still. The volatility is just so elevated.

Even with a drop in LNG prices to an extent, even though we're still talking about $10+ this year, $20+ next year and onwards, it just doesn't make it not tenable to handle 130 TBtu that are open for us. What the CMI team has done tremendously well this year and is already doing as we speak is selling physical cargoes on a fixed price basis or even on a Henry Hub plus basis. That's how we've been able to give you these guidance updates with confidence, even though there's been just so much volatility. For the time being, yeah, we don't see financial hedging as a large tool for the company, but it will be a tool.

I mean, you see there's still margin deposits on the balance sheet of over $200 million for the quarter. We're using it, but we're being quite selective.

Brandon Reynolds
SVP, UBS

All right. That's super helpful. Enjoy the rest of your morning, everyone, and thanks for the time.

Zach Davis
EVP and CFO, Cheniere Energy

Thank you.

Operator

We'll take our next question from Julien Dumoulin-Smith with Bank of America. Please go ahead.

Julien Dumoulin-Smith
Senior Research Analyst, Bank of America

Hey, good morning, Jack and team. Thanks for the time. Just to come back to try to quantify some of this. In terms of improving returns, just if only simply because of the higher rate environment, can you try to speak to that a little bit more in terms of what you're prospectively seeing in your counterparty conversations? Again, I know that, Anatol, you tried to provide some context in terms of the offtake prices themselves, but maybe reframe that in terms of returns, if you can elaborate on that initially and maybe speak a little bit to the pace of project. Now, obviously, you've retained a certain portion in 2023, but what are you seeing in terms of your own commitment pace next year as well?

Zach Davis
EVP and CFO, Cheniere Energy

This is Zach. I'm gonna try to answer some of that, and I'll hand it off to Anatol. Basically, what a lot of these folks are experiencing as they try to FID really don't pertain to us today. I mean, we started locking in our costs earlier this year, and then we have a lump sum turnkey contract where I can still say to you that we're building Stage 3 at 6x CapEx to EBITDA, and it's under a lump sum turnkey contract with Bechtel. We have hundreds of millions of dollars of contingency that were baked into that cost that we haven't touched.

We feel very good that we were able to be competitive in our $2-$2.50 range for long-term contracts, and we're gonna make double-digit unlevered returns on Stage 3. We're in the process of permitting trains 8 and 9 on top of that. Obviously they're gonna be incredibly cost-effective considering we're not using tanks, berths or pipelines to expand there. We'll see where those prices shake out. We think it's gonna be extremely competitive and we'll be able to offer a really competitive price out there without elevating prices all that much, if at all. I'll hand it off to Anatol though.

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Yeah, Julien. You know, we felt comfortable with this $2-$2.50 range. As you heard some of the previous Q&A, the market overall for U.S. projects has firmed up a bit, but it is still very much anchored in those early-stage developer proposals. We've always felt like we extract a premium for the operational excellence and the performance that we now have a track record of. We don't participate in the race to the bottom, and we have a lot of components to our contractual agreements, like the inflation mechanism that Zach spoke to earlier that are heavily negotiated, and we think will stand the test of time much better than most of the other proposals that are in the market.

We're still very comfortable with the returns responsible for the top line of that Zach equation. I think we can continue to deliver those types of economics. Yes, we cheat with this brownfield advantage and operational excellence and cargoes that are incrementally available from debottlenecking as part of that commercial value proposition. The numbers that we're giving you today, we still feel very good and strong about.

Zach Davis
EVP and CFO, Cheniere Energy

It's nice to add that we're not really issuing debt all that much these days. We're just paying down billions of dollars of debt. We're just in a different world than we would have been 10 years ago in a rising rate environment.

Julien Dumoulin-Smith
Senior Research Analyst, Bank of America

Totally. Understood. Right. It sounds like return disclosures you guys are writing are largely unchanged, obviously elevated nonetheless. If I can just come back to clarify from earlier on pre-filing, should we expect a regular cadence, you know, as you think about your regular deployment of new liquefaction out in the decade? As you alluded to a moment ago, you would expect next year some pre-filing. Should we expect them to sort of overlap in a similar and regular cadence way? Or do you think that because you say you need to dot your i's and t's here, that you can't have as much of an overlap?

I know that was a little bit of a thought earlier, but just coming back to clarify that.

Jack Fusco
President and CEO, Cheniere Energy

No, I think, Julien, you should expect some overlap between the two sites. We're not gonna have overlap on one site.

Julien Dumoulin-Smith
Senior Research Analyst, Bank of America

Got it. Okay. All right. Fair enough. Thank you, guys.

Jack Fusco
President and CEO, Cheniere Energy

All right. Thanks, Julien.

Operator

We'll take our next question from Benjamin Nolan with Stifel. Please go ahead.

Benjamin Nolan
Managing Director and Senior Equity Analyst, Stifel

Thanks. Hey, guys. I'm surprised that nobody has mentioned this yet, but how about Cristian Javier and those Astros yesterday? My goodness.

Jack Fusco
President and CEO, Cheniere Energy

Thank you for mentioning that because the night before was a bad night. Last night kind of made up for it. We're very excited to have them come back home and bring home the World Series right here in Houston.

Benjamin Nolan
Managing Director and Senior Equity Analyst, Stifel

Absolutely. I'm with you. My two quick questions here is first of all, I'm curious where you stand as it relates to LNG shipping. Obviously, we've seen these shipping rates just explode here recently, and I know a lot of what you do is fully contracted. Maybe just any update on sort of how you're positioned in that respect.

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Yeah. Thanks, Ben. You know, we operate a long-term business that has long-term commitments and lots of flexibility within that. We learned our lessons really before we started in the market and are not in a position to risk being short shipping. We're well protected. Our delivered contracts and our producer contracts have a lot of optionality embedded in them that are paid for by our customers, and we take advantage of that, as Zach mentioned earlier, in some of the optimization opportunities we've experienced over this year. We're in good shape, and the market give us on that side at the moment.

Zach Davis
EVP and CFO, Cheniere Energy

Yeah. I'll just add. I mean, at this point, we're basically the second-largest charter of ships in the world. We've been proactive on this. As we sign up these DES deals or IPM deals, we're typically almost simultaneously locking in long-term charters. Going into this winter, even going into this year, we've had a large portfolio that's well under 100,000 a day when prices have been doubled, tripled, sometimes quadrupled or more. That's been part of the tailwind to EBITDA this year and even part of how we got to the upper end of the guidance range at this point in just the last month is some of the sub-chartering that we've been able to do as we haven't used all our ships to get to Asia, but are directing them towards Europe.

Benjamin Nolan
Managing Director and Senior Equity Analyst, Stifel

That's great color. I appreciate that, Zach. As my follow-up, it's interesting to hear you guys talk about sort of beyond the next phase of Corpus Christi and looking to, you know, potentially do something in Sabine Pass. I'm curious how you're thinking about the way that's done. Obviously, here lately, you're doing the mid-scale versions. Is that just because they happen to be a good fit for where, you know, what you're trying to do with Stage 3? Or are you thinking that, you know, whatever the mid-scale model is probably the way that you're gonna be moving forward with all your incremental development going forward?

Jack Fusco
President and CEO, Cheniere Energy

No, we're looking at all the technologies. We're looking at gas compression. We're looking at large electric compression. We're looking at mid-scale electric compression. We're doing a complete evaluation. I like the mid-scale solution for Stage 3. It helps control the inflationary pressures that we see on the large trains with a lot of, you know, 9% nickel and precious metals. It doesn't mean that's where we're gonna stay for the rest of the portfolio. We'll develop a solution that is appropriate for the site.

Benjamin Nolan
Managing Director and Senior Equity Analyst, Stifel

Okay. I appreciate it. Thank you.

Operator

We'll take our next question from Alex Kania with Wolfe Research. Please go ahead. Alex, your line's open. Please check your mute button.

Alex Kania
Director, Wolfe Research

Oh, sorry about that. Mute. Thanks for taking the time. Just can you talk a little bit more maybe just about the broader landscape of these, you know, partially contracted LNG projects? You know, do you think that ultimately, you know, that a fair amount of those, you know, may not end up moving forward? If so, you know, do those kind of represent commercial opportunities for you to kind of discuss, you know, kind of contracting with some of these parties that are already on board some projects that may end up not moving forward?

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Yeah, Alex Kania, this is Anatol Feygin. I'll try that first and see if anyone else wants to chime in. Look, with the loss of Arctic Russia as a major supply node to meet the LNG demand, U.S. was the next logical choice. You saw this rush to contract 40 million tons year to date, and 30 million of that has yet to be performed on. Like with all of these, there isn't a simple answer for these questions anymore.

As the market becomes large, diverse, has multiple participants, there are a lot of load-serving entities in that 30 million tons that need the LNG, and there are a lot of opportunistic buyers in those 30 million tons that are just out there to see what can possibly get over the finish line and offer the kind of attractive economics that were too good to pass up. There's some of each. We certainly think that we're in a great position to continue to grow our platform, do it judiciously and potentially benefit from some of the buyers that really need the supply over the coming years.

Alex Kania
Director, Wolfe Research

Great. Thanks. Maybe just to follow up on the rating agencies. I mean, I know they've had some time to digest the capital allocation plan, and they've had already some rating updates. Do you kind of have the sense, though, broadly about how maybe that trend towards the investment-grade goal, you know, may look, you know, heading into next year or so? Just getting a sense of, you know, what else do the rating agencies need to get you know, kind of uniformly into the BBB range?

Zach Davis
EVP and CFO, Cheniere Energy

Sure. This is Zach again, and I'll just say we feel quite confident that our balance sheet strategy has been validated even recently with the momentum on the ratings upgrades finally starting to catch up to the momentum on the debt pay down on the credit metrics that are at this point under three times even on an LTM basis. I guess how I'll put it is we're on the in the spirit of the Astros being in the World Series and the no-hitter last night, we're in the home stretch on getting to IG. Basically the game plan is we're going to inundate or overwhelm them with a little more debt pay down and EBITDA growth.

It's just gonna be too evident when you add on to that the execution from operations and construction and just the contracts. I mean, we have over 30 counterparties, average rating A. Remaining life of the contract is 17 years for over 90% of our capacity. When you add all that up, yeah, we're pretty confident we're gonna get there by the first half of 2023, if not sooner. Seeing all the agencies provide upgrades already this year, we're just getting started there.

Alex Kania
Director, Wolfe Research

Great. Thanks so much. Take care.

Operator

We'll take our last question from Craig Shere with Tuohy Brothers. Please go ahead.

Craig Shere
Director of Research, Tuohy Brothers

Thanks for fitting me in. Just kind of picking up a little on the last question about contracting. Note that long-term SPAs from prospective and actual U.S. projects kind of materially trailed off the last couple months. Given that brief hiatus, wonder, Anatol, if you can opine on your confidence that the Europeans will step up to the table again into the first half next year. If you could give us a sense to the degree you think Cheniere is being shortlisted by the Europeans on prospective new long-term commitments due to a combination of your bridging cargoes, a desire to reward those who helped this year, and a desire to work with partners that can make clean energy investments in the medium and long term in CCUS and hydrogen a priority.

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Thanks, Craig, for the leading question. If I ever gave you the impression that we feel confident that there will be an armada of European load-serving utilities as counterparties, I misspoke. I think that those will be few and far between. We of course have done the transactions with Equinor, ENGIE, as you know, this year. We are optimistic that European-based buyers will be part of the portfolio and part of the solution going forward. But we do see the Asian market as the primary growth driver and the primary long-term contracting opportunity. Year to date, there have been precious few. I think what you would call European buyers that have come to the table. You'll see them here and there.

We're obviously in those discussions. As you said, we bring a lot to the table. They are few and far between. Even though we have been a critical part of rebalancing Europe last year and this year, and will continue to do our best to support its efforts to meet its energy demands, we don't expect a lot of load-serving European utilities to be in that 30+ counterparty list going forward.

Craig Shere
Director of Research, Tuohy Brothers

Understood. Thank you.

Anatol Feygin
EVP and Chief Commercial Officer, Cheniere Energy

Thanks, Craig. Thank you, everybody. Thanks for your support of Cheniere.

Operator

Ladies and gentlemen, this does conclude today's conference. We appreciate your participation. You may now disconnect.

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