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Delaware
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001-16383
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95-4352386
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
|
|
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700 Milam Street, Suite 1900
|
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Houston, Texas
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|
77002
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
x
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Accelerated filer
¨
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|||||
Non-accelerated filer
¨
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Smaller reporting company
¨
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|||||
(Do not check if a smaller reporting company)
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Bcf/d
|
|
billion cubic feet per day
|
Bcf/yr
|
|
billion cubic feet per year
|
Bcfe
|
|
billion cubic feet equivalent
|
DOE
|
|
U.S. Department of Energy
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EPC
|
|
engineering, procurement and construction
|
FERC
|
|
Federal Energy Regulatory Commission
|
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 USD 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
|
LIBOR
|
|
London Interbank Offered Rate
|
LNG
|
|
liquefied natural gas, a product of natural gas consisting primarily of methane (CH4) that is in liquid form at near atmospheric pressure
|
MMBtu
|
|
million British thermal units, an energy unit
|
mtpa
|
|
million tonnes per annum
|
non-FTA countries
|
|
countries without a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
|
SEC
|
|
Securities and Exchange Commission
|
SPA
|
|
LNG sale and purchase agreement
|
Train
|
|
a refrigerant compressor train used in the industrial process to convert natural gas into LNG
|
TUA
|
|
terminal use agreement
|
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June 30,
|
|
December 31,
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||||
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2015
|
|
2014
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,470,207
|
|
|
$
|
1,747,583
|
|
Restricted cash
|
684,073
|
|
|
481,737
|
|
||
Accounts and interest receivable
|
6,746
|
|
|
4,419
|
|
||
LNG inventory
|
13,954
|
|
|
4,294
|
|
||
Other current assets
|
88,382
|
|
|
20,844
|
|
||
Total current assets
|
2,263,362
|
|
|
2,258,877
|
|
||
|
|
|
|
||||
Non-current restricted cash
|
739,145
|
|
|
550,811
|
|
||
Property, plant and equipment, net
|
13,799,113
|
|
|
9,246,753
|
|
||
Debt issuance costs, net
|
637,301
|
|
|
242,323
|
|
||
Non-current derivative assets
|
21,363
|
|
|
11,744
|
|
||
Goodwill
|
76,819
|
|
|
76,819
|
|
||
Other non-current assets
|
222,399
|
|
|
186,356
|
|
||
Total assets
|
$
|
17,759,502
|
|
|
$
|
12,573,683
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
23,799
|
|
|
$
|
13,426
|
|
Accrued liabilities
|
565,832
|
|
|
169,129
|
|
||
Deferred revenue
|
26,671
|
|
|
26,655
|
|
||
Derivative liabilities
|
23,937
|
|
|
23,247
|
|
||
Other current liabilities
|
600
|
|
|
18
|
|
||
Total current liabilities
|
640,839
|
|
|
232,475
|
|
||
|
|
|
|
||||
Long-term debt, net
|
14,854,794
|
|
|
9,806,084
|
|
||
Non-current deferred revenue
|
11,500
|
|
|
13,500
|
|
||
Other non-current liabilities
|
37,013
|
|
|
20,107
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Footnote 11)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.003 par value
|
|
|
|
|
|||
Authorized: 480.0 million shares at June 30, 2015 and December 31, 2014
|
|
|
|
||||
Issued and outstanding: 236.6 million shares and 236.7 million shares at June 30, 2015 and December 31, 2014, respectively
|
711
|
|
|
712
|
|
||
Treasury stock: 10.7 million shares and 10.6 million shares at June 30, 2015 and December 31, 2014, respectively, at cost
|
(298,926
|
)
|
|
(292,752
|
)
|
||
Additional paid-in-capital
|
3,014,483
|
|
|
2,776,702
|
|
||
Accumulated deficit
|
(3,035,043
|
)
|
|
(2,648,839
|
)
|
||
Total stockholders’ deficit
|
(318,775
|
)
|
|
(164,177
|
)
|
||
Non-controlling interest
|
2,534,131
|
|
|
2,665,694
|
|
||
Total equity
|
2,215,356
|
|
|
2,501,517
|
|
||
Total liabilities and equity
|
$
|
17,759,502
|
|
|
$
|
12,573,683
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
LNG terminal revenues
|
$
|
67,905
|
|
|
$
|
66,841
|
|
|
$
|
135,486
|
|
|
$
|
133,260
|
|
Marketing and trading revenues (losses)
|
(706
|
)
|
|
324
|
|
|
(44
|
)
|
|
981
|
|
||||
Other
|
826
|
|
|
480
|
|
|
952
|
|
|
954
|
|
||||
Total revenues
|
68,025
|
|
|
67,645
|
|
|
136,394
|
|
|
135,195
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
General and administrative expense
|
107,856
|
|
|
67,720
|
|
|
165,873
|
|
|
141,528
|
|
||||
Operating and maintenance expense
|
18,877
|
|
|
29,409
|
|
|
56,030
|
|
|
43,096
|
|
||||
Depreciation expense
|
20,154
|
|
|
17,298
|
|
|
37,923
|
|
|
32,773
|
|
||||
Development expense
|
16,609
|
|
|
15,263
|
|
|
32,705
|
|
|
27,375
|
|
||||
Other
|
109
|
|
|
90
|
|
|
441
|
|
|
170
|
|
||||
Total operating costs and expenses
|
163,605
|
|
|
129,780
|
|
|
292,972
|
|
|
244,942
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(95,580
|
)
|
|
(62,135
|
)
|
|
(156,578
|
)
|
|
(109,747
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(85,486
|
)
|
|
(43,789
|
)
|
|
(145,098
|
)
|
|
(84,059
|
)
|
||||
Loss on early extinguishment of debt
|
(7,281
|
)
|
|
(114,335
|
)
|
|
(96,273
|
)
|
|
(114,335
|
)
|
||||
Derivative gain (loss), net
|
45,755
|
|
|
(60,178
|
)
|
|
(80,181
|
)
|
|
(94,859
|
)
|
||||
Other income (expense)
|
283
|
|
|
(189
|
)
|
|
655
|
|
|
121
|
|
||||
Total other expense
|
(46,729
|
)
|
|
(218,491
|
)
|
|
(320,897
|
)
|
|
(293,132
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes and non-controlling interest
|
(142,309
|
)
|
|
(280,626
|
)
|
|
(477,475
|
)
|
|
(402,879
|
)
|
||||
Income tax benefit (provision)
|
507
|
|
|
(84
|
)
|
|
(171
|
)
|
|
(176
|
)
|
||||
Net loss
|
(141,802
|
)
|
|
(280,710
|
)
|
|
(477,646
|
)
|
|
(403,055
|
)
|
||||
Less: net loss attributable to non-controlling interest
|
(23,307
|
)
|
|
(78,782
|
)
|
|
(91,442
|
)
|
|
(103,317
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(118,495
|
)
|
|
$
|
(201,928
|
)
|
|
$
|
(386,204
|
)
|
|
$
|
(299,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders—basic and diluted
|
$
|
(0.52
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.71
|
)
|
|
$
|
(1.34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding—basic and diluted
|
226,481
|
|
|
223,602
|
|
|
226,405
|
|
|
223,406
|
|
|
Total Stockholders’ Equity
|
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Non-controlling Interest
|
|
Total
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
236,745
|
|
|
$
|
712
|
|
|
10,596
|
|
|
$
|
(292,752
|
)
|
|
$
|
2,776,702
|
|
|
$
|
(2,648,839
|
)
|
|
$
|
2,665,694
|
|
|
$
|
2,501,517
|
|
Exercise of stock options
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,914
|
|
|
—
|
|
|
—
|
|
|
1,914
|
|
||||||
Issuances of restricted stock
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(138
|
)
|
|
(1
|
)
|
|
14
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,411
|
|
|
—
|
|
|
—
|
|
|
37,411
|
|
||||||
Shares repurchased related to share-based compensation
|
(80
|
)
|
|
—
|
|
|
80
|
|
|
(6,174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,174
|
)
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
||||||
Equity portion of issuance of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,326
|
|
|
—
|
|
|
—
|
|
|
198,326
|
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,442
|
)
|
|
(91,442
|
)
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,121
|
)
|
|
(40,121
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386,204
|
)
|
|
—
|
|
|
(386,204
|
)
|
||||||
Balance at June 30, 2015
|
236,600
|
|
|
$
|
711
|
|
|
10,690
|
|
|
$
|
(298,926
|
)
|
|
$
|
3,014,483
|
|
|
$
|
(3,035,043
|
)
|
|
$
|
2,534,131
|
|
|
$
|
2,215,356
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(477,646
|
)
|
|
$
|
(403,055
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Loss on early extinguishment of debt
|
96,273
|
|
|
114,335
|
|
||
Depreciation expense
|
37,923
|
|
|
32,773
|
|
||
Amortization of debt issuance costs and discount
|
24,900
|
|
|
5,639
|
|
||
Share-based compensation
|
66,378
|
|
|
62,013
|
|
||
Non-cash LNG inventory write-downs
|
17,366
|
|
|
14,978
|
|
||
Total losses on derivatives, net
|
80,198
|
|
|
94,859
|
|
||
Net cash used for settlement of derivative instruments
|
(88,934
|
)
|
|
(17,437
|
)
|
||
Other
|
29,133
|
|
|
(1,826
|
)
|
||
Changes in restricted cash for certain operating activities
|
(55,410
|
)
|
|
82,927
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and interest receivable
|
(2,396
|
)
|
|
461
|
|
||
Accounts payable and accrued liabilities
|
42,101
|
|
|
22,856
|
|
||
LNG inventory
|
(27,026
|
)
|
|
(14,376
|
)
|
||
Deferred revenue
|
(1,985
|
)
|
|
(1,955
|
)
|
||
Other, net
|
(35,830
|
)
|
|
(3,533
|
)
|
||
Net cash used in operating activities
|
(294,955
|
)
|
|
(11,341
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(4,294,814
|
)
|
|
(1,352,400
|
)
|
||
Use of restricted cash for the acquisition of property, plant and equipment
|
4,183,620
|
|
|
1,303,011
|
|
||
Other
|
(101,836
|
)
|
|
(5,894
|
)
|
||
Net cash used in investing activities
|
(213,030
|
)
|
|
(55,283
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
5,205,000
|
|
|
2,584,500
|
|
||
Investment in restricted cash
|
(4,518,880
|
)
|
|
(2,282,903
|
)
|
||
Debt issuance and deferred financing costs
|
(411,149
|
)
|
|
(85,367
|
)
|
||
Distributions and dividends to non-controlling interest
|
(40,121
|
)
|
|
(39,644
|
)
|
||
Repayments of long-term debt
|
—
|
|
|
(177,000
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(6,174
|
)
|
|
(9,218
|
)
|
||
Proceeds from exercise of stock options
|
1,914
|
|
|
6,265
|
|
||
Other
|
19
|
|
|
(964
|
)
|
||
Net cash provided by (used in) financing activities
|
230,609
|
|
|
(4,331
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(277,376
|
)
|
|
(70,955
|
)
|
||
Cash and cash equivalents—beginning of period
|
1,747,583
|
|
|
960,842
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,470,207
|
|
|
$
|
889,887
|
|
|
June 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
LNG terminal costs
|
|
|
|
||||
LNG terminal
|
$
|
2,466,559
|
|
|
$
|
2,269,429
|
|
LNG terminal construction-in-process
|
11,495,832
|
|
|
7,155,046
|
|
||
LNG site and related costs, net
|
9,391
|
|
|
9,395
|
|
||
Accumulated depreciation
|
(381,285
|
)
|
|
(350,497
|
)
|
||
Total LNG terminal costs, net
|
13,590,497
|
|
|
9,083,373
|
|
||
Fixed assets and other
|
|
|
|
|
|
||
Computer and office equipment
|
10,145
|
|
|
7,464
|
|
||
Furniture and fixtures
|
16,620
|
|
|
10,733
|
|
||
Computer software
|
64,320
|
|
|
46,882
|
|
||
Leasehold improvements
|
38,047
|
|
|
36,067
|
|
||
Land
|
59,087
|
|
|
55,522
|
|
||
Other
|
53,624
|
|
|
36,881
|
|
||
Accumulated depreciation
|
(33,227
|
)
|
|
(30,169
|
)
|
||
Total fixed assets and other, net
|
208,616
|
|
|
163,380
|
|
||
Property, plant and equipment, net
|
$
|
13,799,113
|
|
|
$
|
9,246,753
|
|
•
|
commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal (“Natural Gas Derivatives”);
|
•
|
commodity derivatives consisting of natural gas purchase agreements and associated economic hedges to secure natural gas feedstock for the SPL Project (“Liquefaction Supply Derivatives”);
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the 2015 SPL Credit Facilities (“SPL Interest Rate Derivatives”); and
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the 2015 CCH Credit Facility (“CCH Interest Rate Derivatives”).
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
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
|
||||||||||||||||
Natural Gas Derivatives asset (liability)
|
$
|
—
|
|
|
$
|
(315
|
)
|
|
$
|
—
|
|
|
$
|
(315
|
)
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
Liquefaction Supply Derivatives asset (liability)
|
—
|
|
|
(27
|
)
|
|
440
|
|
|
413
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
342
|
|
||||||||
SPL Interest Rate Derivatives liability
|
—
|
|
|
(8,172
|
)
|
|
—
|
|
|
(8,172
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
—
|
|
|
(12,036
|
)
|
||||||||
CCH Interest Rate Derivatives asset
|
—
|
|
|
5,335
|
|
|
—
|
|
|
5,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Net Fair Value Asset
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Liquefaction Supply Derivatives
|
|
$440
|
|
Income Approach
|
|
Basis Spread
|
|
$ (0.350) - $0.020
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
Total
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
Total
|
||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
181
|
|
|
$
|
307
|
|
|
$
|
488
|
|
|
$
|
219
|
|
|
$
|
76
|
|
|
$
|
295
|
|
Non-current derivative assets
|
|
—
|
|
|
426
|
|
|
426
|
|
|
—
|
|
|
586
|
|
|
586
|
|
||||||
Total derivative assets
|
|
181
|
|
|
733
|
|
|
914
|
|
|
219
|
|
|
662
|
|
|
881
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
(496
|
)
|
|
(222
|
)
|
|
(718
|
)
|
|
—
|
|
|
(53
|
)
|
|
(53
|
)
|
||||||
Other non-current liabilities
|
|
—
|
|
|
(98
|
)
|
|
(98
|
)
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
||||||
Total derivative liabilities
|
|
(496
|
)
|
|
(320
|
)
|
|
(816
|
)
|
|
—
|
|
|
(320
|
)
|
|
(320
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
|
$
|
(315
|
)
|
|
$
|
413
|
|
|
$
|
98
|
|
|
$
|
219
|
|
|
$
|
342
|
|
|
$
|
561
|
|
|
(1)
|
Does not include collateral of
$6.3 million
and
$5.7 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheets as of
June 30, 2015
and
December 31, 2014
, respectively.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
Statement of Operations Location
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Natural Gas Derivatives gain (loss)
|
Marketing and trading revenues (losses)
|
$
|
67
|
|
|
$
|
21
|
|
|
$
|
(98
|
)
|
|
$
|
370
|
|
Natural Gas Derivatives gain (loss)
|
Derivative gain (loss), net
|
(294
|
)
|
|
(56
|
)
|
|
460
|
|
|
(258
|
)
|
||||
Natural Gas Derivatives gain
|
Operating and maintenance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||
Liquefaction Supply Derivatives gain (1)
|
Operating and maintenance expense
|
81
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
SPL Interest Rate Derivatives
|
|
$20.0 million
|
|
$690.8 million
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
CCH Interest Rate Derivatives
|
|
28.8 million
|
|
$5.5 billion
|
|
May 20, 2015
|
|
May 31, 2022
|
|
2.29%
|
|
One-month LIBOR
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
SPL Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
|
SPL Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current derivative assets
|
|
—
|
|
|
20,937
|
|
|
20,937
|
|
|
11,158
|
|
|
—
|
|
|
11,158
|
|
||||||
Total derivative assets
|
|
—
|
|
|
20,937
|
|
|
20,937
|
|
|
11,158
|
|
|
—
|
|
|
11,158
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
(7,617
|
)
|
|
(15,602
|
)
|
|
(23,219
|
)
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
||||||
Other non-current liabilities
|
|
(555
|
)
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivative liabilities
|
|
(8,172
|
)
|
|
(15,602
|
)
|
|
(23,774
|
)
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
|
$
|
(8,172
|
)
|
|
$
|
5,335
|
|
|
$
|
(2,837
|
)
|
|
$
|
(12,036
|
)
|
|
$
|
—
|
|
|
$
|
(12,036
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
SPL Interest Rate Derivatives gain (loss)
|
|
$
|
1,469
|
|
|
$
|
(60,122
|
)
|
|
$
|
(35,669
|
)
|
|
$
|
(94,601
|
)
|
CCH Interest Rate Derivatives gain (loss)
|
|
44,580
|
|
|
—
|
|
|
(44,972
|
)
|
|
—
|
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
Offsetting Derivative Assets (Liabilities)
|
|
|
|
|||||||||
As of June 30, 2015
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
$
|
(595
|
)
|
|
$
|
280
|
|
|
$
|
(315
|
)
|
Liquefaction Supply Derivatives
|
|
733
|
|
|
—
|
|
|
733
|
|
|||
Liquefaction Supply Derivatives
|
|
(320
|
)
|
|
—
|
|
|
(320
|
)
|
|||
SPL Interest Rate Derivatives
|
|
(8,172
|
)
|
|
—
|
|
|
(8,172
|
)
|
|||
CCH Interest Rate Derivatives
|
|
20,937
|
|
|
—
|
|
|
20,937
|
|
|||
CCH Interest Rate Derivatives
|
|
(15,602
|
)
|
|
—
|
|
|
(15,602
|
)
|
|||
As of December 31, 2014
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
223
|
|
|
(4
|
)
|
|
219
|
|
|||
Liquefaction Supply Derivatives
|
|
662
|
|
|
—
|
|
|
662
|
|
|||
Liquefaction Supply Derivatives
|
|
(320
|
)
|
|
—
|
|
|
(320
|
)
|
|||
SPL Interest Rate Derivatives
|
|
11,158
|
|
|
—
|
|
|
11,158
|
|
|||
SPL Interest Rate Derivatives
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Interest expense and related debt fees
|
|
$
|
235,996
|
|
|
$
|
112,858
|
|
Employee-related costs
|
|
78,908
|
|
|
6,425
|
|
||
LNG liquefaction costs
|
|
229,375
|
|
|
22,014
|
|
||
LNG terminal costs
|
|
6,477
|
|
|
1,077
|
|
||
Other accrued liabilities
|
|
15,076
|
|
|
26,755
|
|
||
Total accrued liabilities
|
|
$
|
565,832
|
|
|
$
|
169,129
|
|
|
|
Interest
|
|
June 30,
|
|
December 31,
|
||||
|
|
Rate
|
|
2015
|
|
2014
|
||||
Long-term debt
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
7.500%
|
|
$
|
1,665,500
|
|
|
$
|
1,665,500
|
|
2020 SPLNG Senior Notes
|
|
6.500%
|
|
420,000
|
|
|
420,000
|
|
||
2021 SPL Senior Notes
|
|
5.625%
|
|
2,000,000
|
|
|
2,000,000
|
|
||
2022 SPL Senior Notes
|
|
6.250%
|
|
1,000,000
|
|
|
1,000,000
|
|
||
2023 SPL Senior Notes
|
|
5.625%
|
|
1,500,000
|
|
|
1,500,000
|
|
||
2024 SPL Senior Notes
|
|
5.750%
|
|
2,000,000
|
|
|
2,000,000
|
|
||
2025 SPL Senior Notes
|
|
5.625%
|
|
2,000,000
|
|
|
—
|
|
||
2015 SPL Credit Facilities (1)
|
|
(2)
|
|
—
|
|
|
—
|
|
||
2021 Cheniere Convertible Unsecured Notes
|
|
4.875%
|
|
1,028,953
|
|
|
1,004,469
|
|
||
2025 CCH Holdco II Convertible Senior Notes
|
|
11.000%
|
|
1,003,667
|
|
|
—
|
|
||
2045 Cheniere Convertible Senior Notes
|
|
4.250%
|
|
625,000
|
|
|
—
|
|
||
CTPL Term Loan
|
|
(3)
|
|
400,000
|
|
|
400,000
|
|
||
2015 CCH Credit Facility (4)
|
|
(5)
|
|
1,705,000
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
15,348,120
|
|
|
9,989,969
|
|
||
Long-term debt premium (discount)
|
|
|
|
|
|
|
|
|
||
2016 SPLNG Senior Notes
|
|
|
|
(6,651
|
)
|
|
(8,998
|
)
|
||
2021 SPL Senior Notes
|
|
|
|
9,457
|
|
|
10,177
|
|
||
2023 SPL Senior Notes
|
|
|
|
6,745
|
|
|
7,088
|
|
||
2021 Cheniere Convertible Unsecured Notes
|
|
|
|
(180,862
|
)
|
|
(189,717
|
)
|
||
2045 Cheniere Convertible Senior Notes
|
|
|
|
(320,083
|
)
|
|
—
|
|
||
CTPL Term Loan
|
|
|
|
(1,932
|
)
|
|
(2,435
|
)
|
||
Total long-term debt, net
|
|
|
|
$
|
14,854,794
|
|
|
$
|
9,806,084
|
|
|
(1)
|
Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project.
|
(2)
|
Variable interest rate, at SPL’s election, is
LIBOR
or the base rate plus the applicable margin. The applicable margins for
LIBOR
loans range from
1.30%
to
1.75%
, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is
1.75%
. Interest on
LIBOR
loans is due and payable at the end of each
LIBOR
period, and interest on base rate loans is due and payable at the end of each quarter.
|
(3)
|
Variable interest rate, at CTPL’s election, is
LIBOR
or the base rate plus the applicable margin. CTPL has historically elected
LIBOR
loans, for which the applicable margin is
3.25%
and is due and payable at the end of each LIBOR period.
|
(4)
|
Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project.
|
(5)
|
Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for
LIBOR
loans are
2.25%
prior to completion of the first two Trains of the CCL Project and
2.50%
on completion and thereafter. The applicable margins for base rate loans are
1.25%
prior to completion of the first two Trains of the CCL Project and
1.50%
on completion and thereafter. Interest on
LIBOR
loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest per contractual rate
|
|
$
|
33,603
|
|
|
$
|
—
|
|
|
$
|
47,542
|
|
|
$
|
—
|
|
Amortization of debt discount
|
|
7,116
|
|
|
—
|
|
|
13,714
|
|
|
—
|
|
||||
Amortization of debt issuance costs
|
|
601
|
|
|
—
|
|
|
615
|
|
|
—
|
|
||||
Total interest expense related to the Convertible Notes
|
|
$
|
41,320
|
|
|
$
|
—
|
|
|
$
|
61,871
|
|
|
$
|
—
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2016 SPLNG Senior Notes, net of discount (1)
|
|
$
|
1,658,849
|
|
|
$
|
1,745,939
|
|
|
$
|
1,656,502
|
|
|
$
|
1,718,621
|
|
2020 SPLNG Senior Notes (1)
|
|
420,000
|
|
|
435,750
|
|
|
420,000
|
|
|
428,400
|
|
||||
2021 SPL Senior Notes, net of premium (1)
|
|
2,009,457
|
|
|
2,049,646
|
|
|
2,010,177
|
|
|
1,985,050
|
|
||||
2022 SPL Senior Notes (1)
|
|
1,000,000
|
|
|
1,027,500
|
|
|
1,000,000
|
|
|
1,020,000
|
|
||||
2023 SPL Senior Notes, net of premium (1)
|
|
1,506,745
|
|
|
1,493,561
|
|
|
1,507,089
|
|
|
1,476,947
|
|
||||
2024 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,982,500
|
|
|
2,000,000
|
|
|
1,970,000
|
|
||||
2025 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,960,000
|
|
|
—
|
|
|
—
|
|
||||
2015 SPL Credit Facilities (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2021 Cheniere Convertible Unsecured Notes, net of discount (3)
|
|
848,091
|
|
|
1,054,059
|
|
|
814,751
|
|
|
1,025,563
|
|
||||
2025 CCH Holdco II Convertible Senior Notes (3)
|
|
1,003,667
|
|
|
928,591
|
|
|
—
|
|
|
—
|
|
||||
2045 Cheniere Convertible Senior Notes, net of discount (4)
|
|
304,917
|
|
|
470,706
|
|
|
—
|
|
|
—
|
|
||||
CTPL Term Loan, net of discount (2)
|
|
398,068
|
|
|
400,000
|
|
|
397,565
|
|
|
400,000
|
|
||||
2015 CCH Credit Facility (2)
|
|
1,705,000
|
|
|
1,705,000
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on
June 30, 2015
and
December 31, 2014
, as applicable.
|
(2)
|
The Level 3 estimated fair value approximates the principal amount 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.
|
(3)
|
The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market.
|
(4)
|
The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
226,481
|
|
|
223,602
|
|
|
226,405
|
|
|
223,406
|
|
||||
Dilutive common stock options (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
226,481
|
|
|
223,602
|
|
|
226,405
|
|
|
223,406
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(0.52
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.71
|
)
|
|
$
|
(1.34
|
)
|
|
(1)
|
Stock options and unvested stock of
10.1 million
shares and
14.5 million
shares for the
three months ended June 30, 2015 and 2014
, respectively, and
10.1 million
shares and
14.4 million
shares for the
six months ended June 30, 2015 and 2014
, respectively, representing securities that could potentially dilute basic EPS in the future were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. In addition,
38.6 million
shares in aggregate, issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes, the 2025 CCH Holdco II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes, as described in
Note 7—Long-Term Debt
, were not included in the computation of diluted net loss per share for the
three and six months ended June 30, 2015
because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive.
|
|
Segments
|
||||||||||||||
|
LNG Terminal
|
|
LNG & Natural Gas Marketing
|
|
Corporate and Other (1)
|
|
Total
Consolidation
|
||||||||
As of or for the Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers (2)
|
$
|
68,532
|
|
|
$
|
(706
|
)
|
|
$
|
199
|
|
|
$
|
68,025
|
|
Intersegment revenues (losses) (3)
|
491
|
|
|
6,354
|
|
|
(6,845
|
)
|
|
—
|
|
||||
Depreciation expense
|
16,071
|
|
|
244
|
|
|
3,839
|
|
|
20,154
|
|
||||
Loss from operations
|
(17,767
|
)
|
|
(26,367
|
)
|
|
(51,446
|
)
|
|
(95,580
|
)
|
||||
Interest expense, net
|
(59,465
|
)
|
|
—
|
|
|
(26,021
|
)
|
|
(85,486
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(33,403
|
)
|
|
(26,816
|
)
|
|
(82,090
|
)
|
|
(142,309
|
)
|
||||
Share-based compensation
|
25,778
|
|
|
6,052
|
|
|
36,835
|
|
|
68,665
|
|
||||
Goodwill
|
76,819
|
|
|
—
|
|
|
—
|
|
|
76,819
|
|
||||
Total assets
|
15,964,158
|
|
|
567,541
|
|
|
1,227,803
|
|
|
17,759,502
|
|
||||
Expenditures for additions to long-lived assets
|
3,944,191
|
|
|
1,400
|
|
|
20,874
|
|
|
3,966,465
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of or for the Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers (2)
|
$
|
66,841
|
|
|
$
|
324
|
|
|
$
|
480
|
|
|
$
|
67,645
|
|
Intersegment revenues (losses) (3)
|
734
|
|
|
1,900
|
|
|
(2,634
|
)
|
|
—
|
|
||||
Depreciation expense
|
14,810
|
|
|
109
|
|
|
2,379
|
|
|
17,298
|
|
||||
Loss from operations
|
(20,607
|
)
|
|
(14,907
|
)
|
|
(26,621
|
)
|
|
(62,135
|
)
|
||||
Interest expense, net
|
(43,895
|
)
|
|
—
|
|
|
106
|
|
|
(43,789
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(234,123
|
)
|
|
(15,189
|
)
|
|
(31,314
|
)
|
|
(280,626
|
)
|
||||
Share-based compensation
|
3,512
|
|
|
2,421
|
|
|
22,686
|
|
|
28,619
|
|
||||
Goodwill
|
76,819
|
|
|
—
|
|
|
—
|
|
|
76,819
|
|
||||
Total assets
|
10,861,606
|
|
|
63,020
|
|
|
934,669
|
|
|
11,859,295
|
|
||||
Expenditures for additions to long-lived assets
|
809,658
|
|
|
471
|
|
|
6,315
|
|
|
816,444
|
|
||||
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers (2)
|
$
|
136,112
|
|
|
$
|
(44
|
)
|
|
$
|
326
|
|
|
$
|
136,394
|
|
Intersegment revenues (losses) (3)
|
594
|
|
|
13,371
|
|
|
(13,965
|
)
|
|
—
|
|
||||
Depreciation expense
|
31,012
|
|
|
444
|
|
|
6,467
|
|
|
37,923
|
|
||||
Loss from operations
|
(42,856
|
)
|
|
(31,550
|
)
|
|
(82,172
|
)
|
|
(156,578
|
)
|
||||
Interest expense, net
|
(102,310
|
)
|
|
—
|
|
|
(42,788
|
)
|
|
(145,098
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(311,058
|
)
|
|
(32,206
|
)
|
|
(134,211
|
)
|
|
(477,475
|
)
|
||||
Share-based compensation
|
28,917
|
|
|
10,087
|
|
|
47,651
|
|
|
86,655
|
|
||||
Expenditures for additions to long-lived assets
|
4,534,436
|
|
|
2,114
|
|
|
49,655
|
|
|
4,586,205
|
|
||||
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers (2)
|
$
|
133,260
|
|
|
$
|
982
|
|
|
$
|
953
|
|
|
$
|
135,195
|
|
Intersegment revenues (losses) (3)
|
1,506
|
|
|
4,074
|
|
|
(5,580
|
)
|
|
—
|
|
||||
Depreciation expense
|
29,216
|
|
|
261
|
|
|
3,296
|
|
|
32,773
|
|
||||
Loss from operations
|
(28,123
|
)
|
|
(26,501
|
)
|
|
(55,123
|
)
|
|
(109,747
|
)
|
||||
Interest expense, net
|
(84,268
|
)
|
|
—
|
|
|
209
|
|
|
(84,059
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(311,477
|
)
|
|
(26,916
|
)
|
|
(64,486
|
)
|
|
(402,879
|
)
|
||||
Share-based compensation
|
6,562
|
|
|
8,931
|
|
|
50,824
|
|
|
66,317
|
|
||||
Expenditures for additions to long-lived assets
|
1,469,437
|
|
|
785
|
|
|
32,225
|
|
|
1,502,447
|
|
|
(1)
|
Includes corporate activities, business development, oil and gas exploration, development and exploitation, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column due to the lack of a material impact that these activities have on our Consolidated Financial Statements.
|
(2)
|
Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal.
|
(3)
|
Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated
Statements of Operations
.
|
(4)
|
Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated
Statements of Operations
primarily related to our LNG terminal segment.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash paid during the year for interest, net of amounts capitalized and deferred
|
|
$
|
46,165
|
|
|
$
|
49,219
|
|
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities
|
|
383,722
|
|
|
286,388
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions 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 ability to enter into such transactions;
|
•
|
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 LNG regasification, 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 and capital expenditures, any or all of which are subject to change;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
|
•
|
statements regarding our anticipated LNG and natural gas marketing activities; and
|
•
|
any other statements that relate to non-historica
l or future information.
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
We issued an aggregate principal amount of $625.0 million Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) through a registered direct offering. The 2045 Cheniere Convertible Senior Notes were issued with an original issue discount of 20% and accrue interest at a rate of 4.25% per annum, which is payable semi-annually in arrears. The net proceeds of $495.7 million, after deducting estimated fees and estimated offering expenses of $4.3 million, are being used for general corporate purposes.
|
•
|
Cheniere Marketing and CCL received authorization from the DOE to export up to a combined total of the equivalent of 767 Bcf/yr of domestically produced LNG by vessel from the CCL Project to non-FTA countries for a 20-year term.
|
•
|
CCH entered into a credit facility (the “2015 CCH Credit Facility”) to be used for costs associated with the development, construction, operation and maintenance of the CCL Project, with commitments of $8.4 billion linked to Stage 1 of the CCL Project and the Corpus Christi Pipeline and an additional $3.1 billion linked to Stage 2 of the CCL Project.
|
•
|
CCH HoldCo II issued $1.0 billion aggregate principal amount of 11% Senior Secured Notes due 2025 (the “2025 CCH Holdco II Convertible Senior Notes”), which will be used to pay a portion of the capital costs associated with Stage 1 of the CCL Project and the Corpus Christi Pipeline.
|
•
|
CCL issued a notice to proceed (“NTP”) to Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) under the lump sum turnkey contract for the engineering, procurement and construction of Stage 1 of the CCL Project (the “EPC Contract (CCL Stage 1)”).
|
•
|
We have agreed in principle to partner with Parallax Enterprises, LLC (“Parallax”) to develop up to 11 mtpa of LNG production capacity through Parallax’s two mid-scale natural gas liquefaction projects in Louisiana along the Gulf Coast.
|
•
|
SPL issued an aggregate principal amount of $2.0 billion of 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes”). Net proceeds from the offering will be used to pay a portion of the capital costs associated with the construction of the first four Trains of the SPL Project.
|
•
|
We received authorization from the FERC to site, construct and operate Trains 5 and 6 of the SPL Project.
|
•
|
SPL received authorization from the DOE to export up to a combined total of the equivalent of 503.3 Bcf/yr of domestically produced LNG by vessel from Trains 5 and 6 of the SPL Project to non-FTA countries for a 20-year term.
|
•
|
SPL entered into a lump sum turnkey contract for the engineering, procurement and construction of Train 5 of the SPL Project (the “EPC Contract (Train 5)”).
|
•
|
SPL entered into four credit facilities (collectively, the “2015 SPL Credit Facilities”) totaling $4.6 billion, which replaced its existing credit facilities. The 2015 SPL Credit Facilities will be used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 5 of the SPL Project.
|
•
|
SPL issued an NTP to Bechtel under the EPC Contract (Train 5).
|
•
|
Cheniere Partners through operating cash flows from SPLNG and SPL, existing unrestricted cash and debt or equity offerings;
|
•
|
Cheniere through project financing, existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, services fees from Cheniere Holdings, Cheniere Partners and its other subsidiaries and distributions from our investments in Cheniere Holdings and Cheniere Partners.
|
•
|
$1.7 billion
of 7.50% Senior Secured Notes due 2016 issued by SPLNG (the “2016 SPLNG Senior Notes”);
|
•
|
$0.4 billion
of 6.50% Senior Secured Notes due 2020 issued by SPLNG (the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”);
|
•
|
$2.0 billion
of 5.625% Senior Secured Notes due 2021 issued by SPL (the “2021 SPL Senior Notes”);
|
•
|
$1.0 billion
of 6.25% Senior Secured Notes due 2022 issued by SPL (the “2022 SPL Senior Notes”);
|
•
|
$1.5 billion
of 5.625% Senior Secured Notes due 2023 issued by SPL (the “2023 SPL Senior Notes”);
|
•
|
$2.0 billion
of 5.75% Senior Secured Notes due 2024 issued by SPL (the “2024 SPL Senior Notes” and collectively with the 2021 SPL Senior Notes, the 2022 SPL Senior Notes, the 2023 SPL Senior Notes and the 2025 SPL Senior Notes, the “SPL Senior Notes”); and
|
•
|
$2.0 billion
of the 2025 SPL Senior Notes.
|
•
|
the excess of: (1) the present value at such redemption date of (a) the redemption price of the 2016 SPLNG Senior Notes plus (b) all required interest payments due on the 2016 SPLNG Senior Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (2) the principal amount of the 2016 SPLNG Senior Notes, if greater.
|
•
|
the right to deliver cargoes to the Sabine Pass LNG terminal during the construction of the SPL Project in exchange for payment of 80% of the expected gross margin from each cargo to Cheniere Investments, a wholly owned subsidiary of Cheniere Partners;
|
•
|
pursuant to an amended and restated SPA with SPL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers at a price of 115% of Henry Hub plus $3.00 per MMBtu of LNG;
|
•
|
pursuant to SPAs with CCL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by CCL not required for other customers; and
|
•
|
three LNG vessel time charters with subsidiaries of two ship owners, Dynagas, Ltd. (“Dynagas”) and Teekay LNG Operating LLC (“Teekay”). The annual payments for the vessel charters will be approximately $92 million. The charters have an initial term of 5 years with the option to renew with Dynagas for a 2-year extension with similar terms as the initial term. Cheniere Marketing received the first vessel from Dynagas in June 2015 and expects to receive the remaining two vessels from Teekay in January 2016 and June 2016.
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Sources of cash and cash equivalents
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
$
|
5,205,000
|
|
|
$
|
2,584,500
|
|
Use of restricted cash for the acquisition of property, plant and equipment
|
4,183,620
|
|
|
1,303,011
|
|
||
Proceeds from exercise of stock options
|
1,914
|
|
|
6,265
|
|
||
Other
|
19
|
|
|
—
|
|
||
Total sources of cash and cash equivalents
|
9,390,553
|
|
|
3,893,776
|
|
||
|
|
|
|
||||
Uses of cash and cash equivalents
|
|
|
|
|
|
||
Investment in restricted cash
|
(4,518,880
|
)
|
|
(2,282,903
|
)
|
||
Property, plant and equipment, net
|
(4,294,814
|
)
|
|
(1,352,400
|
)
|
||
Debt issuance and deferred financing costs
|
(411,149
|
)
|
|
(85,367
|
)
|
||
Repayments of long-term debt
|
—
|
|
|
(177,000
|
)
|
||
Distributions and dividends to non-controlling interest
|
(40,121
|
)
|
|
(39,644
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(6,174
|
)
|
|
(9,218
|
)
|
||
Operating cash flow
|
(294,955
|
)
|
|
(11,341
|
)
|
||
Other
|
(101,836
|
)
|
|
(6,858
|
)
|
||
Total uses of cash and cash equivalents
|
(9,667,929
|
)
|
|
(3,964,731
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(277,376
|
)
|
|
(70,955
|
)
|
||
Cash and cash equivalents—beginning of period
|
1,747,583
|
|
|
960,842
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,470,207
|
|
|
$
|
889,887
|
|
•
|
commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal (“Natural Gas Derivatives”); and
|
•
|
commodity derivatives consisting of natural gas purchase agreements to secure natural gas feedstock for the SPL Project (“Liquefaction Supply Derivatives”).
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share (2)
|
|
Total Number of Shares Purchased as a Part of Publicly Announced Plans
|
|
Maximum Number of Units That May Yet Be Purchased Under the Plans
|
April 1 - 30, 2015
|
|
19,065
|
|
$77.66
|
|
—
|
|
—
|
May 1 - 31, 2015
|
|
11,525
|
|
$77.84
|
|
—
|
|
—
|
June 1 - 30, 2015
|
|
—
|
|
$—
|
|
—
|
|
—
|
|
(1)
|
Represents shares surrendered to us by participants in our share-based compensation plans to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under these plans.
|
(2)
|
The price paid per share was based on the closing trading price of our common stock on the dates on which we repurchased shares from the participants under our share-based compensation plans.
|
Exhibit No.
|
|
Description
|
3.1*
|
|
Amended and Restated Bylaws of Cheniere Energy, Inc.
|
4.1
|
|
Amendment to Amended and Restated Note Purchase Agreement, dated as of March 16, 2015, by and among Issuer, the Company, EIG Management Company, LLC, as administrative agent and the note purchasers named therein (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
4.2
|
|
Amendment 2 to Amended and Restated Note Purchase Agreement, dated as of May 8, 2015, with effect as of May 1, 2015, by and among Issuer, the Company, EIG Management Company, LLC, as administrative agent and the note purchasers named therein (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
4.3
|
|
Form of 11.0% Senior Secured Notes due 2025 (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.1
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated May 4, 2015, by and between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K/A (SEC File No. 001-33366), filed on July 1, 2015)
|
10.2
|
|
Common Terms Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, Corpus Christi Liquefaction, LLC, Société Générale as Term Loan Facility Agent and as Intercreditor Agent and any other facility agents party thereto from time (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.3
|
|
Common Security and Account Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, Corpus Christi Liquefaction, LLC, the Initial Senior Creditor Group Representatives and Senior Creditor Group Representatives from time to time, for the benefit of all Senior Creditors, Société Générale as the Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as the Security Trustee and Mizuho Bank, Ltd as the Account Bank (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.4
|
|
Pledge Agreement, dated May 13, 2015, among Cheniere CCH HoldCo I, LLC and Société Générale as Security Trustee (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.5
|
|
Term Loan Facility Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, Corpus Christi Liquefaction, LLC, Term Lenders party thereto from time to time and Société Générale as the Term Loan Facility Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.6
|
|
Equity Contribution Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.7
|
|
Registration Rights Agreement, dated May 13, 2015, among the Company, Cheniere CCH HoldCo II, LLC, and EIG Management Company, LLC as Agent on behalf of the Note Holders (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.8
|
|
Pledge Agreement, dated May 13, 2015, among the Company, EIG Management Company, LLC as Agent for the Note Holders, and The Bank of New York Mellon as the Collateral Agent for the Note Holders (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.9
|
|
Pledge Agreement, dated May 13, 2015, among Cheniere CCH HoldCo II, LLC, EIG Management Company, LLC as Agent for the Note Holders, and The Bank of New York Mellon as the Collateral Agent for the Note Holders (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.10
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00041 Additional Building Utility Tie-in Packages and Fire and Gas Modifications, dated April 9, 2015 (Incorporated by reference to Exhibit 10.2 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
Exhibit No.
|
|
Description
|
10.11
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00018 Permanent Restroom Trailers and Installation of Tie-In for GTG Fuel Gas Interconnect, dated May 21, 2015 (Incorporated by reference to Exhibit 10.3 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.12
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00001 Currency and Fuel Provisional Sum Adjustment, dated June 25, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment) (Incorporated by reference to Exhibit 10.4 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.13
|
|
Second Amended and Restated Credit Agreement (Term Loan A), dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Société Générale, as the Commercial Banks Facility Agent and the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.14
|
|
Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.2 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.15
|
|
KEXIM Direct Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Export-Import Bank of Korea, a governmental financial institution of the Republic of Korea (“KEXIM”), as the KEXIM Direct Facility Lender, Shinhan Bank New York Branch, as the KEXIM Facility Agent, and Société Générale, as the Common Security Trustee (Incorporated by reference to Exhibit 10.3 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.16
|
|
KEXIM Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, KEXIM and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.17
|
|
Amended and Restated KSURE Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Korea Development Bank, New York Branch, as the KSURE Covered Facility Agent, Société Générale, as the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.18†
|
|
Cheniere Energy, Inc. Retirement Policy (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 17, 2015)
|
10.19
|
|
Amendment No. 1 to Meg Gentle's Assignment Letter, dated June 17, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 17, 2015)
|
10.20*†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (Director)
|
10.21†
|
|
Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on April 24, 2015)
|
10.22*
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (1) the Change Order CO-00001 Cost Impacts Associated with Delay in NTP, dated March 9, 2015, (2) the Change Order CO-00002 DLE/IAC Scope Change, dated March 25, 2015, (3) the Change Order CO-00003 Currency and Fuel Provisional Sum Closures, dated May 13, 2015 and (4) the Change Order CO-00004 Bridging Extension Through May 17, 2015, dated May 12, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment)
|
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 of 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
|
Exhibit No.
|
|
Description
|
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
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/s/ Michael J. Wortley
|
|
|
|
Michael J. Wortley
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(on behalf of the registrant and
as principal financial officer)
|
|
|
|
|
Date:
|
July 30, 2015
|
By:
|
/s/ Leonard Travis
|
|
|
|
Leonard Travis
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer)
|
By:
|
|
|
Name:
|
Ann Raden
|
|
Title:
|
Vice President, Human Resources & Administration
|
By:
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
|
|
Social Security Number:
|
|
|
|
|
|
|
|
PROJECT NAME:
Corpus Christi Stage 1 Liquefaction Facility
OWNER:
Corpus Christi Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 6, 2013
|
CHANGE ORDER NUMBER:
CO-00001
DATE OF CHANGE ORDER:
March 9, 2015
|
1.
|
Per Article 6.2.A.11 of the Agreement, Parties agree to increase the Contract Price for Contractor’s increased costs to perform Work by $233,800,000 due to delay in issuance of NTP from July 1, 2014 to April 1, 2015. Pricing validity for contractual purposes is May 1, 2015.
|
2.
|
The overall cost breakdown for this Change Order is detailed in Exhibit A and described as follows:
|
a.
|
The previous Aggregate Equipment Price prior to this Change Order was *** U.S. Dollars (U.S. $***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***).
|
b.
|
The previous Aggregate Labor and Skills Price prior to this Change Order was *** U.S. Dollars (U.S.$***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***).
|
3.
|
Schedules C-1 and C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders
|
$
|
—
|
|
The Contract Price prior to this Change Order was
|
$
|
7,080,830,000
|
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The new Contract Price including this Change Order will be
|
$
|
7,314,630,000
|
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
March 31, 2015
|
|
March 9, 2015
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Corpus Christi Stage 1 Liquefaction Facility
OWNER:
Corpus Christi Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 6, 2013
|
CHANGE ORDER NUMBER:
CO-00002
DATE OF CHANGE ORDER:
March 25, 2015
|
1.
|
Per Article 6.2.A.11 of the Agreement, Parties agree Bechtel will change from SAC to DLE Compressor Turbine Drivers, include the Inlet Air Chilling (IAC) while removing the Inlet Air Humidification, and resize and relocate water treatment facilities.
|
2.
|
The following scope changes will be incorporated from this Change Order:
|
a.
|
Inlet air chilling (Stellar Chiller Package) will be added and utilized in the Nuovo Pignone PGT 2500 + G4 aero-derivative gas turbine engines for both Subproject 1 and Subproject 2.
|
b.
|
Change to DLE compressor turbine drivers (GE Compressor/Turbine Package) for installed and capital spares.
|
c.
|
Removal of the Inlet Air Humidification (GE Compressor/Turbine Package).
|
d.
|
Resize/relocate the Water Treatment Facility from 102F01 to 105A01 (Aquatech Package).
|
e.
|
Add 30” welding pipe caps on Methane Cold Boxes (Linde Package).
|
f.
|
Add 30” HDPE water lines from chiller package to ISBL chiller coils.
|
g.
|
Revise electrical design from 13.8kV to 34.5kV transformers.
|
3.
|
Exhibit A of this Change Order depicts the changes associated with the details in Item 2 of this Change Order.
|
4.
|
Article 2.5 of Attachment EE, Schedule EE-2 will be added and shall state the following:
|
5.
|
Bechtel and CCL agree Attachment S - “Performance Tests and Commissioning Tests” and Attachment T - “Performance Guarantee, Performance Liquidated Damages, Minimum Acceptance Criteria, and Delay Liquidated Damages” of the EPC Agreement shall be replaced with the revised versions in Exhibit B of this Change Order.
|
6.
|
The overall cost breakdown for this Change Order is detailed in Exhibit C and described as follows:
|
a.
|
The previous Aggregate Equipment Price prior to this Change Order was *** U.S. Dollars (U.S. $***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***).
|
b.
|
The previous Aggregate Labor and Skills Price prior to this Change Order was *** U.S. Dollars (U.S. $***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***).
|
7.
|
The previous Aggregate Provisional Sum prior to this Change Order was Nine Hundred Fifty Million Five Hundred Sixty One Thousand Three Hundred Fifty One U.S. Dollars (U.S. $950,561,351). This Change Order will amend that value and the new value shall be One Billion, One Hundred Fifteen Million, Six Hundred eighty Seven Thousand, One Hundred Fifty One U.S. Dollars (U.S. $1,115,687,151).
|
8.
|
Schedules C-1 and C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit D of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001)
|
$
|
233,800,000
|
|
The Contract Price prior to this Change Order was
|
$
|
7,314,630,000
|
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of
|
$
|
***
|
|
The new Contract Price including this Change Order will be
|
$
|
7,573,977,398
|
|
/s/ Ed Lehotsky
|
|
/s/ Marcello Donati
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Marcello Donati
|
Name
|
|
Name
|
VP LNG Projects
|
|
Project Manager
|
Title
|
|
Title
|
April 7, 2015
|
|
March 25, 2015
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Corpus Christi Stage 1 Liquefaction Facility
OWNER:
Corpus Christi Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 6, 2013
|
CHANGE ORDER NUMBER:
CO-00003
DATE OF CHANGE ORDER:
May 13, 2015
|
1.
|
The Currency Provisional Sum in Article 1.1 of Attachment EE, Schedule EE-1 of the Agreement prior to this Change Order was *** U.S Dollars (U.S. $***). The Provisional Sum is hereby decreased by $*** and the new value as amended by this Change Order shall be $***
|
2.
|
Pursuant to instructions in Article 1.1 of Attachment EE, Schedule EE-1 of the Agreement, Exhibit A to this Change Order illustrates the calculation of the final currency costs in the Agreement.
|
3.
|
The Fuel Provisional Sum in Article 1.2 of Attachment EE, Schedule EE-1 of the Agreement prior to this Change Order was *** U.S Dollars (U.S. $***). The Provisional Sum is hereby decreased by $*** and the new value as amended by this Change Order shall be $***.
|
4.
|
Pursuant to instructions in Article 1.2 of Attachment EE, Schedule EE-1 of the Agreement, Exhibit B to this Change Order illustrates the calculation of the final fuel costs in the Agreement.
|
5.
|
The Aggregate Provisional Sum specified in Article 7.1 of the Agreement prior to this Change Order was $950,561,351. The Aggregate Provisional Sum is decreased by $551,704,129 and the new value of the Aggregate Provisional Sum is $398,857,222.
|
6.
|
The previous Aggregate Equipment Price prior to this Change Order was *** U.S. Dollars (U.S. $***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***).
|
7.
|
The previous Aggregate Labor and Skills Price prior to this Change Order was *** U.S. Dollars (U.S. $***). This Change Order will amend that value and the new value shall be *** U.S. Dollars (U.S. $***)
|
8.
|
Schedules C-1 and C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestones listed in Exhibit C of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001, 0002, and 0004)
|
$
|
493,147,398
|
|
The Contract Price prior to this Change Order was
|
$
|
7,573,977,398
|
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of
|
$
|
***
|
|
The new Contract Price including this Change Order will be
|
$
|
7,479,143,655
|
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
May 13, 2015
|
|
May 13, 2015
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Corpus Christi Stage 1 Liquefaction Facility
OWNER:
Corpus Christi Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 6, 2013
|
CHANGE ORDER NUMBER:
CO-00004
DATE OF CHANGE ORDER:
May 12, 2015
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1.
|
The last sentence of paragraph 1 of Change Order CO-00001 is amended and restated to read as follows: “Pricing validity for contractual purposes is May 17, 2015.”
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2.
|
If NTP of Corpus Christi Liquefaction Stage 1 is delayed beyond May 17, 2015, the cost impact for Stage 1 will be increased by $1,000,000 (one million USD) per Day.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0002)
|
$
|
493,147,398
|
|
The Contract Price prior to this Change Order was
|
$
|
7,573,977,398
|
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
—
|
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
—
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The new Contract Price including this Change Order will be
|
$
|
7,573,977,398
|
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
May 12, 2015
|
|
May 12, 2015
|
Date of Signing
|
|
Date of Signing
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cheniere Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Charif Souki
|
Charif Souki
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cheniere Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Charif Souki
|
Charif Souki
Chief Executive Officer |
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
Chief Financial Officer |