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Delaware
|
001-16383
|
95-4352386
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
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700 Milam Street, Suite 1900
|
|
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Houston, Texas
|
|
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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|
|
|
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|
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|
|
|
|
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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
|
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
|
|
September 30,
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|
December 31,
|
||||
|
2015
|
|
2014
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,340,262
|
|
|
$
|
1,747,583
|
|
Restricted cash
|
652,225
|
|
|
481,737
|
|
||
Accounts and interest receivable
|
6,645
|
|
|
4,419
|
|
||
LNG inventory
|
9,032
|
|
|
4,294
|
|
||
Other current assets
|
78,108
|
|
|
20,844
|
|
||
Total current assets
|
2,086,272
|
|
|
2,258,877
|
|
||
|
|
|
|
||||
Non-current restricted cash
|
118,909
|
|
|
550,811
|
|
||
Property, plant and equipment, net
|
15,225,250
|
|
|
9,246,753
|
|
||
Debt issuance costs, net
|
640,399
|
|
|
242,323
|
|
||
Non-current derivative assets
|
30,770
|
|
|
11,744
|
|
||
Goodwill
|
76,819
|
|
|
76,819
|
|
||
Other non-current assets
|
273,840
|
|
|
186,356
|
|
||
Total assets
|
$
|
18,452,259
|
|
|
$
|
12,573,683
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
11,558
|
|
|
$
|
13,426
|
|
Accrued liabilities
|
457,901
|
|
|
169,129
|
|
||
Deferred revenue
|
26,653
|
|
|
26,655
|
|
||
Derivative liabilities
|
33,839
|
|
|
23,247
|
|
||
Other current liabilities
|
268
|
|
|
18
|
|
||
Total current liabilities
|
530,219
|
|
|
232,475
|
|
||
|
|
|
|
||||
Long-term debt, net
|
15,835,910
|
|
|
9,806,084
|
|
||
Non-current deferred revenue
|
10,500
|
|
|
13,500
|
|
||
Non-current derivative liabilities
|
125,473
|
|
|
267
|
|
||
Other non-current liabilities
|
85,226
|
|
|
19,840
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 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 September 30, 2015 and December 31, 2014
|
|
|
|
||||
Issued and outstanding: 236.0 million shares and 236.7 million shares at September 30, 2015 and December 31, 2014, respectively
|
708
|
|
|
712
|
|
||
Treasury stock: 11.2 million shares and 10.6 million shares at September 30, 2015 and December 31, 2014, respectively, at cost
|
(337,057
|
)
|
|
(292,752
|
)
|
||
Additional paid-in-capital
|
3,029,317
|
|
|
2,776,702
|
|
||
Accumulated deficit
|
(3,332,851
|
)
|
|
(2,648,839
|
)
|
||
Total stockholders’ deficit
|
(639,883
|
)
|
|
(164,177
|
)
|
||
Non-controlling interest
|
2,504,814
|
|
|
2,665,694
|
|
||
Total equity
|
1,864,931
|
|
|
2,501,517
|
|
||
Total liabilities and equity
|
$
|
18,452,259
|
|
|
$
|
12,573,683
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
LNG terminal revenues
|
$
|
67,212
|
|
|
$
|
66,983
|
|
|
$
|
202,698
|
|
|
$
|
200,243
|
|
Marketing and trading revenues (losses)
|
(1,557
|
)
|
|
(499
|
)
|
|
(1,601
|
)
|
|
482
|
|
||||
Other
|
404
|
|
|
323
|
|
|
1,356
|
|
|
1,277
|
|
||||
Total revenues
|
66,059
|
|
|
66,807
|
|
|
202,453
|
|
|
202,002
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance expense (income)
|
(6,251
|
)
|
|
25,908
|
|
|
49,319
|
|
|
69,262
|
|
||||
Depreciation expense
|
21,638
|
|
|
16,189
|
|
|
59,561
|
|
|
48,962
|
|
||||
Development expense
|
4,935
|
|
|
11,544
|
|
|
37,640
|
|
|
38,919
|
|
||||
General and administrative expense
|
97,332
|
|
|
74,255
|
|
|
263,205
|
|
|
215,783
|
|
||||
Other
|
479
|
|
|
75
|
|
|
920
|
|
|
245
|
|
||||
Total operating costs and expenses
|
118,133
|
|
|
127,971
|
|
|
410,645
|
|
|
373,171
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(52,074
|
)
|
|
(61,164
|
)
|
|
(208,192
|
)
|
|
(171,169
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of capitalized interest
|
(93,566
|
)
|
|
(46,884
|
)
|
|
(238,664
|
)
|
|
(130,943
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(96,273
|
)
|
|
(114,335
|
)
|
||||
Derivative gain (loss), net
|
(161,482
|
)
|
|
5,379
|
|
|
(242,123
|
)
|
|
(89,222
|
)
|
||||
Other income (expense)
|
(39
|
)
|
|
(160
|
)
|
|
616
|
|
|
(39
|
)
|
||||
Total other expense
|
(255,087
|
)
|
|
(41,665
|
)
|
|
(576,444
|
)
|
|
(334,539
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes and non-controlling interest
|
(307,161
|
)
|
|
(102,829
|
)
|
|
(784,636
|
)
|
|
(505,708
|
)
|
||||
Income tax benefit (expense)
|
69
|
|
|
(1,971
|
)
|
|
(102
|
)
|
|
(2,147
|
)
|
||||
Net loss
|
(307,092
|
)
|
|
(104,800
|
)
|
|
(784,738
|
)
|
|
(507,855
|
)
|
||||
Less: net loss attributable to non-controlling interest
|
(9,284
|
)
|
|
(15,219
|
)
|
|
(100,726
|
)
|
|
(118,536
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(297,808
|
)
|
|
$
|
(89,581
|
)
|
|
$
|
(684,012
|
)
|
|
$
|
(389,319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders—basic and diluted
|
$
|
(1.31
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(1.74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding—basic and diluted
|
227,126
|
|
|
224,309
|
|
|
226,648
|
|
|
223,710
|
|
|
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
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
||||||
Issuances of restricted stock
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(152
|
)
|
|
(1
|
)
|
|
17
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,582
|
|
|
—
|
|
|
—
|
|
|
50,582
|
|
||||||
Shares repurchased related to share-based compensation
|
(635
|
)
|
|
(3
|
)
|
|
635
|
|
|
(44,305
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(44,305
|
)
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,424
|
|
|
—
|
|
|
—
|
|
|
1,424
|
|
||||||
Equity portion of issuance of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,326
|
|
|
—
|
|
|
—
|
|
|
198,326
|
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,726
|
)
|
|
(100,726
|
)
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,154
|
)
|
|
(60,154
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(684,012
|
)
|
|
—
|
|
|
(684,012
|
)
|
||||||
Balance at September 30, 2015
|
236,044
|
|
|
$
|
708
|
|
|
11,248
|
|
|
$
|
(337,057
|
)
|
|
$
|
3,029,317
|
|
|
$
|
(3,332,851
|
)
|
|
$
|
2,504,814
|
|
|
$
|
1,864,931
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(784,738
|
)
|
|
$
|
(507,855
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Non-cash LNG inventory write-downs
|
17,826
|
|
|
23,505
|
|
||
Depreciation expense
|
59,561
|
|
|
48,962
|
|
||
Share-based compensation
|
90,412
|
|
|
84,449
|
|
||
Amortization of debt issuance costs and discount (premium)
|
36,782
|
|
|
10,971
|
|
||
Loss on early extinguishment of debt
|
96,273
|
|
|
114,335
|
|
||
Total losses on derivatives, net
|
208,769
|
|
|
89,286
|
|
||
Net cash used for settlement of derivative instruments
|
(94,170
|
)
|
|
(19,745
|
)
|
||
Other
|
1,406
|
|
|
(1,975
|
)
|
||
Changes in restricted cash for certain operating activities
|
92,589
|
|
|
102,851
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and interest receivable
|
(2,226
|
)
|
|
(18,899
|
)
|
||
LNG inventory
|
(22,564
|
)
|
|
(26,908
|
)
|
||
Accounts payable and accrued liabilities
|
10,656
|
|
|
62,797
|
|
||
Deferred revenue
|
(3,003
|
)
|
|
(2,955
|
)
|
||
Other, net
|
17,850
|
|
|
131
|
|
||
Net cash used in operating activities
|
(274,577
|
)
|
|
(41,050
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(5,747,596
|
)
|
|
(2,047,957
|
)
|
||
Use of restricted cash for the acquisition of property, plant and equipment
|
5,330,526
|
|
|
1,980,436
|
|
||
Other
|
(111,518
|
)
|
|
(24,113
|
)
|
||
Net cash used in investing activities
|
(528,588
|
)
|
|
(91,634
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
6,178,000
|
|
|
2,584,500
|
|
||
Repayments of long-term debt
|
—
|
|
|
(177,000
|
)
|
||
Debt issuance and deferred financing costs
|
(519,699
|
)
|
|
(94,220
|
)
|
||
Investment in restricted cash
|
(5,161,701
|
)
|
|
(2,254,733
|
)
|
||
Distributions and dividends to non-controlling interest
|
(60,154
|
)
|
|
(59,478
|
)
|
||
Proceeds from exercise of stock options
|
2,279
|
|
|
9,502
|
|
||
Payments related to tax withholdings for share-based compensation
|
(44,305
|
)
|
|
(44,516
|
)
|
||
Other
|
1,424
|
|
|
(557
|
)
|
||
Net cash provided by (used in) financing activities
|
395,844
|
|
|
(36,502
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(407,321
|
)
|
|
(169,186
|
)
|
||
Cash and cash equivalents—beginning of period
|
1,747,583
|
|
|
960,842
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,340,262
|
|
|
$
|
791,656
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
LNG terminal costs
|
|
|
|
||||
LNG terminal
|
$
|
2,478,167
|
|
|
$
|
2,269,429
|
|
LNG terminal construction-in-process
|
12,887,040
|
|
|
7,155,046
|
|
||
LNG site and related costs, net
|
32,823
|
|
|
9,395
|
|
||
Accumulated depreciation
|
(397,758
|
)
|
|
(350,497
|
)
|
||
Total LNG terminal costs, net
|
15,000,272
|
|
|
9,083,373
|
|
||
Fixed assets and other
|
|
|
|
|
|
||
Computer and office equipment
|
11,197
|
|
|
7,464
|
|
||
Furniture and fixtures
|
16,737
|
|
|
10,733
|
|
||
Computer software
|
64,432
|
|
|
46,882
|
|
||
Leasehold improvements
|
38,573
|
|
|
36,067
|
|
||
Land
|
60,984
|
|
|
55,522
|
|
||
Other
|
65,138
|
|
|
36,881
|
|
||
Accumulated depreciation
|
(32,083
|
)
|
|
(30,169
|
)
|
||
Total fixed assets and other, net
|
224,978
|
|
|
163,380
|
|
||
Property, plant and equipment, net
|
$
|
15,225,250
|
|
|
$
|
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”)
;
|
•
|
financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG
(“LNG Trading 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
(and previously the
2013 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” and, collectively with the SPL Interest Rate Derivatives, the “Interest Rate Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
September 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
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
Liquefaction Supply Derivatives asset
|
—
|
|
|
—
|
|
|
32,546
|
|
|
32,546
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
342
|
|
||||||||
LNG Trading Derivatives asset
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
SPL Interest Rate Derivatives liability
|
—
|
|
|
(15,738
|
)
|
|
—
|
|
|
(15,738
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
—
|
|
|
(12,036
|
)
|
||||||||
CCH Interest Rate Derivatives liability
|
—
|
|
|
(143,092
|
)
|
|
—
|
|
|
(143,092
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Net Fair Value Asset (in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Liquefaction Supply Derivatives
|
|
$32,546
|
|
Income Approach
|
|
Basis Spread
|
|
$ (0.350) - $0.050
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
LNG Trading Derivatives
|
|
Total
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
LNG Trading Derivatives
|
|
Total
|
||||||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
|
$
|
97
|
|
|
$
|
2,371
|
|
|
$
|
—
|
|
|
$
|
2,468
|
|
|
$
|
219
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
295
|
|
Non-current derivative assets
|
|
—
|
|
|
30,657
|
|
|
113
|
|
|
30,770
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
586
|
|
||||||||
Total derivative assets
|
|
97
|
|
|
33,028
|
|
|
113
|
|
|
33,238
|
|
|
219
|
|
|
662
|
|
|
—
|
|
|
881
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||||||
Non-current derivative liabilities
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(267
|
)
|
||||||||
Total derivative liabilities
|
|
—
|
|
|
(482
|
)
|
|
—
|
|
|
(482
|
)
|
|
—
|
|
|
(320
|
)
|
|
—
|
|
|
(320
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative asset, net
|
|
$
|
97
|
|
|
$
|
32,546
|
|
|
$
|
113
|
|
|
$
|
32,756
|
|
|
$
|
219
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
561
|
|
|
(1)
|
Does not include collateral of
$5.6 million
and
$5.7 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheets as of
September 30, 2015
and
December 31, 2014
, respectively.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Statement of Operations Location
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Natural Gas Derivatives loss
|
Marketing and trading revenues (losses)
|
|
$
|
(152
|
)
|
|
$
|
(525
|
)
|
|
$
|
(260
|
)
|
|
$
|
(155
|
)
|
Natural Gas Derivatives gain (loss)
|
Operating and maintenance expense (income)
|
|
857
|
|
|
194
|
|
|
1,317
|
|
|
(64
|
)
|
||||
Liquefaction Supply Derivatives gain (1)
|
Operating and maintenance expense (income)
|
|
32,103
|
|
|
—
|
|
|
32,184
|
|
|
—
|
|
||||
LNG Trading Derivatives gain
|
Marketing and trading revenues (losses)
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
(1)
|
There were
no
physical settlements during the reporting period.
|
|
|
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
|
|
$628.8 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
|
|
|
September 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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current derivative assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,158
|
|
|
$
|
—
|
|
|
$
|
11,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
(7,039
|
)
|
|
(26,451
|
)
|
|
(33,490
|
)
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
||||||
Non-current derivative liabilities
|
|
(8,699
|
)
|
|
(116,641
|
)
|
|
(125,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivative liabilities
|
|
(15,738
|
)
|
|
(143,092
|
)
|
|
(158,830
|
)
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liability, net
|
|
$
|
(15,738
|
)
|
|
$
|
(143,092
|
)
|
|
$
|
(158,830
|
)
|
|
$
|
(12,036
|
)
|
|
$
|
—
|
|
|
$
|
(12,036
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
SPL Interest Rate Derivatives gain (loss)
|
|
$
|
(10,872
|
)
|
|
$
|
5,379
|
|
|
$
|
(46,541
|
)
|
|
$
|
(89,222
|
)
|
CCH Interest Rate Derivatives loss
|
|
(150,610
|
)
|
|
—
|
|
|
(195,582
|
)
|
|
—
|
|
|
|
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 September 30, 2015
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
$
|
513
|
|
|
$
|
(416
|
)
|
|
$
|
97
|
|
Liquefaction Supply Derivatives
|
|
33,028
|
|
|
—
|
|
|
33,028
|
|
|||
Liquefaction Supply Derivatives
|
|
(482
|
)
|
|
—
|
|
|
(482
|
)
|
|||
LNG Trading Derivatives
|
|
113
|
|
|
—
|
|
|
113
|
|
|||
SPL Interest Rate Derivatives
|
|
(15,738
|
)
|
|
—
|
|
|
(15,738
|
)
|
|||
CCH Interest Rate Derivatives
|
|
(143,092
|
)
|
|
—
|
|
|
(143,092
|
)
|
|||
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
|
)
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Interest expense and related debt fees
|
|
$
|
170,254
|
|
|
$
|
112,858
|
|
Compensation and benefits
|
|
83,581
|
|
|
6,425
|
|
||
Liquefaction Project costs
|
|
181,219
|
|
|
22,014
|
|
||
LNG terminal costs
|
|
5,987
|
|
|
1,077
|
|
||
Other accrued liabilities
|
|
16,860
|
|
|
26,755
|
|
||
Total accrued liabilities
|
|
$
|
457,901
|
|
|
$
|
169,129
|
|
|
|
Interest
|
|
September 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)
|
|
250,000
|
|
|
—
|
|
||
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)
|
|
(4)
|
|
400,000
|
|
|
400,000
|
|
||
2015 CCH Credit Facility (5)
|
|
(6)
|
|
2,428,000
|
|
|
—
|
|
||
SPL Working Capital Facility (7)
|
|
(8)
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
16,321,120
|
|
|
9,989,969
|
|
||
Long-term debt premium (discount)
|
|
|
|
|
|
|
|
|
||
2016 SPLNG Senior Notes
|
|
|
|
(5,477
|
)
|
|
(8,998
|
)
|
||
2021 SPL Senior Notes
|
|
|
|
9,090
|
|
|
10,177
|
|
||
2023 SPL Senior Notes
|
|
|
|
6,570
|
|
|
7,088
|
|
||
2021 Cheniere Convertible Unsecured Notes
|
|
|
|
(174,133
|
)
|
|
(189,717
|
)
|
||
2045 Cheniere Convertible Senior Notes
|
|
|
|
(319,579
|
)
|
|
—
|
|
||
CTPL Term Loan
|
|
|
|
(1,681
|
)
|
|
(2,435
|
)
|
||
Total long-term debt, net
|
|
|
|
$
|
15,835,910
|
|
|
$
|
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)
|
Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid.
|
(4)
|
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.
|
(5)
|
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
.
|
(6)
|
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.
|
(7)
|
Matures on December 31, 2020, with various terms for underlying loans, as further described below under
SPL Working Capital Facility
. As of
September 30, 2015
and
December 31, 2014
, no loans were outstanding under the
SPL Working Capital Facility
or the
SPL LC Agreement
it replaced.
|
(8)
|
Variable interest rates, based on LIBOR or the base rate, as further described below under
SPL Working Capital Facility
.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest per contractual rate
|
|
$
|
46,782
|
|
|
$
|
—
|
|
|
$
|
97,991
|
|
|
$
|
—
|
|
Amortization of debt discount
|
|
7,233
|
|
|
—
|
|
|
20,948
|
|
|
—
|
|
||||
Amortization of debt issuance costs
|
|
1,133
|
|
|
—
|
|
|
1,748
|
|
|
—
|
|
||||
Total interest expense related to the Convertible Notes
|
|
$
|
55,148
|
|
|
$
|
—
|
|
|
$
|
120,687
|
|
|
$
|
—
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2016 SPLNG Senior Notes, net of discount (1)
|
|
$
|
1,660,023
|
|
|
$
|
1,684,923
|
|
|
$
|
1,656,502
|
|
|
$
|
1,718,621
|
|
2020 SPLNG Senior Notes (1)
|
|
420,000
|
|
|
410,550
|
|
|
420,000
|
|
|
428,400
|
|
||||
2021 SPL Senior Notes, net of premium (1)
|
|
2,009,090
|
|
|
1,853,386
|
|
|
2,010,177
|
|
|
1,985,050
|
|
||||
2022 SPL Senior Notes (1)
|
|
1,000,000
|
|
|
930,000
|
|
|
1,000,000
|
|
|
1,020,000
|
|
||||
2023 SPL Senior Notes, net of premium (1)
|
|
1,506,570
|
|
|
1,344,614
|
|
|
1,507,089
|
|
|
1,476,947
|
|
||||
2024 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,765,000
|
|
|
2,000,000
|
|
|
1,970,000
|
|
||||
2025 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,755,000
|
|
|
—
|
|
|
—
|
|
||||
2015 SPL Credit Facilities (2)
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
||||
2021 Cheniere Convertible Unsecured Notes, net of discount (3)
|
|
854,820
|
|
|
894,160
|
|
|
814,751
|
|
|
1,025,563
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (3)
|
|
1,003,667
|
|
|
900,490
|
|
|
—
|
|
|
—
|
|
||||
2045 Cheniere Convertible Senior Notes, net of discount (4)
|
|
305,421
|
|
|
390,263
|
|
|
—
|
|
|
—
|
|
||||
CTPL Term Loan, net of discount (2)
|
|
398,319
|
|
|
400,000
|
|
|
397,565
|
|
|
400,000
|
|
||||
2015 CCH Credit Facility (2)
|
|
2,428,000
|
|
|
2,428,000
|
|
|
—
|
|
|
—
|
|
||||
SPL Working Capital Facility (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
September 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
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
227,126
|
|
|
224,309
|
|
|
226,648
|
|
|
223,710
|
|
||||
Dilutive common stock options (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
227,126
|
|
|
224,309
|
|
|
226,648
|
|
|
223,710
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(1.31
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(1.74
|
)
|
|
(1)
|
Stock options and unvested stock of
8.6 million
shares and
13.0 million
shares for the
three months ended September 30, 2015 and 2014
, respectively, and
8.6 million
shares and
12.8 million
shares for the
nine months ended September 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,
56.2 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 nine months ended September 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 September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers (2)
|
$
|
67,212
|
|
|
$
|
(1,557
|
)
|
|
$
|
404
|
|
|
$
|
66,059
|
|
Intersegment revenues (losses) (3)
|
233
|
|
|
11,354
|
|
|
(11,587
|
)
|
|
—
|
|
||||
Depreciation expense
|
16,775
|
|
|
320
|
|
|
4,543
|
|
|
21,638
|
|
||||
Income (loss) from operations
|
27,072
|
|
|
(27,117
|
)
|
|
(52,029
|
)
|
|
(52,074
|
)
|
||||
Interest expense, net of capitalized interest
|
(67,589
|
)
|
|
(14
|
)
|
|
(25,963
|
)
|
|
(93,566
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(196,693
|
)
|
|
(27,665
|
)
|
|
(82,803
|
)
|
|
(307,161
|
)
|
||||
Share-based compensation
|
1,316
|
|
|
2,051
|
|
|
24,084
|
|
|
27,451
|
|
||||
Goodwill
|
76,819
|
|
|
—
|
|
|
—
|
|
|
76,819
|
|
||||
Total assets
|
16,784,317
|
|
|
552,752
|
|
|
1,115,190
|
|
|
18,452,259
|
|
||||
Expenditures for additions to long-lived assets
|
1,429,808
|
|
|
403
|
|
|
21,258
|
|
|
1,451,469
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of or for the Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers (2)
|
$
|
66,983
|
|
|
$
|
(500
|
)
|
|
$
|
324
|
|
|
$
|
66,807
|
|
Intersegment revenues (losses) (3)
|
607
|
|
|
17,262
|
|
|
(17,869
|
)
|
|
—
|
|
||||
Depreciation expense
|
14,817
|
|
|
103
|
|
|
1,269
|
|
|
16,189
|
|
||||
Loss from operations
|
(28,482
|
)
|
|
(6,652
|
)
|
|
(26,030
|
)
|
|
(61,164
|
)
|
||||
Interest expense, net of capitalized interest
|
(46,996
|
)
|
|
—
|
|
|
112
|
|
|
(46,884
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(64,886
|
)
|
|
(7,130
|
)
|
|
(30,813
|
)
|
|
(102,829
|
)
|
||||
Share-based compensation
|
3,278
|
|
|
8,281
|
|
|
13,096
|
|
|
24,655
|
|
||||
Goodwill
|
76,819
|
|
|
—
|
|
|
—
|
|
|
76,819
|
|
||||
Total assets
|
10,847,861
|
|
|
65,536
|
|
|
871,919
|
|
|
11,785,316
|
|
||||
Expenditures for additions to long-lived assets
|
695,159
|
|
|
486
|
|
|
21,895
|
|
|
717,540
|
|
||||
|
|
|
|
|
|
|
|
||||||||
For the Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers (2)
|
$
|
203,324
|
|
|
$
|
(1,601
|
)
|
|
$
|
730
|
|
|
$
|
202,453
|
|
Intersegment revenues (losses) (3)
|
827
|
|
|
24,725
|
|
|
(25,552
|
)
|
|
—
|
|
||||
Depreciation expense
|
47,787
|
|
|
764
|
|
|
11,010
|
|
|
59,561
|
|
||||
Loss from operations
|
(15,324
|
)
|
|
(58,667
|
)
|
|
(134,201
|
)
|
|
(208,192
|
)
|
||||
Interest expense, net of capitalized interest
|
(169,899
|
)
|
|
(14
|
)
|
|
(68,751
|
)
|
|
(238,664
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(507,751
|
)
|
|
(59,871
|
)
|
|
(217,014
|
)
|
|
(784,636
|
)
|
||||
Share-based compensation
|
30,233
|
|
|
12,138
|
|
|
71,736
|
|
|
114,107
|
|
||||
Expenditures for additions to long-lived assets
|
5,964,244
|
|
|
2,517
|
|
|
70,913
|
|
|
6,037,674
|
|
||||
|
|
|
|
|
|
|
|
||||||||
For the Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers (2)
|
$
|
200,243
|
|
|
$
|
482
|
|
|
$
|
1,277
|
|
|
$
|
202,002
|
|
Intersegment revenues (losses) (3)
|
2,113
|
|
|
21,336
|
|
|
(23,449
|
)
|
|
—
|
|
||||
Depreciation expense
|
44,033
|
|
|
364
|
|
|
4,565
|
|
|
48,962
|
|
||||
Loss from operations
|
(56,863
|
)
|
|
(33,153
|
)
|
|
(81,153
|
)
|
|
(171,169
|
)
|
||||
Interest expense, net of capitalized interest
|
(131,264
|
)
|
|
—
|
|
|
321
|
|
|
(130,943
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(376,363
|
)
|
|
(34,046
|
)
|
|
(95,299
|
)
|
|
(505,708
|
)
|
||||
Share-based compensation
|
9,840
|
|
|
17,212
|
|
|
63,920
|
|
|
90,972
|
|
||||
Expenditures for additions to long-lived assets
|
2,164,596
|
|
|
1,271
|
|
|
54,120
|
|
|
2,219,987
|
|
|
(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.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash paid during the year for interest, net of amounts capitalized and deferred
|
|
$
|
48,271
|
|
|
$
|
47,152
|
|
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities
|
|
356,306
|
|
|
287,330
|
|
||
Non-cash conveyance of assets
|
|
13,169
|
|
|
—
|
|
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 the
2045 Cheniere Convertible Senior Notes
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)
.
|
•
|
SPL entered into a
$1.2 billion
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement
(the “SPL Working Capital Facility”)
, which replaced the existing Senior Letter of Credit and Reimbursement Agreement that was entered into in April 2014
(the “SPL LC Agreement”)
. The
SPL Working Capital Facility
will be used primarily for certain working capital requirements related to developing and placing into operation the
SPL Project
.
|
•
|
Cheniere Partners through operating cash flows from SPLNG, SPL and CTPL, 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
.
|
•
|
1.0% of the principal amount of the
2016 SPLNG Senior Notes
; or
|
•
|
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
SPA
s with CCL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by CCL not required for other customers; and
|
•
|
a portfolio of LNG vessel time charters.
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Sources of cash and cash equivalents
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
$
|
6,178,000
|
|
|
$
|
2,584,500
|
|
Use of restricted cash for the acquisition of property, plant and equipment
|
5,330,526
|
|
|
1,980,436
|
|
||
Proceeds from exercise of stock options
|
2,279
|
|
|
9,502
|
|
||
Other
|
1,424
|
|
|
—
|
|
||
Total sources of cash and cash equivalents
|
11,512,229
|
|
|
4,574,438
|
|
||
|
|
|
|
||||
Uses of cash and cash equivalents
|
|
|
|
|
|
||
Investment in restricted cash
|
(5,161,701
|
)
|
|
(2,254,733
|
)
|
||
Property, plant and equipment, net
|
(5,747,596
|
)
|
|
(2,047,957
|
)
|
||
Debt issuance and deferred financing costs
|
(519,699
|
)
|
|
(94,220
|
)
|
||
Repayments of long-term debt
|
—
|
|
|
(177,000
|
)
|
||
Distributions and dividends to non-controlling interest
|
(60,154
|
)
|
|
(59,478
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(44,305
|
)
|
|
(44,516
|
)
|
||
Operating cash flow
|
(274,577
|
)
|
|
(41,050
|
)
|
||
Other
|
(111,518
|
)
|
|
(24,670
|
)
|
||
Total uses of cash and cash equivalents
|
(11,919,550
|
)
|
|
(4,743,624
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(407,321
|
)
|
|
(169,186
|
)
|
||
Cash and cash equivalents—beginning of period
|
1,747,583
|
|
|
960,842
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,340,262
|
|
|
$
|
791,656
|
|
•
|
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 to secure natural gas feedstock for the
SPL Project
(“Liquefaction Supply Derivatives”)
; and
|
•
|
financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG
(“LNG Trading 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
|
||
July 1 - 31, 2015
|
|
88,283
|
|
|
|
$68.26
|
|
—
|
|
—
|
August 1 - 31, 2015
|
|
465,004
|
|
|
|
$68.46
|
|
—
|
|
—
|
September 1 - 30, 2015
|
|
842
|
|
|
|
$43.30
|
|
—
|
|
—
|
Total
|
|
554,129
|
|
|
|
$68.40
|
|
—
|
|
—
|
|
(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
|
10.1
|
|
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-00019 East Meter Piping Tie-ins, dated August 26, 2015 (Incorporated by reference to Exhibit 10.1 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.2
|
|
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-00002 Credit to EPC Contract Value for TSA Work, dated September 17, 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 October 30, 2015)
|
10.3
|
|
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender, Société Générale, as the Common Security Trustee, and the senior lenders party thereto from time to time and for the benefit of HSBC Bank USA, National Association, ING Capital LLC, Morgan Stanley Bank, N.A. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Documentation Agents, ABN Amro Capital USA LLC, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Société Générale, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Syndication Agents, Industrial and Commercial Bank of China Limited, New York Branch and Lloyds Bank PLC, as Mandated Lead Arrangers, and Landesbank Baden-Württemberg, New York Branch, as Manager (Incorporated by reference to Exhibit 10.1 to the Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
|
10.4*
|
|
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-00005 Revised Buildings to Include Jetty and Geo-Tech Impact to Buildings, dated June 4, 2015, (2) the Change Order CO-00006 Marine and Dredging Execution Change, dated June 16, 2015, (3) the Change Order CO-00007 Temporary Laydown Areas, AEP Substation Relocation, Power Monitoring System for Substation, Bollards for Power Line Poles, Multiplex Interface for AEP Hecker Station, dated June 30, 2015, (4) the Change Order CO-00008 West Jetty Shroud and Fencing, Temporary Strainers on Loading Arms, Breasting and Mooring Analysis, Addition of Crossbar from Platform at Ethylene Bullets to Platform for PSV Deck, Reduction of Vapor Fence at Bed 22, Relocation of Gangway Tower, Changes in Dolphin Size, dated July 28, 2015, (5) the Change Order CO-00009 Post FEED Studies, dated July 1, 2015, (6) the Change Order CO-00010 Additional Post FEED Studies, Feed Gas ESD Valve Bypass, Flow Meter on Bog Line, Additional Simulations, FERC #43, dated July 1, 2015, (7) the Change Order CO-00011 Credit to EPC Contract Value for TSA Work, dated July 7, 2015, and (8) the Change Order CO-00012 Reduction of Provisional Sum for Operating Spares, Liquid Condensate Tie-In, Automatic Shut-Off Valve in Condensate Truck Fill Line, Firewater Monitor and Hydrant Coverage Test, dated August 11, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment)
|
10.5*†
+
|
|
Cheniere Energy, Inc. Retirement Policy
|
10.6†
|
|
Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan (Incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-207651), filed on October 29, 2015)
|
10.7*†
|
|
Form of Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan Restricted Stock Grant - US Form
|
10.8*†
|
|
Form of Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan Restricted Stock Grant - UK Form
|
10.9*
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and Corpus Christi Liquefaction, LLC (Seller)
|
10.10*
|
|
Amendment No. 2 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and Corpus Christi Liquefaction, LLC (Seller)
|
10.11*
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated July 24, 2015, between Woodside Energy Trading Singapore PTE Ltd (Buyer) and Corpus Christi Liquefaction, LLC (Seller)
|
10.12*
|
|
Amendment No. 2 of LNG Sale and Purchase Agreement, dated July 15, 2015, between Électricité de France, S.A. and Corpus Christi Liquefaction, LLC (Seller)
|
10.13
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated August 28, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
Exhibit No.
|
|
Description
|
10.14
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.15
|
|
Nomination and Standstill Agreement, dated August 21, 2015, by and between Cheniere Energy, Inc., Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C. Icahn, Jonathan Christodoro and Samuel Merksamer (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 24, 2015)
|
10.16
|
|
Omnibus Amendment, dated as of September 24, 2015, to the Second Amended and Restated Common Terms Agreement 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 10.6 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
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
|
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.
|
+
|
This exhibit corrects the exhibit previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 17, 2015.
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
Date:
|
October 29, 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:
|
October 29, 2015
|
By:
|
/s/ Leonard Travis
|
|
|
|
Leonard Travis
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer)
|
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-00005
DATE OF CHANGE ORDER:
June 4, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Bechtel will implement design changes to accommodate additional buildings and parking space at Site to support operation and maintenance of the Facility. Changes include the following which are depicted in Exhibits A and A-1(a-d):
|
a.
|
A new auxiliary material storage warehouse for storage of waste oil and miscellaneous chemicals (Exhibit A.1(a));
|
b.
|
A new warehouse for GE spare parts (Exhibit A.1(b));
|
c.
|
An enlarged maintenance building (Exhibit A.1(c));
|
d.
|
A jetty security building (Exhibit A.1(d));
|
e.
|
Concrete slabs location shown on (Exhibit A as 1(e));
|
f.
|
Updated drawings to reflect the revised location of the fuel station location shown on (Exhibit A as 1(f)).
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree, based on Geotechnical data revealing that new building sites indicate a high potential for soil swell, Bechtel remove soil to a depth of 4-4.5 ft. (depending on building) below existing grade and replace it with structural fill. This change is being made to comply with the 100 year FEMA Base Flood Elevation requirement. Buildings affected by this Change are:
|
a.
|
Warehouses 1 and 2;
|
b.
|
Auxiliary Material Storage Shelter;
|
c.
|
Jetty Security Building;
|
d.
|
Water Treatment Building.
|
3.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit B and Milestone adjustments are detailed in Exhibit C.
|
4.
|
The adjustments to the Aggregate Equipment Price and Aggregate Labor and Skills Price are 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. $***).
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0004)
|
$
|
398,313,655
|
|
The Contract Price prior to this Change Order was
|
$
|
7,479,143,655
|
|
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
|
$
|
7,526,683,383
|
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
5 Aug 2015
|
|
01-JUN-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-00006
DATE OF CHANGE ORDER:
June 16, 2015
|
1.
|
The EPC Agreement stated the execution of the Marine and Dredging scopes of work would be completed by Bechtel subcontractors and was provided for in the Agreement as a Provisional Sum. Per Article 6.1.B of the Agreement, Parties agree Contractor will self-perform the engineering, procurement, and construction of the Marine portion of this work scope. Owner will self-perform the dredging, DMPA management of DMPA 2 (as noted in Attachment Y), dredge slope protection, and navigational aids (offshore) and such Work will be removed from Contractor’s scope.
|
a.
|
Exhibit A of this Change Order details the Marine drawings used to form the basis of this Change Order.
|
b.
|
Exhibit B of this Change Order depicts the 120 ft. wide corridor which Contractor will leave for Owner to install and maintain a dredge pipe. This corridor is shown on Exhibit B as the “Restricted Area for Disposal Pipe.”
|
c.
|
Additional engineering is required to change the slope angle.
|
d.
|
The cost breakdowns for the scopes of work noted above are detailed in Exhibit C of this Change Order.
|
e.
|
Milestone payments are amended as presented in Exhibit D.
|
2.
|
Article 1.1 of the Agreement is hereby modified by:
|
•
|
Deleting the term and definition of “
Marine & Dredging Provisional Sum
” from the Definitions section.
|
3.
|
Article 1.1 of the Agreement is hereby modified by:
|
•
|
Deleting the term “
Marine & Dredging Provisional Sum
” from the definition of “
Provisional Sum
”,
|
4.
|
Article 6.2.A.12 of the Agreement is hereby deleted.
|
5.
|
Article 7.1 of the Agreement is hereby amended by deleting the phrase “Marine and Dredging Provisional Sum.”
|
6.
|
“Marine Facilities” will be removed from list of Major Subcontracts Article 1.3 of Attachment G of the Agreement.
|
7.
|
The “Marine Facilities” section as well as the listed approved subcontractors will be removed from Article 1.7 of Attachment G of the Agreement.
|
8.
|
Article 2 of Schedule EE-2 in Attachment EE of the Agreement hereby modified by:
|
•
|
Deleting the term “
Marine & Dredging Provisional Sum
” from the Introduction paragraph.
|
9.
|
Article 2.2 of Schedule EE-2 in Attachment EE of the Agreement will be deleted to remove reference to, and the description of, the “
Marine & Dredging Provisional Sum
.”
|
10.
|
The adjustments to the Aggregate Equipment Price, Aggregate Labor and Skills Price, and Aggregate Provisional Sum are 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. $***).
|
c.
|
The Aggregate Provisional Sum specified in Article 7.1C of the Agreement prior to this Change Order was Five Hundred Sixty Three Million, Nine Hundred Eighty Three Thousand, Twenty Two U.S. Dollars (U.S. $563,983,022). This Change Order will amend that value and the new value shall be Three Hundred Eighty One Million, Nine Hundred Ninety Two Thousand, Four Hundred Forty Six U.S. Dollars (U.S. $381,992,446).
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0005)
|
$
|
445,853,383
|
|
The Contract Price prior to this Change Order was
|
$
|
7,526,683,383
|
|
The Aggregate Equipment Price will be decreased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be decreased by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Provisional Sum will be decreased by this Change Order in the amount of
|
$
|
***
|
|
The new Contract Price including this Change Order will be
|
$
|
7,503,963,846
|
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
9/28/2015
|
|
16-Jun-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-00007
DATE OF CHANGE ORDER:
June 30, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will design the drainage for the portions of the temporary facilities listed below to meet FEMA-defined 100 year base flood elevation, and this is detailed in Exhibit A:
|
a.
|
Berryman section (53.86 acres) will drain into La Quinta ditch and Green’s Bayou through 4 new outfalls;
|
b.
|
The Port Laydown (110 acres) will drain into La Quinta ditch and Green’s Bayou through four (4) new outfalls;
|
c.
|
The Cotton Warehouse Laydown (25.02 acres) will drain into Green’s Bayou through two (2) new outfalls;
|
d.
|
Additionally, Contractor will remove the underground piping, electrical, and communication works for the temporary facilities on the 110 acre Port Laydown.
|
e.
|
Contractor will increase the culvert sizes for culverts 100, 101, 102, and 103 to include headwall structures.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will extend the overhead transmission line (additional 3,000 LF) to connect the Site to the revised location of the AEP Hecker Station tie-in shown in Exhibit B.
|
3.
|
Parties agree Contractor will utilize a stand-alone power monitoring system (including an HMI) that will monitor switchgear relays, breaker status, and running amperes. Specifications include:
|
a.
|
Re-programmable Relays from a remote location;
|
b.
|
Graphics and power displays available at HMI;
|
c.
|
Alarms will signal at the HMI;
|
d.
|
The HMI will be capable of archiving events for a minimum of five (5) years.
|
4.
|
Parties agree Contractor will install four (4) bollards per pole around the power line poles along La Quinta Rd. Exhibit C of this Change Order depicts the location of this scope.
|
5.
|
Parties agree Contractor will add two (2) multiplexer (MUX) interfaces to interconnect the Owner and AEP 138kV switchgear to drive the fiber optic lines. This scope includes the addition of equipment and communication technology to provide a fiber optic path between AEP at the Hecker Station and the CCL Site. Contractor will also add an additional pole top Optical Ground Wire with fiber optic cores and associated underground fiber optic lines.
|
6.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit D.
|
7.
|
Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit E of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0006)
|
$
|
423,133,846
|
|
The Contract Price prior to this Change Order was
|
$
|
7,503,963,846
|
|
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 new Contract Price including this Change Order will be
|
$
|
7,525,376,502
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0006)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0006)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Project Manager
|
Title
|
|
Title
|
11 August 2015
|
|
30-June-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-00008
DATE OF CHANGE ORDER:
July 28, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will add a shroud over the LNG lines in the jetty area and a vapor fence on the trestle over the water line. The scope includes the shroud, catwalks, catwalk crossovers, vapor fence, and fire and gas detection system for the shroud. This change is based on the FERC/DOT requirements to prevent vapor dispersion from reaching the Owner’s property boundary at a flammable level from a hole in the LNG transfer line that is 1/3 the diameter of the transfer line. Specifics of the shroud include:
|
a.
|
The shroud will be designed to prevent a jet of LNG from a 10” diameter hole at any angle on the pipe from reaching the waterways;
|
b.
|
The shroud will be designed to withstand design wind conditions and shall also be designed to be removed for inspection and maintenance of the LNG lines;
|
c.
|
The shroud will be attached to support columns that are spaced along the length of the shroud to allow air circulation;
|
d.
|
The jetty vapor fence shall be 12 feet high.
|
e.
|
Details of this scope change are shown in Exhibit A of this Change Order.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will install temporary strainers for each of the three (3) LNG transfer arms. The strainers will take the following into consideration:
|
a.
|
Strainers shall be robust and fit for purpose to avoid damage;
|
b.
|
Strainers shall be accessible and able to be removed, cleaned, and reinstalled quickly enough to accommodate scheduled ship loading;
|
c.
|
Contractor to ensure there are facilities for draining, purging, and warming of each section of the line;
|
d.
|
Suitable pressure gauges shall be installed in appropriate locations to indicate condition of strainers.
|
e.
|
Details of this scope change are shown in Exhibit B of this Change Order.
|
3.
|
Per Article 6.1.B of the Agreement, Parties agreed Contractor shall complete an updated Breasting/Mooring analysis to validate FEED layout/mooring equipment for an updated range of sizes in LNG vessels. As a result of changes in vessels, changes to fender specifications and panel size are required. In order to meet the Owner’s requested fender contact pressure of 3.48ksf, Contractor will change the fender system to SCN 2000 E1.2.
|
4.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will add a crossover platform from the Ethylene Storage Drum
|
5.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor shall remove from its scope of work the requirement for vapor fencing on the Owner’s property line alongside Bed 22. Owner will be responsible for this scope of work. A depiction of this scope change is shown in Exhibit D of this Change Order.
|
6.
|
Per Article 6.1.B of the Agreement, Parties agree that to avoid clashing between Loading Arm (A) and the Gangway Tower and Loading Arm (D) and the fire monitor tower, Contractor will relocate the gangway tower. Specifications of this relocation are:
|
a.
|
Gangway central column will be offset by 7 feet 10 inches from the centerline of the turntable. The turntable is 26’7” away from the south edge of the platform (ship side);
|
b.
|
The turntable will be moved closer to the gangway central column (6’11” instead of 8’9”);
|
c.
|
Re-orient the gangway access stairs and landing platform 90 degrees for clear access way and to avoid clashing with the dry chemical skid;
|
d.
|
Move the fire monitor tower 6 feet away from Loading Arm (D).
|
e.
|
Exhibit E of this Change Order depicts this scope change.
|
7.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will increase the size of the Breasting and Mooring dolphins. The dolphin cap sizes will be designed at the following minimums:
|
a.
|
Breasting Dolphin: 25’ x 28’;
|
b.
|
Mooring Dolphin: 28’ x 28’;
|
c.
|
Contractor will also center the mooring hooks and capstan on the dolphins.
|
d.
|
Exhibit F of this Change Order depicts this scope change.
|
8.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit G.
|
9.
|
Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit H of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0007)
|
$
|
444,546,502
|
|
The Contract Price prior to this Change Order was
|
$
|
7,525,376,502
|
|
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
|
$
|
7,540,978,278
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0007)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0007)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
11 Aug 2015
|
|
28-July-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-00009
DATE OF CHANGE ORDER:
July 1, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will incorporate the following base design changes into its detailed design:
|
a.
|
The gas turbines will be supplied with a three (3) stage filter arrangement utilizing Camfil filters and include the inlet housing modifications and structural steel required to accommodate the three stage filters. The Camfil filters are preferred by Owner as stated in Exhibit A.
|
b.
|
An additional backup fuel gas line will be installed from the pipeline inlet to all flare pilots to provide protection in the event of an outage. The details of this scope of work are depicted in Exhibit B of this Change Order.
|
c.
|
Contractor to install smokeless flares utilizing forced air to comply with TCEQ and EPA requirements as depicted in Exhibit C of this Change Order.
|
d.
|
Modify the design of the OSBL and Jetty Impoundment Basins to include storm water pumps which will allow for removal of the following:
|
i.
|
Contents of the basin within four (4) hours;
|
ii.
|
25% of the rain flow from a ten (10) year storm, one (1) hour storm, in one (1) hour.
|
iii.
|
Exhibit D of this Change Order depicts details of this scope of work.
|
e.
|
Modify the drawings to show isolation of the loading lines at the LNG Transfer Arms as depicted in Exhibit E of this Change Order.
|
f.
|
Contractor to design 366 feet of additional vapor fencing between the demountable flare and the OSBL rack that runs to the Marine facilities as agreed to with Owner and depicted in Exhibit F.
|
g.
|
Contractor will space smaller oil-filled transformers (less than 500 gallons of oil) at a minimum distance of 5 feet from each other and from the substation. Larger transformers will be placed at a distance of at least 15 feet from each other and from the substation to facilitate maintenance. The details of this path forward are depicted in Exhibit G.
|
2.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit H.
|
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 I of this Change Order.
|
4.
|
The following Exhibits are incorporated into this Change Order:
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (00001-00008)
|
$
|
460,148,278
|
|
The Contract Price prior to this Change Order was
|
$
|
7,540,978,278
|
|
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
|
$
|
7,557,364,259
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0008)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0008)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
11 Aug 2015
|
|
01-JUL-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-00010
DATE OF CHANGE ORDER:
July 1, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will incorporate the following base design changes into its detailed design:
|
a.
|
Implement design changes to route the primary seal gas on each of the refrigerant compressors to the compressor suction making it the primary destination of the seal gas.
|
b.
|
Implement design changes to remove the current nitrogen generation package and the back-up liquid N2 package from the scope of work. Control valve let-down stations will be required to reduce the Air Liquid nitrogen pressure from the pipeline. Contractor will redesign the Site layout to provide space, tie-in to the N2 pipeline, foundation required for the pressure reducing control valve stations, and temporary use of the 13,000 gallon liquid nitrogen dewar with vaporizer.
|
c.
|
Implement design changes to provide an on-site aerobic sanitary sewage system. Sludge shall be removed by truck with the layout allowing for a future lift station. The effluent will be routed to the Water Treatment Plant with a backup to the Filtered/RO reject sump.
|
d.
|
Exhibit A details these scope changes.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will add a 36” XV valve parallel to the Inlet Feed Gas ESD Valve to avoid a potential trip of three LNG trains when performing the DOT required annual stroke test of the Inlet Feed Gas ESD Valve. Exhibit B details this scope change.
|
3.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will add flow and temperature measurement panels for the BOG line from the LNG tanks to comply with FERC requirements. Exhibit C of this Change Order depicts the locations for the measurement panels.
|
4.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor conducted additional simulations to determine the LNG production for a DLE recycle case run at 98 degrees Fahrenheit. Based on the results, Contractor will run an additional simulation at an agreed-upon temperature with Owner.
|
5.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will ensure that the design for piping and piping nipples for hazardous fluids 2 inches or less in diameter will be no less than schedule 160 for carbon steel and no less than schedule 80 for stainless steel and will be designed to withstand external loads, including vibrational loads in the vicinity of rotating equipment and operator live loads in areas accessible by operators. This change is to comply with the FERC Final EIS.
|
6.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit D.
|
7.
|
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 E of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-0009)
|
$
|
476,534,259
|
|
The Contract Price prior to this Change Order was
|
$
|
7,557,364,259
|
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be changed 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
|
$
|
7,563,798,282
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0009)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-0009)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
11 Aug 2015
|
|
01-JULY-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-00011
DATE OF CHANGE ORDER:
July 7, 2015
|
1.
|
Per Article 6.2.B of the Agreement, Parties agree Contractor will credit the EPC contract value for home office professional services and third party engineering work completed under the Bechtel and Cheniere Technical Services Agreement, dated December 21, 2011. Exhibit A provides the backup to support this credit.
|
2.
|
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 (0001-00010)
|
$
|
482,968,282
|
|
The Contract Price prior to this Change Order was
|
$
|
7,563,798,282
|
|
The Aggregate Equipment Price will be unchanged by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be changed 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
|
$
|
7,499,394,953
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00010)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00010)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Maria K. Brady
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Maria K. Brady
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Vice President
|
Title
|
|
Title
|
Aug 14, 2015
|
|
07-JULY-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-00012
DATE OF CHANGE ORDER:
August 11, 2015
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Owner, not Contractor, will procure operating spare parts. Accordingly, the Provisional Sum for Spare Parts will be reduced from $12,272,221 to $0.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will increase the condensate pump head and motor size for the condensate transport line tie-in to the east of the Site. The location of tie-in is depicted in Exhibit A of this Change Order.
|
3.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will install an automatic shut-off valve in the condensate truck fill line. The valve will be fire safe with a fail closed position. This change is in response to FERC direction and depicted in Exhibit B of this Change Order.
|
4.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will conduct tests for fire water hydrant monitors and fire monitors, including elevated oscillating monitors. The test will verify the coverage of the firewater monitors and the hydrant monitors by testing the elevation and the distance of the water arc in a single, predetermined direction as indicated in Exhibit C of this Change Order.
|
5.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit D.
|
6.
|
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 E of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00011)
|
$
|
418,564,953
|
|
The Contract Price prior to this Change Order was
|
$
|
7,499,394,953
|
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of
|
$
|
***
|
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of
|
$
|
***
|
|
The new Contract Price including this Change Order will be
|
$
|
7,487,110,941
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00011)
|
$
|
***
|
The Aggregate Equipment Price prior to this Change Order was
|
$
|
***
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Equipment Price including this Change Order will be
|
$
|
***
|
The original Aggregate Labor and Skills Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00011)
|
$
|
***
|
The Aggregate Labor and Skills Price prior to this Change Order was
|
$
|
***
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Labor and Skills Price including this Change Order will be
|
$
|
***
|
The original Aggregate Provisional Sum was
|
$
|
950,561,351
|
|
Net change by previously authorized Change Orders (0001-00011)
|
$
|
(568,568,905
|
)
|
The Aggregate Provisional Sum prior to this Change Order was
|
$
|
381,992,446
|
|
The Aggregate Provisional Sum will be changed by this Change Order in the amount of
|
$
|
(12,272,221
|
)
|
The new Aggregate Provisional Sum including this Change Order will be
|
$
|
369,720,225
|
|
/s/ Ed Lehotsky
|
|
/s/ Michael VanderMate
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Michael VanderMate
|
Name
|
|
Name
|
VP LNG Projects
|
|
Project Manager
|
Title
|
|
Title
|
9/22/2015
|
|
11 AUG 2015
|
Date of Signing
|
|
Date of Signing
|
•
|
Employee must be at least age 60 and have at least 4 years of service with the Company and/or its affiliates.
|
•
|
Employee must provide Human Resources with a written notice of his or her planned retirement date at least three (3) months in advance thereof, but the Company may eliminate, or decrease the length of, the notice period in its sole discretion.
|
•
|
The Chief Executive Officer of the Company is not eligible for a Qualifying Retirement under this Policy, and accordingly, no retirement by the Chief Executive will be deemed to be a Qualifying Retirement.
|
•
|
Employees in the United Kingdom are not eligible for Qualifying Retirements under this Policy.
|
•
|
Employees in jurisdictions in which benefits only to retirees would be a violation of applicable laws (as determined by the Company in its sole discretion) are not eligible for Qualifying Retirements under this Policy.
|
•
|
All outstanding Long-Term Cash Awards under Trains 1-2;
|
•
|
All outstanding Restricted Stock Awards under Trains 1-2;
|
•
|
All outstanding Restricted Stock Awards under Trains 3-4; and/or
|
•
|
All outstanding Phantom Unit Awards under the 2014-2018 Long-Term Cash Incentive Program.
|
•
|
If, during employment or subsequent to a Qualifying Retirement, the employee violates any of the restrictions below, he or she will immediately forfeit all unvested Covered Incentive Awards covered by this Policy.
|
•
|
During employment or subsequent to a Qualifying Retirement, the employee will not, directly or indirectly, do any of the following or assist any other person, firm or entity to do any of the following: (a) solicit on behalf of another person or entity, the employment or services of, or hire or retain, any person who is employed by or is a substantially full-time consultant or independent contractor to
|
•
|
During employment or subsequent to a Qualifying Retirement, the employee shall not make or publish any disparaging statements (whether written, electronic or oral) regarding, or otherwise malign the business reputation of, the Company, its present and former owners, officers, employees, shareholders, directors, partners, attorneys, agents and assignees, and all other persons, firms, partnerships, or corporations in control of, under the direction of, or in any way presently or formerly associated with the Company (each, a “Released Party” and collectively the “Released Parties”).
|
•
|
During employment or subsequent to a Qualifying Retirement, the employee shall maintain the confidentiality of the following information: proprietary technical and business information relating to any Company plans, analyses or strategies concerning international or domestic acquisitions, possible acquisitions or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information; manufacturing processes; installation, service, and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of any of the Company's services and products, including components and parts thereof; non-public information acquired by the Company concerning the requirements and specifications of any of the Company's agents, vendors, contractors, customers and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; documents relating to any of the Company's legal rights and obligations; the work product of any attorney employed by or retained by the Company; and any other information which is sufficiently confidential, proprietary, secret to derive economic value from not being generally known including with respect to intellectual property inventions, and work product. The foregoing shall not apply to information that the employee is required to disclose by applicable law, regulation or legal process (provided that the employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
|
•
|
The Committee (in its sole discretion) may elect to subject employees to additional or other restrictive covenants in consideration for the special treatment of their long-term equity and cash awards under this Policy or otherwise. These covenants shall be without limitation to such additional or other restrictions.
|
CHENIERE ENERGY, INC.
|
|
|
|
By:
|
|
|
|
|
Ann Raden
|
|
Vice President, Human Resources & Administration
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Participant
|
|
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
By:
|
|
|
|
|
Ann Raden
|
|
Vice President, Human Resources & Administration
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Participant
|
|
|
|
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in SPA 2.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of SPA 2 not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), Section 21.1 (
Dispute Resolution
), and Section 21.4 (
Immunity
) of SPA 2 shall apply in this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to ‘the Agreement’ are to this Amendment.
|
e.
|
Entire Agreement
. SPA 2, as amended by this Amendment, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
f.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party’s failure to enforce such right or remedy.
|
g.
|
Successors
. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by SPA 2, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
|
SELLER:
|
|
BUYER:
|
||
Corpus Christi Liquefaction, LLC
|
|
Endesa S.A.
|
||
|
|
|
|
|
/s/ Grant E. McCracken
|
|
/s/ Alberto Hern
á
ndez
|
||
Name:
|
Grant E. McCracken
|
|
Name:
|
Alberto Hern
á
ndez
|
Title:
|
Vice President, Commercial Operations
|
|
Title:
|
Head of Global Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in SPA 1.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of SPA 1 not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment No.2, including causing this Amendment No.2 or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), Section 21.1 (
Dispute Resolution
), and Section 21.4 (
Immunity
) of SPA 1 shall apply in this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the ‘Agreement’ are to this Amendment.
|
e.
|
Entire Agreement
. SPA 1, as amended by this Amendment, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
f.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party’s failure to enforce such right or remedy.
|
g.
|
Successors
. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by SPA 1, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
|
SELLER:
|
|
BUYER:
|
||
Corpus Christi Liquefaction, LLC
|
|
Endesa S.A.
|
||
|
|
|
|
|
/s/ Grant E. McCracken
|
|
/s/ Alberto Hern
á
ndez
|
||
Name:
|
Grant E. McCracken
|
|
Name:
|
Alberto Hern
á
ndez
|
Title:
|
Vice President, Commercial Operations
|
|
Title:
|
Head of Global Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), Section 21.1 (
Dispute Resolution
), and Section 21.4 (
Immunity
) of the Agreement shall apply in this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment.
|
e.
|
Entire Agreement
. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
f.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party’s failure to enforce such right or remedy.
|
g.
|
Successors
. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by the Agreement, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all
|
SELLER:
|
|
BUYER:
|
||
Corpus Christi Liquefaction, LLC
|
|
Woodside Energy Trading Singapore PTE Ltd
|
||
|
|
|
|
|
/s/ Grant E. McCracken
|
|
/s/ Reinhardt Matisons
|
||
Name:
|
Grant E. McCracken
|
|
Name:
|
Reinhardt Matisons
|
Title:
|
Vice President, Commercial Operations
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment No.2 or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
Governing Law
. This Amendment No.2 shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), Section 21.1 (
Dispute Resolution
), and Section 21.4 (
Immunity
) of the Agreement shall apply in this Amendment No.2 as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment No.2.
|
e.
|
Entire Agreement
. The Agreement, as amended by this Amendment No.2, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
f.
|
Amendments and Waiver
. This Amendment No.2 may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. A Party shall not be deemed to have waived any right or remedy under this Amendment No.2 by reason of such Party’s failure to enforce such right or remedy.
|
g.
|
Successors
. The terms and provisions of this Amendment No.2 shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment No.2 is void, illegal, or unenforceable, the other clauses and provisions of this Amendment No.2 shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by the Agreement, nothing in this Amendment No.2 shall entitle any party other than the Parties to this Amendment No.2 to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment No.2 may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment No.2 is executed in counterparts,
|
SELLER:
|
|
BUYER:
|
||
Corpus Christi Liquefaction, LLC
|
|
Electricité de France S.A.
|
||
|
|
|
|
|
/s/ Grant E. McCracken
|
|
/s/ Jacques Schutz
|
||
Name:
|
Grant E. McCracken
|
|
Name:
|
Jacques Schutz
|
Title:
|
Vice President, Commercial Operations
|
|
Title:
|
VP Gas Supply
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |