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Delaware
|
001-16383
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95-4352386
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(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
700 Milam Street, Suite 1900
|
|
|
Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip code)
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Large accelerated filer
x
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Accelerated filer
¨
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|||||
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|||||
(Do not check if a smaller reporting company)
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Bcf/d
|
|
billion cubic feet per day
|
Bcf/yr
|
|
billion cubic feet per year
|
Bcfe
|
|
billion cubic feet equivalent
|
DOE
|
|
U.S. Department of Energy
|
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 (CH
4
) 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
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SEC
|
|
Securities and Exchange Commission
|
SPA
|
|
LNG sale and purchase agreement
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
TUA
|
|
terminal use agreement
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,094,833
|
|
|
$
|
1,201,112
|
|
Restricted cash
|
732,551
|
|
|
503,397
|
|
||
Accounts and interest receivable
|
23,979
|
|
|
5,749
|
|
||
Inventory
|
31,243
|
|
|
18,125
|
|
||
Other current assets
|
63,509
|
|
|
54,203
|
|
||
Total current assets
|
1,946,115
|
|
|
1,782,586
|
|
||
|
|
|
|
||||
Non-current restricted cash
|
31,724
|
|
|
31,722
|
|
||
Property, plant and equipment, net
|
17,674,548
|
|
|
16,193,907
|
|
||
Debt issuance costs, net
|
409,894
|
|
|
378,677
|
|
||
Non-current derivative assets
|
29,361
|
|
|
30,887
|
|
||
Goodwill
|
76,819
|
|
|
76,819
|
|
||
Other non-current assets
|
262,486
|
|
|
314,455
|
|
||
Total assets
|
$
|
20,430,947
|
|
|
$
|
18,809,053
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
35,398
|
|
|
$
|
22,820
|
|
Accrued liabilities
|
670,584
|
|
|
427,199
|
|
||
Current debt, net
|
1,785,318
|
|
|
1,673,379
|
|
||
Deferred revenue
|
26,669
|
|
|
26,669
|
|
||
Derivative liabilities
|
50,561
|
|
|
35,201
|
|
||
Other current liabilities
|
93
|
|
|
—
|
|
||
Total current liabilities
|
2,568,623
|
|
|
2,185,268
|
|
||
|
|
|
|
||||
Long-term debt, net
|
16,348,099
|
|
|
14,920,427
|
|
||
Non-current deferred revenue
|
8,500
|
|
|
9,500
|
|
||
Non-current derivative liabilities
|
239,372
|
|
|
79,387
|
|
||
Other non-current liabilities
|
61,668
|
|
|
53,068
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 14)
|
|
|
|
|
|
||
|
|
|
|
||||
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 March 31, 2016 and December 31, 2015
|
|
|
|
||||
Issued and outstanding: 235.5 million shares and 235.6 million shares at March 31, 2016 and December 31, 2015, respectively
|
707
|
|
|
708
|
|
||
Treasury stock: 11.7 million shares and 11.6 million shares at March 31, 2016 and December 31, 2015, respectively, at cost
|
(354,903
|
)
|
|
(353,927
|
)
|
||
Additional paid-in-capital
|
3,088,648
|
|
|
3,075,317
|
|
||
Accumulated deficit
|
(3,944,786
|
)
|
|
(3,623,948
|
)
|
||
Total stockholders’ deficit
|
(1,210,334
|
)
|
|
(901,850
|
)
|
||
Non-controlling interest
|
2,415,019
|
|
|
2,463,253
|
|
||
Total equity
|
1,204,685
|
|
|
1,561,403
|
|
||
Total liabilities and equity
|
$
|
20,430,947
|
|
|
$
|
18,809,053
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||
Regasification revenues
|
$
|
65,551
|
|
|
$
|
66,802
|
|
LNG revenues
|
2,704
|
|
|
662
|
|
||
Other revenues
|
826
|
|
|
905
|
|
||
Total revenues
|
69,081
|
|
|
68,369
|
|
||
|
|
|
|
||||
Operating costs and expenses
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization expense shown separately below)
|
14,507
|
|
|
693
|
|
||
Operating and maintenance expense
|
36,317
|
|
|
35,706
|
|
||
Development expense
|
1,547
|
|
|
16,096
|
|
||
Marketing expense
|
24,978
|
|
|
13,046
|
|
||
General and administrative expense
|
47,924
|
|
|
44,971
|
|
||
Depreciation and amortization expense
|
24,089
|
|
|
17,769
|
|
||
Impairment expense
|
10,166
|
|
|
176
|
|
||
Other
|
112
|
|
|
156
|
|
||
Total operating costs and expenses
|
159,640
|
|
|
128,613
|
|
||
|
|
|
|
||||
Loss from operations
|
(90,559
|
)
|
|
(60,244
|
)
|
||
|
|
|
|
||||
Other income (expense)
|
|
|
|
||||
Interest expense, net of capitalized interest
|
(76,337
|
)
|
|
(59,612
|
)
|
||
Loss on early extinguishment of debt
|
(1,457
|
)
|
|
(88,992
|
)
|
||
Derivative loss, net
|
(180,934
|
)
|
|
(126,690
|
)
|
||
Other income
|
929
|
|
|
372
|
|
||
Total other expense
|
(257,799
|
)
|
|
(274,922
|
)
|
||
|
|
|
|
||||
Loss before income taxes and non-controlling interest
|
(348,358
|
)
|
|
(335,166
|
)
|
||
Income tax provision
|
(616
|
)
|
|
(678
|
)
|
||
Net loss
|
(348,974
|
)
|
|
(335,844
|
)
|
||
Less: net loss attributable to non-controlling interest
|
(28,136
|
)
|
|
(68,135
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(320,838
|
)
|
|
$
|
(267,709
|
)
|
|
|
|
|
|
|
||
Net loss per share attributable to common stockholders—basic and diluted
|
$
|
(1.41
|
)
|
|
$
|
(1.18
|
)
|
|
|
|
|
|
|
||
Weighted average number of common shares outstanding—basic and diluted
|
228,138
|
|
|
226,328
|
|
|
Total Stockholders’ Equity
|
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Non-controlling Interest
|
|
Total
Equity
|
||||||||||||||||||
|
Shares
|
|
Par Value Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
235,639
|
|
|
$
|
708
|
|
|
11,649
|
|
|
$
|
(353,927
|
)
|
|
$
|
3,075,317
|
|
|
$
|
(3,623,948
|
)
|
|
$
|
2,463,253
|
|
|
$
|
1,561,403
|
|
Forfeitures of restricted stock
|
(78
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,329
|
|
|
—
|
|
|
—
|
|
|
13,329
|
|
||||||
Shares repurchased related to share-based compensation
|
(31
|
)
|
|
—
|
|
|
31
|
|
|
(976
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(976
|
)
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,136
|
)
|
|
(28,136
|
)
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,098
|
)
|
|
(20,098
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(320,838
|
)
|
|
—
|
|
|
(320,838
|
)
|
||||||
Balance at March 31, 2016
|
235,530
|
|
|
$
|
707
|
|
|
11,680
|
|
|
$
|
(354,903
|
)
|
|
$
|
3,088,648
|
|
|
$
|
(3,944,786
|
)
|
|
$
|
2,415,019
|
|
|
$
|
1,204,685
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(348,974
|
)
|
|
$
|
(335,844
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Non-cash LNG inventory write-downs
|
216
|
|
|
17,502
|
|
||
Depreciation and amortization expense
|
24,089
|
|
|
17,769
|
|
||
Share-based compensation
|
16,171
|
|
|
16,140
|
|
||
Amortization of debt issuance costs and discount
|
12,817
|
|
|
9,116
|
|
||
Loss on early extinguishment of debt
|
1,457
|
|
|
88,992
|
|
||
Total losses on derivatives, net
|
182,169
|
|
|
126,183
|
|
||
Net cash used for settlement of derivative instruments
|
(8,817
|
)
|
|
(37,262
|
)
|
||
Impairment expense
|
10,166
|
|
|
176
|
|
||
Other
|
303
|
|
|
8,627
|
|
||
Changes in restricted cash for certain operating activities
|
43,366
|
|
|
75,233
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and interest receivable
|
1,092
|
|
|
(28,083
|
)
|
||
Inventory
|
(1,531
|
)
|
|
(29,676
|
)
|
||
Accounts payable and accrued liabilities
|
(27,831
|
)
|
|
73,002
|
|
||
Deferred revenue
|
(1,000
|
)
|
|
(1,003
|
)
|
||
Other, net
|
7,617
|
|
|
(15,052
|
)
|
||
Net cash used in operating activities
|
(88,690
|
)
|
|
(14,180
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(1,149,827
|
)
|
|
(590,998
|
)
|
||
Use of restricted cash for the acquisition of property, plant and equipment
|
1,151,073
|
|
|
572,623
|
|
||
Other
|
(17,861
|
)
|
|
(46,164
|
)
|
||
Net cash used in investing activities
|
(16,615
|
)
|
|
(64,539
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of debt
|
1,908,000
|
|
|
2,500,000
|
|
||
Repayments of debt
|
(415,000
|
)
|
|
—
|
|
||
Debt issuance and deferred financing costs
|
(49,307
|
)
|
|
(58,395
|
)
|
||
Investment in restricted cash
|
(1,423,595
|
)
|
|
(1,929,288
|
)
|
||
Distributions and dividends to non-controlling interest
|
(20,098
|
)
|
|
(20,050
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
958
|
|
||
Payments related to tax withholdings for share-based compensation
|
(976
|
)
|
|
(3,771
|
)
|
||
Other
|
2
|
|
|
20
|
|
||
Net cash provided by (used in) financing activities
|
(974
|
)
|
|
489,474
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(106,279
|
)
|
|
410,755
|
|
||
Cash and cash equivalents—beginning of period
|
1,201,112
|
|
|
1,747,583
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,094,833
|
|
|
$
|
2,158,338
|
|
•
|
Cost of sales includes costs incurred directly for the production of LNG from the
SPL Project
such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the
SPL Project
, vessel chartering costs and other costs related to converting natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense, which now primarily includes costs associated with operating and maintaining the
SPL Project
such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs.
|
•
|
Marketing expense includes costs directly associated with our LNG and natural gas marketing activities by Cheniere Marketing such as payroll and benefit costs of LNG marketing and origination personnel, professional services and other support costs to contract LNG customers throughout the global marketplace for the
SPL Project
and our second natural gas liquefaction and export facility at the Corpus Christi LNG terminal
(the “CCL Project”)
. These costs were reclassified from general and administrative expense.
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Current restricted cash
|
|
|
|
|
||||
SPLNG debt service and interest payment
|
|
$
|
115,469
|
|
|
$
|
77,415
|
|
SPL Project
|
|
177,609
|
|
|
189,260
|
|
||
CTPL construction and interest payment
|
|
—
|
|
|
7,882
|
|
||
CQP and cash held by guarantor subsidiaries
|
|
108,894
|
|
|
—
|
|
||
CCL Project
|
|
295,316
|
|
|
46,770
|
|
||
Cash held by our subsidiaries restricted to Cheniere
|
|
10,511
|
|
|
147,138
|
|
||
Other
|
|
24,752
|
|
|
34,932
|
|
||
Total current restricted cash
|
|
$
|
732,551
|
|
|
$
|
503,397
|
|
|
|
|
|
|
||||
Non-current restricted cash
|
|
|
|
|
||||
SPLNG debt service
|
|
$
|
13,650
|
|
|
$
|
13,650
|
|
Other
|
|
18,074
|
|
|
18,072
|
|
||
Total non-current restricted cash
|
|
$
|
31,724
|
|
|
$
|
31,722
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Natural gas
|
|
$
|
3,333
|
|
|
$
|
5,724
|
|
LNG
|
|
5,546
|
|
|
5,148
|
|
||
Materials and other
|
|
22,364
|
|
|
7,253
|
|
||
Total inventory
|
|
$
|
31,243
|
|
|
$
|
18,125
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
2,748,474
|
|
|
$
|
2,487,759
|
|
LNG terminal construction-in-process (1)
|
|
15,116,545
|
|
|
13,875,204
|
|
||
LNG site and related costs, net
|
|
38,612
|
|
|
33,512
|
|
||
Accumulated depreciation
|
|
(430,757
|
)
|
|
(413,545
|
)
|
||
Total LNG terminal costs, net
|
|
17,472,874
|
|
|
15,982,930
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
12,159
|
|
|
12,153
|
|
||
Furniture and fixtures
|
|
17,201
|
|
|
17,101
|
|
||
Computer software
|
|
72,234
|
|
|
69,340
|
|
||
Leasehold improvements
|
|
41,930
|
|
|
40,136
|
|
||
Land
|
|
60,612
|
|
|
60,612
|
|
||
Other
|
|
38,786
|
|
|
49,376
|
|
||
Accumulated depreciation
|
|
(41,248
|
)
|
|
(37,741
|
)
|
||
Total fixed assets and other, net
|
|
201,674
|
|
|
210,977
|
|
||
Property, plant and equipment, net
|
|
$
|
17,674,548
|
|
|
$
|
16,193,907
|
|
|
(1)
|
As of
March 31, 2016
, LNG terminal construction-in-process is presented net of amounts received from the sale of commissioning cargoes because the related costs were capitalized as testing costs for the construction of the
SPL Project
.
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain of our credit facilities
(“Interest Rate Derivatives”)
;
|
•
|
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 for the commissioning and operation of the
SPL Project
(“Physical Liquefaction Supply Derivatives”)
and associated economic hedges
(“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “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”)
; and
|
•
|
foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with operations in countries outside of the United States
(“FX Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
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
|
||||||||||||||||
SPL Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
(18,009
|
)
|
|
$
|
—
|
|
|
$
|
(18,009
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
CQP Interest Rate Derivatives liability
|
—
|
|
|
(9,490
|
)
|
|
—
|
|
|
(9,490
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
CCH Interest Rate Derivatives liability
|
—
|
|
|
(259,305
|
)
|
|
—
|
|
|
(259,305
|
)
|
|
—
|
|
|
(104,999
|
)
|
|
—
|
|
|
(104,999
|
)
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
—
|
|
|
(151
|
)
|
|
30,054
|
|
|
29,903
|
|
|
—
|
|
|
(25
|
)
|
|
32,492
|
|
|
32,467
|
|
||||||||
LNG Trading Derivatives asset
|
—
|
|
|
5,814
|
|
|
—
|
|
|
5,814
|
|
|
—
|
|
|
1,053
|
|
|
—
|
|
|
1,053
|
|
||||||||
Natural Gas Derivatives liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
||||||||
FX Derivatives liability
|
—
|
|
|
(2,527
|
)
|
|
—
|
|
|
(2,527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Net Fair Value Asset (in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$30,054
|
|
Income Approach
|
|
Basis Spread
|
|
$ (0.350) - $0.020
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance, beginning of period
|
|
$
|
32,492
|
|
|
$
|
342
|
|
Realized and mark-to-market losses:
|
|
|
|
|
||||
Included in cost of sales (1)
|
|
(2,653
|
)
|
|
—
|
|
||
Purchases and settlements:
|
|
|
|
|
||||
Purchases
|
|
215
|
|
|
—
|
|
||
Settlements (1)
|
|
—
|
|
|
—
|
|
||
Balance, end of period
|
|
$
|
30,054
|
|
|
$
|
342
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
(2,194
|
)
|
|
$
|
—
|
|
|
(1)
|
Does not include the decrease in fair value of
$0.5 million
related to the realized gains capitalized during the
three months ended March 31, 2016
.
|
|
|
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
|
CQP Interest Rate Derivatives
|
|
$225.0 million
|
|
$1.3 billion
|
|
March 22, 2016
|
|
February 29, 2020
|
|
1.19
|
%
|
|
One-month LIBOR
|
CCH Interest Rate Derivatives
|
|
$28.8 million
|
|
$5.5 billion
|
|
May 20, 2015
|
|
May 31, 2022
|
|
2.29
|
%
|
|
One-month LIBOR
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
||||||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
(6,759
|
)
|
|
(4,530
|
)
|
|
(36,926
|
)
|
|
(48,215
|
)
|
|
(5,940
|
)
|
|
—
|
|
|
(28,559
|
)
|
|
(34,499
|
)
|
||||||||
Non-current derivative liabilities
|
|
(11,250
|
)
|
|
(4,960
|
)
|
|
(222,379
|
)
|
|
(238,589
|
)
|
|
(2,800
|
)
|
|
—
|
|
|
(76,440
|
)
|
|
(79,240
|
)
|
||||||||
Total derivative liabilities
|
|
(18,009
|
)
|
|
(9,490
|
)
|
|
(259,305
|
)
|
|
(286,804
|
)
|
|
(8,740
|
)
|
|
—
|
|
|
(104,999
|
)
|
|
(113,739
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liability, net
|
|
$
|
(18,009
|
)
|
|
$
|
(9,490
|
)
|
|
$
|
(259,305
|
)
|
|
$
|
(286,804
|
)
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(104,999
|
)
|
|
$
|
(113,739
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
SPL Interest Rate Derivatives loss
|
|
$
|
(11,278
|
)
|
|
$
|
(37,138
|
)
|
CQP Interest Rate Derivatives loss
|
|
(9,530
|
)
|
|
—
|
|
||
CCH Interest Rate Derivatives loss
|
|
(160,176
|
)
|
|
(89,552
|
)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives
|
|
Natural Gas Derivatives
|
|
Total
|
|
Liquefaction Supply Derivatives
|
|
LNG Trading Derivatives
|
|
Natural Gas Derivatives (2)
|
|
Total
|
||||||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
$
|
2,222
|
|
|
$
|
4,663
|
|
|
$
|
—
|
|
|
$
|
6,885
|
|
|
$
|
2,737
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
3,377
|
|
Non-current derivative assets
|
28,210
|
|
|
1,151
|
|
|
—
|
|
|
29,361
|
|
|
30,304
|
|
|
583
|
|
|
—
|
|
|
30,887
|
|
||||||||
Total derivative assets
|
30,432
|
|
|
5,814
|
|
|
—
|
|
|
36,246
|
|
|
33,041
|
|
|
1,223
|
|
|
—
|
|
|
34,264
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
(529
|
)
|
|
—
|
|
|
—
|
|
|
(529
|
)
|
|
(490
|
)
|
|
(107
|
)
|
|
(66
|
)
|
|
(663
|
)
|
||||||||
Non-current derivative liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(63
|
)
|
|
—
|
|
|
(147
|
)
|
||||||||
Total derivative liabilities
|
(529
|
)
|
|
—
|
|
|
—
|
|
|
(529
|
)
|
|
(574
|
)
|
|
(170
|
)
|
|
(66
|
)
|
|
(810
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative asset (liabilities), net
|
$
|
29,903
|
|
|
$
|
5,814
|
|
|
$
|
—
|
|
|
$
|
35,717
|
|
|
$
|
32,467
|
|
|
$
|
1,053
|
|
|
$
|
(66
|
)
|
|
$
|
33,454
|
|
|
(1)
|
Does not include collateral of
$1.5 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheet as of
March 31, 2016
.
|
(2)
|
Does not include collateral of
$5.5 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheet as of
December 31, 2015
.
|
|
|
|
Three Months Ended March 31,
|
||||||
|
Statement of Operations Location
|
|
2016
|
|
2015
|
||||
Liquefaction Supply Derivatives gain
|
LNG revenues
|
|
$
|
28
|
|
|
$
|
—
|
|
Liquefaction Supply Derivatives loss (1)
|
Cost of sales
|
|
(3,594
|
)
|
|
—
|
|
||
LNG Trading Derivatives gain
|
LNG revenues
|
|
4,762
|
|
|
—
|
|
||
Natural Gas Derivatives loss
|
LNG revenues
|
|
(5
|
)
|
|
(247
|
)
|
||
Natural Gas Derivatives gain
|
Operating and maintenance expense
|
|
174
|
|
|
754
|
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Balance Sheet Location
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||
FX Derivatives
|
Other current assets
|
|
$
|
73
|
|
|
$
|
—
|
|
|
FX Derivatives
|
Derivative liabilities
|
|
(1,817
|
)
|
|
—
|
|
|||
FX Derivatives
|
Non-current derivative liabilities
|
|
(783
|
)
|
|
—
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
Statement of Operations Location
|
|
2016
|
|
2015
|
||||
FX Derivatives gain
|
|
Derivative loss, net
|
|
$
|
50
|
|
|
$
|
—
|
|
FX Derivatives loss
|
|
LNG revenues
|
|
(2,600
|
)
|
|
—
|
|
|
|
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 March 31, 2016
|
|
|
|
|
|
|
||||||
SPL Interest Rate Derivatives
|
|
$
|
(18,009
|
)
|
|
$
|
—
|
|
|
$
|
(18,009
|
)
|
CQP Interest Rate Derivatives
|
|
(9,490
|
)
|
|
—
|
|
|
(9,490
|
)
|
|||
CCH Interest Rate Derivatives
|
|
(259,304
|
)
|
|
—
|
|
|
(259,304
|
)
|
|||
Liquefaction Supply Derivatives
|
|
30,618
|
|
|
(186
|
)
|
|
30,432
|
|
|||
Liquefaction Supply Derivatives
|
|
(1,668
|
)
|
|
1,139
|
|
|
(529
|
)
|
|||
LNG Trading Derivatives
|
|
15,412
|
|
|
(9,598
|
)
|
|
5,814
|
|
|||
FX Derivatives
|
|
73
|
|
|
—
|
|
|
73
|
|
|||
FX Derivatives
|
|
(2,600
|
)
|
|
—
|
|
|
(2,600
|
)
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
|
|||||
SPL Interest Rate Derivatives
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
CCH Interest Rate Derivatives
|
|
(104,999
|
)
|
|
—
|
|
|
(104,999
|
)
|
|||
Liquefaction Supply Derivatives
|
|
33,636
|
|
|
(595
|
)
|
|
33,041
|
|
|||
Liquefaction Supply Derivatives
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||
LNG Trading Derivatives
|
|
1,922
|
|
|
(699
|
)
|
|
1,223
|
|
|||
LNG Trading Derivatives
|
|
(2,826
|
)
|
|
2,656
|
|
|
(170
|
)
|
|||
Natural Gas Derivatives
|
|
188
|
|
|
(254
|
)
|
|
(66
|
)
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
19,766
|
|
|
$
|
83,579
|
|
Advances made to municipalities for water system enhancements
|
|
88,151
|
|
|
89,953
|
|
||
Tax-related payments and receivables
|
|
29,197
|
|
|
31,712
|
|
||
Equity method investments
|
|
20,543
|
|
|
20,295
|
|
||
Other
|
|
104,829
|
|
|
88,916
|
|
||
Total other non-current assets
|
|
$
|
262,486
|
|
|
$
|
314,455
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Interest expense and related debt fees
|
|
$
|
169,921
|
|
|
$
|
159,968
|
|
Compensation and benefits
|
|
43,991
|
|
|
99,511
|
|
||
Liquefaction projects costs
|
|
434,990
|
|
|
145,105
|
|
||
LNG terminal costs
|
|
4,230
|
|
|
3,918
|
|
||
Other accrued liabilities
|
|
17,452
|
|
|
18,697
|
|
||
Total accrued liabilities
|
|
$
|
670,584
|
|
|
$
|
427,199
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Long-term debt:
|
|
|
|
|
||||
SPLNG
|
|
|
|
|
||||
6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) (1)
|
|
$
|
420,000
|
|
|
$
|
420,000
|
|
SPL
|
|
|
|
|
|
|||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $8,341 and $8,718
|
|
2,008,341
|
|
|
2,008,718
|
|
||
6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”)
|
|
1,000,000
|
|
|
1,000,000
|
|
||
5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $6,212 and $6,392
|
|
1,506,212
|
|
|
1,506,392
|
|
||
5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
2015 SPL Credit Facilities
|
|
1,505,000
|
|
|
845,000
|
|
||
CTPL
|
|
|
|
|
||||
$400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429
|
|
—
|
|
|
398,571
|
|
||
Cheniere Partners
|
|
|
|
|
||||
2016 CQP Credit Facilities
|
|
450,000
|
|
|
—
|
|
||
CCH
|
|
|
|
|
||||
2015 CCH Credit Facility
|
|
3,386,000
|
|
|
2,713,000
|
|
||
CCH HoldCo II
|
|
|
|
|
||||
11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
|
|
1,079,479
|
|
|
1,050,588
|
|
||
Cheniere
|
|
|
|
|
||||
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $165,738 and $174,095
|
|
888,296
|
|
|
879,938
|
|
||
4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $318,535 and $319,062
|
|
306,465
|
|
|
305,938
|
|
||
Unamortized debt issuance costs (2)
|
|
(201,694
|
)
|
|
(207,718
|
)
|
||
Total long-term debt, net
|
|
16,348,099
|
|
|
14,920,427
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of $3,130 and $4,303 (3)
|
|
1,662,370
|
|
|
1,661,197
|
|
||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
125,000
|
|
|
15,000
|
|
||
Unamortized debt issuance costs (2)
|
|
(2,052
|
)
|
|
(2,818
|
)
|
||
Total current debt, net
|
|
1,785,318
|
|
|
1,673,379
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
18,133,417
|
|
|
$
|
16,593,806
|
|
|
(1)
|
Must be redeemed or repaid concurrently with the 2016 Senior Notes under the terms of the
2016 CQP Credit Facilities
if the obligations under the 2016 Senior Notes are satisfied with borrowings under the
2016 CQP Credit Facilities
.
|
(2)
|
Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified
$207.8 million
and
$2.8 million
from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of
December 31, 2015
.
|
(3)
|
Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the
2016 CQP Credit Facilities
.
|
|
|
2015 SPL Credit Facilities
|
|
SPL Working Capital Facility
|
|
2016 CQP Credit Facilities
|
|
2015 CCH Term Loan Facilities
|
||||||||
Total facility size
|
|
$
|
4,600,000
|
|
|
$
|
1,200,000
|
|
|
$
|
2,800,000
|
|
|
$
|
8,403,714
|
|
Outstanding balance
|
|
1,505,000
|
|
|
125,000
|
|
|
450,000
|
|
|
3,386,000
|
|
||||
Letters of credit issued
|
|
—
|
|
|
236,459
|
|
|
7,500
|
|
|
—
|
|
||||
Available commitment
|
|
$
|
3,095,000
|
|
|
$
|
838,541
|
|
|
$
|
2,342,500
|
|
|
$
|
5,017,714
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
|
LIBOR plus 1.30% - 1.75% or base rate plus 1.75%
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 2.25% or base rate plus 1.25% (1)
|
|
LIBOR plus 2.25% or base rate plus 1.25% (2)
|
||||||||
Maturity date
|
|
Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date
|
|
December 31, 2020, with various terms for underlying loans
|
|
February 25, 2020, with principals due quarterly commencing on February 19, 2019
|
|
Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date
|
|
(1)
|
There is a
0.50%
step-up for both LIBOR and base rate loans beginning on February 25, 2019.
|
(2)
|
There is a
0.25%
step-up for both LIBOR and base rate loans following completion of the first two Trains of the
CCL Project
.
|
|
|
2021 Cheniere Convertible Unsecured Notes
|
|
2025 CCH HoldCo II Convertible Senior Notes
|
|
2045 Cheniere Convertible Senior Notes
|
||||||
Aggregate principal
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
625,000
|
|
Debt component, net of discount
|
|
$
|
888,296
|
|
|
$
|
1,079,479
|
|
|
$
|
306,465
|
|
Equity component
|
|
$
|
203,035
|
|
|
$
|
—
|
|
|
$
|
194,082
|
|
Interest payment method
|
|
Paid-in-kind
|
|
|
Paid-in-kind (1)
|
|
|
Cash
|
|
|||
Conversion by us (2)
|
|
—
|
|
|
(3)
|
|
|
(4)
|
|
|||
Conversion by holders (2)
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
|||
Conversion basis
|
|
Cash and/or stock
|
|
|
Stock
|
|
|
Cash and/or stock
|
|
|||
Conversion value in excess of principal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Maturity date
|
|
May 28, 2021
|
|
|
March 1, 2025
|
|
|
March 15, 2045
|
|
|||
Effective interest rate
|
|
9.6
|
%
|
|
11.9
|
%
|
|
9.4
|
%
|
|||
Remaining debt discount and debt issuance costs amortization period (8)
|
|
5.2 years
|
|
|
4.5 years
|
|
|
29.0 years
|
|
|
(1)
|
Prior to the substantial completion of Train 2 of the
CCL Project
, interest will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances.
|
(2)
|
Conversion is subject to various limitations and conditions.
|
(3)
|
Convertible on or after the later of March 1, 2020 and the substantial completion of Train 2 of the
CCL Project
, provided that our market capitalization is not less than
$10.0 billion
(“Eligible Conversion Date”). The conversion price is the lower of (1) a
10%
discount to the average of the daily volume-weighted average price (“VWAP”) of our common stock for the
90
trading day period prior to the date notice is provided, and (2) a
10%
discount to the closing price of our common stock on the trading day preceding the date notice is provided.
|
(4)
|
Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the
2045 Cheniere Convertible Senior Notes
to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.
|
(5)
|
Initially convertible at
$93.64
(subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date.
|
(6)
|
Convertible on or after the
six
-month anniversary of the Eligible Conversion Date, provided that our total market capitalization is not less than
$10.0 billion
, at a price equal to the average of the daily VWAP of our common stock for the
90
trading day period prior to the date on which notice of conversion is provided.
|
(7)
|
Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal
7.2265
shares of our common stock per $1,000 principal amount of the
2045 Cheniere Convertible Senior Notes
, which corresponds to an initial conversion price of approximately
$138.38
per share of our common stock (subject to adjustment upon the occurrence of certain specified events).
|
(8)
|
We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible into our common stock.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest cost on convertible notes:
|
|
|
|
|
||||
Interest per contractual rate
|
|
$
|
49,040
|
|
|
$
|
13,939
|
|
Amortization of debt discount
|
|
8,885
|
|
|
6,598
|
|
||
Amortization of debt issuance costs
|
|
1,151
|
|
|
14
|
|
||
Total interest cost related to convertible notes
|
|
59,076
|
|
|
20,551
|
|
||
Interest cost on other debt
|
|
234,216
|
|
|
160,087
|
|
||
Total interest cost
|
|
293,292
|
|
|
180,638
|
|
||
Capitalized interest
|
|
(216,955
|
)
|
|
(121,026
|
)
|
||
Total interest expense, net
|
|
$
|
76,337
|
|
|
$
|
59,612
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Senior Notes, net of premium or discount (1)
|
|
$
|
10,596,923
|
|
|
$
|
10,299,660
|
|
|
$
|
10,596,307
|
|
|
$
|
9,525,809
|
|
CTPL Term Loan, net of discount (2)
|
|
—
|
|
|
—
|
|
|
398,571
|
|
|
400,000
|
|
||||
Credit facilities (2) (3)
|
|
5,466,000
|
|
|
5,466,000
|
|
|
3,573,000
|
|
|
3,573,000
|
|
||||
2021 Cheniere Convertible Unsecured Notes, net of discount (4)
|
|
888,296
|
|
|
858,091
|
|
|
879,938
|
|
|
825,413
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (4)
|
|
1,079,479
|
|
|
1,071,219
|
|
|
1,050,588
|
|
|
914,363
|
|
||||
2045 Cheniere Convertible Senior Notes, net of discount (5)
|
|
306,465
|
|
|
334,375
|
|
|
305,938
|
|
|
331,919
|
|
|
(1)
|
Includes
2016 SPLNG Senior Notes
, net of discount;
2020 SPLNG Senior Notes
;
2021 SPL Senior Notes
, net of premium;
2022 SPL Senior Notes
;
2023 SPL Senior Notes
, net of premium;
2024 SPL Senior Notes
and
2025 SPL Senior Notes
(collectively, the “Senior Notes”)
. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of our Senior Notes and other similar instruments.
|
(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)
|
Includes
2015 SPL Credit Facilities
,
SPL Working Capital Facility
,
2016 CQP Credit Facilities
and
2015 CCH Credit Facility
.
|
(4)
|
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.
|
(5)
|
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 March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Total share-based compensation
|
|
$
|
17,525
|
|
|
$
|
17,991
|
|
Capitalized share-based compensation
|
|
(1,354
|
)
|
|
(1,851
|
)
|
||
Total share-based compensation expense, net
|
|
$
|
16,171
|
|
|
$
|
16,140
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
228,138
|
|
|
226,328
|
|
||
Dilutive common stock options (1)
|
|
—
|
|
|
—
|
|
||
Diluted
|
|
228,138
|
|
|
226,328
|
|
||
|
|
|
|
|
||||
Basic and diluted net loss per share attributable to common stockholders
|
|
$
|
(1.41
|
)
|
|
$
|
(1.18
|
)
|
|
(1)
|
Stock options and unvested stock of
7.4 million
shares and
10.3 million
shares as of
March 31, 2016
and
2015
, 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,
82.7 million
and
21.1 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
, were not included in the computation of diluted net loss per share for the
three months ended March 31, 2016 and 2015
, respectively, because the computation of diluted net loss per share utilizing the “if-converted” method at the share price as of
March 31, 2016
and
2015
, respectively, would be anti-dilutive.
|
|
Segments
|
||||||||||||||
|
LNG Terminal
|
|
LNG & Natural Gas Marketing
|
|
Corporate and Other (1)
|
|
Total
Consolidation
|
||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers (2)
|
$
|
65,551
|
|
|
$
|
2,704
|
|
|
$
|
826
|
|
|
$
|
69,081
|
|
Intersegment revenues (losses) (3)
|
918
|
|
|
7,594
|
|
|
(8,512
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
17,973
|
|
|
315
|
|
|
5,801
|
|
|
24,089
|
|
||||
Loss from operations
|
(12,549
|
)
|
|
(30,547
|
)
|
|
(47,463
|
)
|
|
(90,559
|
)
|
||||
Interest expense, net of capitalized interest
|
(51,366
|
)
|
|
—
|
|
|
(24,971
|
)
|
|
(76,337
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(240,971
|
)
|
|
(30,680
|
)
|
|
(76,707
|
)
|
|
(348,358
|
)
|
||||
Share-based compensation
|
2,777
|
|
|
4,889
|
|
|
9,859
|
|
|
17,525
|
|
||||
Expenditures for additions to long-lived assets
|
1,501,378
|
|
|
235
|
|
|
6,446
|
|
|
1,508,059
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers (2)
|
$
|
66,802
|
|
|
$
|
662
|
|
|
$
|
905
|
|
|
$
|
68,369
|
|
Intersegment revenues (losses) (3)
|
103
|
|
|
7,017
|
|
|
(7,120
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
14,941
|
|
|
200
|
|
|
2,628
|
|
|
17,769
|
|
||||
Loss from operations
|
(24,335
|
)
|
|
(5,183
|
)
|
|
(30,726
|
)
|
|
(60,244
|
)
|
||||
Interest expense, net of capitalized interest
|
(42,845
|
)
|
|
—
|
|
|
(16,767
|
)
|
|
(59,612
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(277,655
|
)
|
|
(5,390
|
)
|
|
(52,121
|
)
|
|
(335,166
|
)
|
||||
Share-based compensation
|
3,197
|
|
|
4,035
|
|
|
10,759
|
|
|
17,991
|
|
||||
Expenditures for additions to long-lived assets
|
590,245
|
|
|
714
|
|
|
28,781
|
|
|
619,740
|
|
|
(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.
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
LNG Terminal
|
|
$
|
19,068,923
|
|
|
$
|
17,363,750
|
|
LNG & Natural Gas Marketing
|
|
549,509
|
|
|
550,896
|
|
||
Corporate and Other
|
|
812,515
|
|
|
894,407
|
|
||
Total Consolidation
|
|
$
|
20,430,947
|
|
|
$
|
18,809,053
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash paid during the period for interest, net of amounts capitalized and deferred
|
|
$
|
15,251
|
|
|
$
|
—
|
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, and subsequent amendments thereto
|
|
This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.
|
|
January 1, 2018
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
ASU 2014-15,
Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.
|
|
December 31, 2016
|
|
The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
ASU 2016-02,
Leases (Topic 842)
|
|
This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
|
This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period.
|
|
January 1, 2017
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
|
|
These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.
|
|
January 1, 2016
|
|
The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
January 1, 2016
|
|
Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See
Note 10—Debt
for additional disclosures.
|
ASU 2015-05,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement
|
|
This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date.
|
|
January 1, 2016
|
|
The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
|
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 any 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, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
|
•
|
statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
|
•
|
statements regarding our planned development and construction of additional Trains, including the financing of such Trains;
|
•
|
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues 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
|
•
|
In February 2016, Cheniere Partners entered into a Credit and Guaranty Agreement for the incurrence of debt of up to an aggregate amount of approximately $2.8 billion
(the “2016 CQP Credit Facilities”)
. The
2016 CQP Credit Facilities
consist of: (1) a
$450.0 million
CTPL tranche term loan that was used to prepay the
$400.0 million
CTPL Term Loan
in February 2016, (2) an approximately
$2.1 billion
SPLNG tranche term loan that will be used to redeem or repay the approximately
$2.1 billion
of the 7.50% Senior Secured Notes due 2016 issued by SPLNG
(the “2016 SPLNG Senior Notes”)
and the 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”)
(which must be redeemed or repaid concurrently under the terms of the
2016 CQP Credit Facilities
), (3) a
$125.0 million
debt service reserve credit facility
(the “DSR Facility”)
that may be used to satisfy a
six
-month debt service reserve requirement and (4) a
$115.0 million
revolving credit facility that may be used for general business purposes.
|
•
|
In February 2016, SPL commenced production and shipment of LNG commissioning cargoes from Train 1 of 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
2016 SPLNG Senior Notes
;
|
•
|
$0.4 billion
of
2020 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
|
•
|
$2.0 billion
of 5.625% Senior Secured Notes due 2025
(the “2025 SPL Senior Notes” and collectively with the 2021 SPL Senior Notes, the 2022 SPL Senior Notes, the 2023 SPL Senior Notes and the 2024 SPL Senior Notes, the “SPL Senior Notes”)
.
|
•
|
the excess of: (1) the present value at such redemption date of (a) the redemption price of the
2016 SPLNG Senior Notes
plus (b) all required interest payments due on the
2016 SPLNG Senior Notes
(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (2) the principal amount of the
2016 SPLNG Senior Notes
, if greater.
|
•
|
pursuant to an
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;
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Sources of cash and cash equivalents
|
|
|
|
||||
Proceeds from issuances of debt
|
$
|
1,908,000
|
|
|
$
|
2,500,000
|
|
Use of restricted cash for the acquisition of property, plant and equipment
|
1,151,073
|
|
|
572,623
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
958
|
|
||
Other
|
2
|
|
|
20
|
|
||
Total sources of cash and cash equivalents
|
3,059,075
|
|
|
3,073,601
|
|
||
|
|
|
|
||||
Uses of cash and cash equivalents
|
|
|
|
|
|
||
Investment in restricted cash
|
(1,423,595
|
)
|
|
(1,929,288
|
)
|
||
Property, plant and equipment, net
|
(1,149,827
|
)
|
|
(590,998
|
)
|
||
Debt issuance and deferred financing costs
|
(49,307
|
)
|
|
(58,395
|
)
|
||
Repayments of debt
|
(415,000
|
)
|
|
—
|
|
||
Distributions and dividends to non-controlling interest
|
(20,098
|
)
|
|
(20,050
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(976
|
)
|
|
(3,771
|
)
|
||
Operating cash flow
|
(88,690
|
)
|
|
(14,180
|
)
|
||
Other
|
(17,861
|
)
|
|
(46,164
|
)
|
||
Total uses of cash and cash equivalents
|
(3,165,354
|
)
|
|
(2,662,846
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(106,279
|
)
|
|
410,755
|
|
||
Cash and cash equivalents—beginning of period
|
1,201,112
|
|
|
1,747,583
|
|
||
Cash and cash equivalents—end of period
|
$
|
1,094,833
|
|
|
$
|
2,158,338
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
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
|
|
January 1 - 31, 2016
|
|
3,601
|
|
|
$37.25
|
|
—
|
|
—
|
February 1 - 29, 2016
|
|
19,839
|
|
|
$29.28
|
|
—
|
|
—
|
March 1 - 31, 2016
|
|
7,577
|
|
|
$34.06
|
|
—
|
|
—
|
Total
|
|
31,017
|
|
|
|
|
—
|
|
—
|
|
(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.
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
10.1
|
|
Credit and Guaranty Agreement, dated as of February 25, 2016, among Cheniere Partners, as Borrower, certain subsidiaries of Cheniere Partners, as Subsidiary Guarantors, the lenders from time to time party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank, Administrative Agent and Coordinating Lead Arranger, and certain arrangers and other participants (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 2, 2016)
|
10.2
|
|
Depositary Agreement, dated as of February 25, 2016, among Cheniere Partners, certain subsidiaries of the Cheniere Partners, as Subsidiary Guarantors, MUFG Union Bank, N.A., as Collateral Agent and MUFG Union Bank, N.A., as Depositary Bank (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 2, 2016)
|
10.3
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00044 Potable Water Bypass Line and Pipeline Installation Tie-In at 135-A Metering Station, dated December 17, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.4
|
|
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-00020 Milestone Payment Adjustments, dated January 12, 2016 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.5
|
|
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-00004 DOE Regulation Change Impacts, RECON Schedule Change, Addition of Dry Flare Connection, Fuel Gas Supply Transfer to Train 5 & East Meter Fuel Gas, dated February 18, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.6*
|
|
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.: (i) the Change Order CO-00014 Stage 1 Isolation, dated January 11, 2016, (ii) the Change Order CO-00015 IAC Conversion to Lump Sum, dated January 20, 2016, and (iii) the Change Order CO-00016 Permanent Plant Buildings, dated January 20, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)
|
10.7*†
|
|
Letter agreement between R. Keith Teague and the Company, dated May 4, 2016
|
10.8
|
|
Administrative Amendment, dated December 31, 2015, to the Second Amended and Restated Common Terms Agreement dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.7 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 5, 2016)
|
31.1*
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2*
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
Date:
|
May 5, 2016
|
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:
|
May 5, 2016
|
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-00014
DATE OF CHANGE ORDER:
January 11, 2016
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will implement the scope changes that are detailed in Exhibit A of this Change Order.
|
2.
|
The scope changes are depicted in the drawings in Exhibit B of this Change Order.
|
3.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit C.
|
4.
|
Schedules C-1 and C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestones listed in Exhibit D of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00013)
|
$
|
410,656,403
|
|
The Contract Price prior to this Change Order was
|
$
|
7,491,486,403
|
|
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
|
$
|
7,506,562,833
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00013)
|
$
|
***
|
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 (0001-00013)
|
$
|
***
|
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
|
2/2/2016
|
|
January 11, 2016
|
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-00015
DATE OF CHANGE ORDER:
January 20, 2016
|
1.
|
In Change Order CO-00002, executed on April 7, 2015, Owner and Contractor agreed to change from SAC to DLE Compressor Turbine Drivers, include the Inlet Air Chilling (IAC) while removing the Inlet Air Humidification, and resize and relocate water treatment facilities. Exhibit A of this Change Order depicts the changes from CO-00002 that are effective upon execution of this CO-00015.
|
2.
|
The value of the IAC Provisional Sum was U.S. $165,125,800. Per Article 6.1.B of the Agreement, Parties agree to close this Provisional Sum. The contract price will be increased by $89,325,232.
|
3.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit B.
|
4.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit C of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00014)
|
$
|
425,732,833
|
|
The Contract Price prior to this Change Order was
|
$
|
7,506,562,833
|
|
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
|
$
|
7,595,888,065
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00014)
|
$
|
***
|
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 (0001-00014)
|
$
|
***
|
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
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00014)
|
$
|
***
|
The Aggregate Provisional Sum prior to this Change Order was
|
$
|
***
|
The Aggregate Provisional Sum will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Provisional Sum including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Walker Kimball
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Walker Kimball
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Project Manager, SVP
|
Title
|
|
Title
|
March 2, 2016
|
|
January 20, 2016
|
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-00016
DATE OF CHANGE ORDER:
January 20, 2016
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Contractor will make design changes to the O&M, Warehouse, Maintenance, and Auxiliary Material Storage buildings and add two new buildings - Security Operations Building and Laboratory Building. This Change Order includes changes to permanent buildings subcontract and related changes to piping, electrical and sitework for Contractor direct hire work as well as acceleration costs to mitigate schedule impact.
|
2.
|
Exhibit A depicts the changes to the O&M and Control building.
|
3.
|
Exhibit B depicts the changes to the Maintenance building.
|
4.
|
Exhibit C depicts the changes to the Warehouse building.
|
5.
|
Exhibit D depicts the location of the Laboratory building.
|
6.
|
Exhibit E depicts the location of the Security Operations building.
|
7.
|
The Auxiliary Material Storage building will be approximately 22,000 square feet.
|
8.
|
The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit F.
|
9.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit G of this Change Order.
|
The original Contract Price was
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00015)
|
$
|
515,058,065
|
|
The Contract Price prior to this Change Order was
|
$
|
7,595,888,065
|
|
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
|
$
|
7,624,287,362
|
|
The original Aggregate Equipment Price was
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00015)
|
$
|
***
|
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 (0001-00015)
|
$
|
***
|
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
|
$
|
***
|
Net change by previously authorized Change Orders (0001-00015)
|
$
|
***
|
The Aggregate Provisional Sum prior to this Change Order was
|
$
|
***
|
The Aggregate Provisional Sum will be changed by this Change Order in the amount of
|
$
|
***
|
The new Aggregate Provisional Sum including this Change Order will be
|
$
|
***
|
/s/ Ed Lehotsky
|
|
/s/ Walker Kimball
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Walker Kimball
|
Name
|
|
Name
|
VP LNG Projects
|
|
Senior Project Manager, SVP
|
Title
|
|
Title
|
February 3, 2016
|
|
January 20, 2016
|
Date of Signing
|
|
Date of Signing
|
1.
|
Transition from Employment
|
2.
|
Termination Payments
|
3.
|
Continuing Covenants.
|
5.
|
General Provisions.
|
|
|
|
Very truly yours,
|
||
|
||
CHENIERE ENERGY, INC.
|
||
|
|
|
By:
|
|
/s/ Neal A. Shear
|
|
|
|
Accepted and Agreed:
|
||
|
||
/s/ R. Keith Teague
|
||
R. Keith Teague
|
||
|
||
Date: May 4, 2016
|
1.
|
This Release (the “
Release Agreement
”) is being entered into by
R. Keith Teague
(the “
Employee
”) and
Cheniere Energy, Inc
. (the “Company”) in order to further the mutually desired terms and conditions set forth herein and as a condition to payment under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan Phantom Award Agreement, dated April 21, 2015, by and between the Employee and the Company (the “
Phantom Unit Award Agreement
”). The term “Company” shall include Cheniere Energy, Inc., its present and former parents, trusts, plans, direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization.
|
2.
|
The Employee’s timely execution of this Release Agreement and non-revocation of the General Release and/or ADEA Release contained in Sections 3 and 5 herein is in partial consideration of the benefits under the Employee’s Phantom Unit Award Agreement and to which the Employee agrees he is not entitled until and unless he executes this Release Agreement and does not revoke the General Release and/or ADEA Release.
|
3.
|
General Release.
Except with respect to the Excluded Benefits, the Employee, on behalf of himself, his heirs, beneficiaries, personal representatives and assigns, hereby releases, acquits and forever discharges 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”), of, from and against all claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, causes of action, suits, accrued benefits or other liabilities of any kind or character, in law or in equity, whether known or unknown, foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, that may now or hereafter at any time be made or brought against any Released Party, arising from or in any way connected with or related to his employment with the Company and/or his termination of employment with the Company, including, but not limited to, allegations of wrongful termination, discrimination, retaliation, breach of contract, anticipatory breach, fraud, conspiracy, promissory estoppel, retaliatory discharge, constructive discharge, discharge in violation of any law, statute, regulation or ordinance providing whistleblower protection, discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, harassment, sexual harassment, invasion of privacy, any action in tort or contract, any violation of any federal, state, or local law, including, but not limited to, any violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e
et seq
., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001
et seq
., the Americans with Disabilities Act, 29 U.S.C. § 621,
et seq
., the Family and Medical Leave Act, 29 U.S.C. § 2601
et seq
., the Fair Credit Reporting Act, 15 U.S.C. § 1681,
et seq
., the Sarbanes-Oxley Act, 18 U.S.C. § 1514A
et seq
., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109, the Texas Commission on Human Rights Act, Tex. Lab. Code § 21.001,
et. seq
., the Texas Workers’ Compensation Act, Tex. Lab. Code §§ 451.001 - 451.003, the Texas Payday Act, Tex. Lab. Code § 61.011,
et seq
., or any other employment or civil rights act, and any and all claims for severance pay, vacation pay, paid time off or benefits under any compensation, cash award, bonus, stock grant, equity grants or awards, or employee benefit plan, program, policy, contract, agreement, but excluding any claim for unemployment compensation, any claim for workers’ compensation benefits; and any benefits which the Employee is entitled to receive under any Company plan that is a qualified plan under IRC §401(a) or is a
|
4.
|
The Employee agrees not to commence any legal proceeding or lawsuit against any Released Party arising out of or based upon his employment with the Company or the termination of his employment with the Company. The Employee represents that he has not filed any charges, complaints, or other proceedings against the Company or any of the Released Parties that are presently pending with any federal, state, or local court or administrative or governmental agency. Notwithstanding this release of liability, nothing in this Agreement prevents the Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC, NLRB or comparable state or local agency; however, the Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC, NLRB or comparable state or local agency proceeding or subsequent legal actions.
|
5.
|
ADEA Release
.
The
Employee hereby completely and forever releases and irrevocably discharges the Company and the other Released Parties, as that term is defined in Section 3 above, from any and all liabilities, claims, actions, demands, and/or causes of action, arising under the ADEA on or before the date of this Agreement (“ADEA Release”), and hereby acknowledges and agrees that:
|
a.
|
The Release Agreement, including the ADEA Release, was negotiated at arms-length;
|
b.
|
The Release Agreement, including the ADEA Release, is worded in a manner that the Employee fully understands;
|
d.
|
The Employee knowingly and voluntarily agrees to all of the terms set forth in the Release Agreement, including the ADEA Release;
|
e.
|
The Employee acknowledges and understands that any claims under the ADEA that may arise after the date of the Release Agreement are not waived;
|
f.
|
The rights and claims waived in the Release Agreement, including the ADEA Release, are in exchange for consideration over and above anything to which the Employee was already undisputedly entitled;
|
g.
|
The Employee has been and hereby is advised in writing to consult with an attorney prior to executing the Release Agreement, including the ADEA Release;
|
h.
|
The Employee understands that he has been given a period of up to 21 days to consider the ADEA Release prior to executing it, although he may accept it at any time within those 21 days;
|
i.
|
The Employee understands and agrees that any changes to Company’s offer, whether material or immaterial, do not restart the running of the 21-day review period; and
|
j.
|
The Employee understands that he has been given a period of seven (7) days from the date of the execution of the ADEA Release to revoke the ADEA Release, and understands and acknowledges that the ADEA Release will not become effective or enforceable until the revocation period has expired.
|
6.
|
The Employee voluntarily accepts the consideration cited herein, as sufficient payment for the full, final, and complete release stated herein, and agrees that no other promises or representations have been made to him by the Company or any other person purporting to act on behalf of the Company, except as expressly stated herein.
|
7.
|
The Employee understands that this is a full, complete, and final release of the Released Parties. As evidenced by the signature below, the Employee expressly promises and represents to the Company that he has completely read the Release Agreement and understands its terms, contents, conditions, and effects. The Employee represents that he has made no assignment or transfer of the claims covered by Sections 3 or 5 above.
|
8.
|
The Employee is advised to consult with an attorney prior to executing the Release Agreement. The Employee understands that he has the right to consult an attorney of his choice and has consulted with an attorney or has knowingly and voluntarily decided not to do so.
|
9.
|
The Employee states that he is not presently affected by any disability which would prevent him from knowingly and voluntarily granting the Release Agreement, and further states that the promises made herein are not made under duress, coercion, or undue influence and were not procured through fraud.
|
10.
|
The Employee acknowledges that the business and services of the Company are highly specialized and that the following information is not generally known, is highly confidential, and constitutes trade secrets: 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 (other than his own); 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 secret to derive economic value from not being generally known (the “Confidential Information”). However, Confidential Information does not include information (A) that was or becomes generally available to the Employee on a non-confidential basis, if the source of this information was not reasonably known to the Employee to be bound by a duty of confidentiality, (B) that was or becomes generally available to the public, other than as a result of a disclosure by the Employee, directly or indirectly, that is not authorized by the Company or its affiliate, as applicable, or (C) that the Employee can establish was independently developed by the Employee without reference to any Confidential Information. The Employee acknowledges that he will maintain the confidential nature of all Confidential Information. The Employee further agrees to maintain in the strictest confidence and to not, directly or indirectly, intentionally or inadvertently, use, publish, or otherwise disclose to any person or entity whatsoever, any of the Company’s Confidential Information or any confidential information belonging to any agent, joint venture, contractor, customer, vendor, or supplier of the Company regardless of its form, without the prior written explicit consent of the Company’s Chief Executive Officer. The Employee shall take reasonable precautions to protect the inadvertent disclosure of information.
|
11.
|
The Employee acknowledges and agrees that any work product prepared, conceived, or developed by him during the term of his employment with the Company, including but not limited to all written documents and electronic data pertaining thereto, is and shall remain the exclusive property of the Company, and will be considered Confidential Information subject to the terms of this Release Agreement. The Employee agrees that when appropriate, and upon written request of the Company, he will acknowledge that his work product constitutes "works for hire" and will cooperate in the filing for patents or copyrights with regard to any or all such work product and will sign documentation necessary to evidence ownership of such work product in the Company.
|
12.
|
The Employee shall not make or publish any disparaging statements (whether written, electronic, or oral) regarding, or otherwise maligning the business reputation of, any Released Party. The Company, likewise, agrees that its Executive Officers and members of its Board of Directors will not make or publish any disparaging statements (whether written, electronic, or oral) regarding the Employee. In the event that the Company receives any requests for employment verification or references pertaining to the Employee’s employment with the Company, the Company shall provide a neutral reference that includes only confirmation of the Employee’s employment, dates of employment, and the job positions held. If requested, the Company will neither confirm nor deny any basis for the Employee’s separation of employment.
|
13.
|
The Employee represents that he has returned to the Company, except to the extent such return is expressly excused by the Company in writing, all expense reports, notes, memoranda, records, documents, employment manuals, pass keys, computers, computer diskettes, office equipment, sales records and data, and all other information or property, no matter how produced, reproduced or maintained, kept by the Employee in his possession, used in or pertaining to the business of the Company, including but not limited to lists of customers, prices, marketing plans, Company operating manuals, and other Confidential Information obtained by the Employee in the course of his employment.
|
14.
|
Nothing in the Release Agreement shall be deemed to affect or relieve the Employee from any binding obligation contained in any agreement with the Company or any of the Released Parties related to the terms of his employment or separation therefrom, including, but not limited to, any confidentiality, non-solicitation, non-disclosure or other protective covenant, entered into between the Employee and the Company or any of the Released Parties, which covenants the Employee expressly reaffirms and re-acknowledges herein.
|
15.
|
Should any future dispute arise with respect to the Release Agreement, both parties agree that it should be resolved solely in accordance with the terms and provisions of this Release Agreement and the laws of the State of Texas. Any disputes between the parties concerning the Employee’s employment with the Company and/or the Release Agreement shall be settled exclusively in Harris County, Texas.
|
16.
|
The Employee hereby waives all rights to recall reinstatement, employment, reemployment, and past or future wages from the Company. The Employee further agrees not to apply for employment with the Company. The Employee additionally represents, warrants and agrees that he has received full and timely payment of all wages, salary, overtime pay, commissions, bonuses, other compensation, remuneration and benefits that may have been due and payable by the Released Parties and that he has been appropriately paid for all time worked and in accordance with all incentive awards.
|
17.
|
The Employee expressly represents and warrants to the Company that he has completely read the Release Agreement prior to executing it, has had an opportunity to review it with his counsel and to consider the Release Agreement and to understand its terms, contents, conditions and effects and has entered into the Release Agreement knowingly and voluntarily.
|
18.
|
The Employee agrees that the terms and conditions of the Release Agreement, including without limitation the amount of money and other consideration, shall be treated as confidential, and shall not be revealed to any other person or entity whatsoever, except as follows:
|
a.
|
to the extent as may be compelled by legal process; or
|
b.
|
to the extent necessary to the Employee’s legal or financial advisors and provided that the Employee’s instructs the foregoing not to disclose the same to anyone.
|
19.
|
The Employee agrees that the confidentiality provisions, including but not limited to those in Sections 10 and 11, of the Release Agreement are a material part of it and are contractual in nature.
|
20.
|
The Employee acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of the release set forth above and which, if known or suspected at the time of entering into the Release Agreement, may have materially affected the Release Agreement and his decision to enter into it. Nevertheless, the Employee hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts.
|
21.
|
The Employee agrees that he will forfeit the amounts payable by the Company in respect of the Phantom Unit Award Agreement if he challenges the validity of the Release Agreement. The Employee also agrees that if he violates the Release Agreement by suing the Company or the other Released Parties on the claims released hereunder, the Employee will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by the Employee pursuant to the Release Agreement.
|
22.
|
Whenever possible, each provision of the Release Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however, if any provision of the Release Agreement, other than Sections 3 and 5, shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Release Agreement. If the Employee challenges the validity of the
|
/s/ R. Keith Teague
|
||
R. Keith Teague
|
||
|
|
|
Date:
|
|
May 4, 2016
|
|
|
|
CHENIERE ENERGY, INC.
|
||
|
|
|
By:
|
|
/s/ Neal A. Shear
|
Name:
|
|
Neal A. Shear
|
Title:
|
|
Interim Chief Executive Officer and President
|
|
|
|
Date:
|
|
May 4, 2016
|
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/ Neal A. Shear
|
Neal A. Shear
Interim 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/ Neal A. Shear
|
Neal A. Shear
Interim 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 |