|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
95-4352386
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
700 Milam Street, Suite 1900
|
|
Houston, Texas
|
77002
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer x
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company o
|
|
Emerging growth company o
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, $ 0.003 par value
|
LNG
|
NYSE American
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bcf
|
|
billion cubic feet
|
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 that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
|
MMBtu
|
|
million British thermal units, an energy unit
|
mtpa
|
|
million tonnes per annum
|
non-FTA countries
|
|
countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SPA
|
|
LNG sale and purchase agreement
|
TBtu
|
|
trillion British thermal units, an energy unit
|
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,
|
||||
|
2019
|
|
2018
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,093
|
|
|
$
|
981
|
|
Restricted cash
|
1,918
|
|
|
2,175
|
|
||
Accounts and other receivables
|
390
|
|
|
581
|
|
||
Accounts receivable—related party
|
3
|
|
|
4
|
|
||
Inventory
|
279
|
|
|
316
|
|
||
Derivative assets
|
107
|
|
|
63
|
|
||
Other current assets
|
106
|
|
|
114
|
|
||
Total current assets
|
3,896
|
|
|
4,234
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
27,953
|
|
|
27,245
|
|
||
Operating lease assets, net
|
542
|
|
|
—
|
|
||
Debt issuance costs, net
|
58
|
|
|
72
|
|
||
Non-current derivative assets
|
42
|
|
|
54
|
|
||
Goodwill
|
77
|
|
|
77
|
|
||
Other non-current assets, net
|
317
|
|
|
305
|
|
||
Total assets
|
$
|
32,885
|
|
|
$
|
31,987
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
66
|
|
|
$
|
58
|
|
Accrued liabilities
|
1,101
|
|
|
1,169
|
|
||
Accrued liabilities—related party
|
5
|
|
|
—
|
|
||
Current debt
|
—
|
|
|
239
|
|
||
Deferred revenue
|
108
|
|
|
139
|
|
||
Current operating lease liabilities
|
325
|
|
|
—
|
|
||
Derivative liabilities
|
37
|
|
|
128
|
|
||
Other current liabilities
|
17
|
|
|
9
|
|
||
Total current liabilities
|
1,659
|
|
|
1,742
|
|
||
|
|
|
|
||||
Long-term debt, net
|
28,726
|
|
|
28,179
|
|
||
Non-current operating lease liabilities
|
207
|
|
|
—
|
|
||
Non-current finance lease liabilities
|
58
|
|
|
57
|
|
||
Non-current derivative liabilities
|
39
|
|
|
22
|
|
||
Other non-current liabilities
|
58
|
|
|
58
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 16)
|
|
|
|
|
|
||
|
|
|
|
||||
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, 2019 and December 31, 2018
|
|
|
|
||||
Issued: 270.4 million shares at March 31, 2019 and 269.8 million shares at December 31, 2018
|
|
|
|
|
|
||
Outstanding: 257.4 million shares at March 31, 2019 and 257.0 million shares at December 31, 2018
|
1
|
|
|
1
|
|
||
Treasury stock: 13.0 million shares and 12.8 million shares at March 31, 2019 and December 31, 2018, respectively, at cost
|
(418
|
)
|
|
(406
|
)
|
||
Additional paid-in-capital
|
4,063
|
|
|
4,035
|
|
||
Accumulated deficit
|
(4,015
|
)
|
|
(4,156
|
)
|
||
Total stockholders’ deficit
|
(369
|
)
|
|
(526
|
)
|
||
Non-controlling interest
|
2,507
|
|
|
2,455
|
|
||
Total equity
|
2,138
|
|
|
1,929
|
|
||
Total liabilities and equity
|
$
|
32,885
|
|
|
$
|
31,987
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
LNG revenues
|
$
|
2,143
|
|
|
$
|
2,166
|
|
Regasification revenues
|
66
|
|
|
65
|
|
||
Other revenues
|
48
|
|
|
10
|
|
||
Other—related party
|
4
|
|
|
1
|
|
||
Total revenues
|
2,261
|
|
|
2,242
|
|
||
|
|
|
|
||||
Operating costs and expenses
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization expense shown separately below)
|
1,204
|
|
|
1,178
|
|
||
Cost of sales—related party
|
10
|
|
|
—
|
|
||
Operating and maintenance expense
|
221
|
|
|
140
|
|
||
Development expense
|
1
|
|
|
1
|
|
||
Selling, general and administrative expense
|
73
|
|
|
67
|
|
||
Depreciation and amortization expense
|
144
|
|
|
109
|
|
||
Impairment expense and loss on disposal of assets
|
2
|
|
|
—
|
|
||
Total operating costs and expenses
|
1,655
|
|
|
1,495
|
|
||
|
|
|
|
||||
Income from operations
|
606
|
|
|
747
|
|
||
|
|
|
|
||||
Other income (expense)
|
|
|
|
||||
Interest expense, net of capitalized interest
|
(247
|
)
|
|
(216
|
)
|
||
Derivative gain (loss), net
|
(35
|
)
|
|
77
|
|
||
Other income
|
16
|
|
|
7
|
|
||
Total other expense
|
(266
|
)
|
|
(132
|
)
|
||
|
|
|
|
||||
Income before income taxes and non-controlling interest
|
340
|
|
|
615
|
|
||
Income tax provision
|
(3
|
)
|
|
(15
|
)
|
||
Net income
|
337
|
|
|
600
|
|
||
Less: net income attributable to non-controlling interest
|
196
|
|
|
243
|
|
||
Net income attributable to common stockholders
|
$
|
141
|
|
|
$
|
357
|
|
|
|
|
|
|
|
||
Net income per share attributable to common stockholders—basic
|
$
|
0.55
|
|
|
$
|
1.52
|
|
Net income per share attributable to common stockholders—diluted (1)
|
$
|
0.54
|
|
|
$
|
1.50
|
|
|
|
|
|
|
|
||
Weighted average number of common shares outstanding—basic
|
257.1
|
|
|
235.5
|
|
||
Weighted average number of common shares outstanding—diluted
|
258.5
|
|
|
238.0
|
|
|
|
|
|
|
(1)
|
Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented.
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
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, 2018
|
257.0
|
|
|
$
|
1
|
|
|
12.8
|
|
|
$
|
(406
|
)
|
|
$
|
4,035
|
|
|
$
|
(4,156
|
)
|
|
$
|
2,455
|
|
|
$
|
1,929
|
|
Vesting of restricted stock units
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Shares repurchased related to share-based compensation
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
(144
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
||||||
Balance at March 31, 2019
|
257.4
|
|
|
$
|
1
|
|
|
13.0
|
|
|
$
|
(418
|
)
|
|
$
|
4,063
|
|
|
$
|
(4,015
|
)
|
|
$
|
2,507
|
|
|
$
|
2,138
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
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, 2017
|
237.6
|
|
|
$
|
1
|
|
|
12.5
|
|
|
$
|
(386
|
)
|
|
$
|
3,248
|
|
|
$
|
(4,627
|
)
|
|
$
|
3,004
|
|
|
$
|
1,240
|
|
Vesting of restricted stock units
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Shares repurchased related to share-based compensation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|
243
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
(143
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
—
|
|
|
357
|
|
||||||
Balance at March 31, 2018
|
237.9
|
|
|
$
|
1
|
|
|
12.6
|
|
|
$
|
(392
|
)
|
|
$
|
3,264
|
|
|
$
|
(4,270
|
)
|
|
$
|
3,104
|
|
|
$
|
1,707
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
337
|
|
|
$
|
600
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
144
|
|
|
109
|
|
||
Share-based compensation expense
|
28
|
|
|
28
|
|
||
Non-cash interest expense
|
33
|
|
|
15
|
|
||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
18
|
|
|
17
|
|
||
Amortization of operating lease assets
|
79
|
|
|
—
|
|
||
Total gains on derivatives, net
|
(122
|
)
|
|
(31
|
)
|
||
Net cash provided by (used for) settlement of derivative instruments
|
16
|
|
|
(4
|
)
|
||
Impairment expense and loss on disposal of assets
|
2
|
|
|
—
|
|
||
Other
|
—
|
|
|
(10
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
98
|
|
|
(237
|
)
|
||
Accounts receivable—related party
|
1
|
|
|
—
|
|
||
Inventory
|
44
|
|
|
120
|
|
||
Accounts payable and accrued liabilities
|
(151
|
)
|
|
(156
|
)
|
||
Accrued liabilities—related party
|
5
|
|
|
—
|
|
||
Deferred revenue
|
(31
|
)
|
|
8
|
|
||
Operating lease liabilities
|
(85
|
)
|
|
—
|
|
||
Finance lease liabilities
|
1
|
|
|
—
|
|
||
Other, net
|
(5
|
)
|
|
10
|
|
||
Net cash provided by operating activities
|
412
|
|
|
469
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(625
|
)
|
|
(776
|
)
|
||
Investment in equity method investment
|
(24
|
)
|
|
—
|
|
||
Other
|
(2
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(651
|
)
|
|
(776
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of debt
|
692
|
|
|
266
|
|
||
Repayments of debt
|
(441
|
)
|
|
—
|
|
||
Debt issuance and deferred financing costs
|
—
|
|
|
(1
|
)
|
||
Distributions and dividends to non-controlling interest
|
(144
|
)
|
|
(143
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(12
|
)
|
|
(6
|
)
|
||
Other
|
(1
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
94
|
|
|
116
|
|
||
|
|
|
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
(145
|
)
|
|
(191
|
)
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
3,156
|
|
|
2,613
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
3,011
|
|
|
$
|
2,422
|
|
|
March 31,
|
||
|
2019
|
||
Cash and cash equivalents
|
$
|
1,093
|
|
Restricted cash
|
1,918
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
3,011
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Current restricted cash
|
|
|
|
|
||||
SPL Project
|
|
$
|
621
|
|
|
$
|
756
|
|
Cheniere Partners and cash held by guarantor subsidiaries
|
|
676
|
|
|
785
|
|
||
CCL Project
|
|
218
|
|
|
289
|
|
||
Cash held by our subsidiaries restricted to Cheniere
|
|
403
|
|
|
345
|
|
||
Total current restricted cash
|
|
$
|
1,918
|
|
|
$
|
2,175
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
|
|
|
||||
SPL
|
|
$
|
187
|
|
|
$
|
330
|
|
Cheniere Marketing
|
|
152
|
|
|
205
|
|
||
Other accounts receivable
|
|
51
|
|
|
46
|
|
||
Total accounts and other receivables
|
|
$
|
390
|
|
|
$
|
581
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Natural gas
|
|
$
|
10
|
|
|
$
|
30
|
|
LNG
|
|
67
|
|
|
24
|
|
||
LNG in-transit
|
|
81
|
|
|
173
|
|
||
Materials and other
|
|
121
|
|
|
89
|
|
||
Total inventory
|
|
$
|
279
|
|
|
$
|
316
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal and interconnecting pipeline facilities
|
|
$
|
23,626
|
|
|
$
|
13,386
|
|
LNG site and related costs
|
|
319
|
|
|
86
|
|
||
LNG terminal construction-in-process
|
|
5,239
|
|
|
14,864
|
|
||
Accumulated depreciation
|
|
(1,433
|
)
|
|
(1,299
|
)
|
||
Total LNG terminal costs, net
|
|
27,751
|
|
|
27,037
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
18
|
|
|
17
|
|
||
Furniture and fixtures
|
|
22
|
|
|
22
|
|
||
Computer software
|
|
101
|
|
|
100
|
|
||
Leasehold improvements
|
|
41
|
|
|
41
|
|
||
Land
|
|
59
|
|
|
59
|
|
||
Other
|
|
22
|
|
|
21
|
|
||
Accumulated depreciation
|
|
(119
|
)
|
|
(111
|
)
|
||
Total fixed assets and other, net
|
|
144
|
|
|
149
|
|
||
Assets under finance lease
|
|
|
|
|
||||
Tug vessels
|
|
60
|
|
|
60
|
|
||
Accumulated depreciation
|
|
(2
|
)
|
|
(1
|
)
|
||
Total assets under finance lease, net
|
|
58
|
|
|
59
|
|
||
Property, plant and equipment, net
|
|
$
|
27,953
|
|
|
$
|
27,245
|
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain credit facilities (“Interest Rate Derivatives”);
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project and the CCL Project (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (collectively, 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 both LNG Trading Derivatives and operations in countries outside of the United States (“FX Derivatives”).
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
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
|
||||||||||||||||
CCH Interest Rate Derivatives asset (liability)
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Liquefaction Supply Derivatives asset (liability)
|
1
|
|
|
3
|
|
|
31
|
|
|
35
|
|
|
6
|
|
|
(19
|
)
|
|
(29
|
)
|
|
(42
|
)
|
||||||||
LNG Trading Derivatives asset (liability)
|
(17
|
)
|
|
51
|
|
|
—
|
|
|
34
|
|
|
1
|
|
|
(25
|
)
|
|
—
|
|
|
(24
|
)
|
||||||||
FX Derivatives asset
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$31
|
|
Market approach incorporating present value techniques
|
|
Basis Spread
|
|
$(0.703) - $0.082
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
|
$
|
(29
|
)
|
|
$
|
43
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
||||
Included in cost of sales
|
|
12
|
|
|
(13
|
)
|
||
Purchases and settlements:
|
|
|
|
|
||||
Purchases
|
|
1
|
|
|
3
|
|
||
Settlements
|
|
47
|
|
|
(23
|
)
|
||
Balance, end of period
|
|
$
|
31
|
|
|
$
|
10
|
|
Change in unrealized gains (losses) relating to instruments still held at end of period
|
|
$
|
12
|
|
|
$
|
(13
|
)
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
CCH Interest Rate Derivatives
|
|
$29 million
|
|
$4.7 billion
|
|
May 20, 2015
|
|
May 31, 2022
|
|
2.30%
|
|
One-month LIBOR
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Consolidated Balance Sheet Location
|
|
|
|
|
||||
Derivative assets
|
|
$
|
4
|
|
|
$
|
10
|
|
Non-current derivative assets
|
|
—
|
|
|
8
|
|
||
Total derivative assets
|
|
4
|
|
|
18
|
|
||
|
|
|
|
|
||||
Non-current derivative liabilities
|
|
(23
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Derivative asset (liability), net
|
|
$
|
(19
|
)
|
|
$
|
18
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
CCH Interest Rate Derivatives gain (loss)
|
|
$
|
(35
|
)
|
|
$
|
69
|
|
CQP Interest Rate Derivatives gain
|
|
—
|
|
|
8
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives (2)
|
|
Total
|
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives (2)
|
|
Total
|
||||||||||||
Consolidated Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
21
|
|
|
$
|
58
|
|
|
$
|
79
|
|
|
$
|
13
|
|
|
$
|
24
|
|
|
$
|
37
|
|
Non-current derivative assets
|
42
|
|
|
—
|
|
|
42
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Total derivative assets
|
63
|
|
|
58
|
|
|
121
|
|
|
59
|
|
|
24
|
|
|
83
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
(12
|
)
|
|
(24
|
)
|
|
(36
|
)
|
|
(79
|
)
|
|
(48
|
)
|
|
(127
|
)
|
||||||
Non-current derivative liabilities
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Total derivative liabilities
|
(28
|
)
|
|
(24
|
)
|
|
(52
|
)
|
|
(101
|
)
|
|
(48
|
)
|
|
(149
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
$
|
35
|
|
|
$
|
34
|
|
|
$
|
69
|
|
|
$
|
(42
|
)
|
|
$
|
(24
|
)
|
|
$
|
(66
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notional amount, net (in TBtu) (3)
|
6,025
|
|
|
(10
|
)
|
|
|
|
5,832
|
|
|
12
|
|
|
|
|
(1)
|
Does not include collateral calls of $5 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of both March 31, 2019 and December 31, 2018.
|
(2)
|
Does not include collateral of $32 million and $9 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.
|
(3)
|
SPL had secured up to approximately 3,542 TBtu and 3,464 TBtu and CCL had secured up to approximately 2,805 TBtu and 2,801 TBtu of natural gas feedstock through natural gas supply contracts as of March 31, 2019 and December 31, 2018, respectively.
|
|
Consolidated Statements of Operations Location (1)
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
|||||
LNG Trading Derivatives gain
|
LNG revenues
|
|
$
|
64
|
|
|
$
|
7
|
|
Liquefaction Supply Derivatives gain (2)
|
LNG revenues
|
|
2
|
|
|
—
|
|
||
Liquefaction Supply Derivatives gain (loss) (2)
|
Cost of sales
|
|
82
|
|
|
(50
|
)
|
|
(1)
|
Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.
|
(2)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery, including $10 million that CCL recorded in cost of sales—related party under a natural gas supply contract with a related party during the three months ended March 31, 2019. Of this amount, $5 million was included in accrued liabilities—related party as of March 31, 2019.
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Consolidated Balance Sheet Location
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
FX Derivatives
|
Derivative assets
|
|
$
|
24
|
|
|
$
|
16
|
|
FX Derivatives
|
Derivative liabilities
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
Three Months Ended March 31,
|
||||||
|
Statement of Operations Location
|
|
2019
|
|
2018
|
||||
FX Derivatives gain (loss)
|
LNG revenues
|
|
$
|
9
|
|
|
$
|
(3
|
)
|
|
|
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, 2019
|
|
|
|
|
|
|
||||||
CCH Interest Rate Derivatives
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
CCH Interest Rate Derivatives
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||
Liquefaction Supply Derivatives
|
|
68
|
|
|
(5
|
)
|
|
63
|
|
|||
Liquefaction Supply Derivatives
|
|
(33
|
)
|
|
5
|
|
|
(28
|
)
|
|||
LNG Trading Derivatives
|
|
61
|
|
|
(3
|
)
|
|
58
|
|
|||
LNG Trading Derivatives
|
|
(25
|
)
|
|
1
|
|
|
(24
|
)
|
|||
FX Derivatives
|
|
34
|
|
|
(10
|
)
|
|
24
|
|
|||
FX Derivatives
|
|
(12
|
)
|
|
11
|
|
|
(1
|
)
|
|||
As of December 31, 2018
|
|
|
|
|
|
|
|
|||||
CCH Interest Rate Derivatives
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
$
|
18
|
|
Liquefaction Supply Derivatives
|
|
95
|
|
|
(36
|
)
|
|
59
|
|
|||
Liquefaction Supply Derivatives
|
|
(121
|
)
|
|
20
|
|
|
(101
|
)
|
|||
LNG Trading Derivatives
|
|
112
|
|
|
(88
|
)
|
|
24
|
|
|||
LNG Trading Derivatives
|
|
(92
|
)
|
|
44
|
|
|
(48
|
)
|
|||
FX Derivatives
|
|
30
|
|
|
(14
|
)
|
|
16
|
|
|||
FX Derivatives
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Advances made to municipalities for water system enhancements
|
|
$
|
90
|
|
|
$
|
90
|
|
Advances and other asset conveyances to third parties to support LNG terminals
|
|
54
|
|
|
54
|
|
||
Tax-related payments and receivables
|
|
21
|
|
|
21
|
|
||
Equity method investments
|
|
117
|
|
|
94
|
|
||
Advances made under EPC and non-EPC contracts
|
|
1
|
|
|
14
|
|
||
Other
|
|
34
|
|
|
32
|
|
||
Total other non-current assets, net
|
|
$
|
317
|
|
|
$
|
305
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Interest costs and related debt fees
|
|
$
|
285
|
|
|
$
|
233
|
|
Accrued natural gas purchases
|
|
406
|
|
|
610
|
|
||
LNG terminals and related pipeline costs
|
|
323
|
|
|
125
|
|
||
Compensation and benefits
|
|
39
|
|
|
117
|
|
||
Accrued LNG inventory
|
|
1
|
|
|
14
|
|
||
Other accrued liabilities
|
|
47
|
|
|
70
|
|
||
Total accrued liabilities
|
|
$
|
1,101
|
|
|
$
|
1,169
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Long-term debt:
|
|
|
|
|
||||
SPL
|
|
|
|
|
|
|||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”)
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”)
|
|
1,000
|
|
|
1,000
|
|
||
5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”)
|
|
2,000
|
|
|
2,000
|
|
||
5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”)
|
|
2,000
|
|
|
2,000
|
|
||
5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”)
|
|
1,350
|
|
|
1,350
|
|
||
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
|
|
800
|
|
|
800
|
|
||
Cheniere Partners
|
|
|
|
|
||||
5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”)
|
|
1,100
|
|
|
1,100
|
|
||
CQP Credit Facilities
|
|
—
|
|
|
—
|
|
||
CCH
|
|
|
|
|
||||
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”)
|
|
1,250
|
|
|
1,250
|
|
||
5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
CCH Credit Facility
|
|
5,647
|
|
|
5,156
|
|
||
CCH HoldCo II
|
|
|
|
|
||||
11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
|
|
1,495
|
|
|
1,455
|
|
||
Cheniere
|
|
|
|
|
||||
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)
|
|
1,218
|
|
|
1,218
|
|
||
4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”)
|
|
625
|
|
|
625
|
|
||
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)
|
|
—
|
|
|
—
|
|
||
Unamortized premium, discount and debt issuance costs, net
|
|
(759
|
)
|
|
(775
|
)
|
||
Total long-term debt, net
|
|
28,726
|
|
|
28,179
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
—
|
|
|
—
|
|
||
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)
|
|
—
|
|
|
168
|
|
||
Cheniere Marketing trade finance facilities
|
|
—
|
|
|
71
|
|
||
Total current debt
|
|
—
|
|
|
239
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
28,726
|
|
|
$
|
28,418
|
|
|
|
SPL Working Capital Facility
|
|
CQP Credit Facilities
|
|
CCH Credit Facility
|
|
CCH Working Capital Facility
|
|
Cheniere Revolving Credit Facility
|
||||||||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
2,800
|
|
|
$
|
8,404
|
|
|
$
|
350
|
|
|
$
|
750
|
|
Incremental commitments
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|
850
|
|
|
500
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outstanding balance
|
|
—
|
|
|
—
|
|
|
5,647
|
|
|
—
|
|
|
—
|
|
|||||
Commitments prepaid or terminated
|
|
—
|
|
|
2,685
|
|
|
3,832
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit issued
|
|
421
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|||||
Available commitment
|
|
$
|
779
|
|
|
$
|
115
|
|
|
$
|
491
|
|
|
$
|
879
|
|
|
$
|
1,250
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 2.25% or base rate plus 1.25%, with 0.50% step-up as of February 25, 2019
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%
|
|
LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%
|
||||||||||
Weighted average interest rate of outstanding balance
|
|
n/a
|
|
n/a
|
|
4.25%
|
|
n/a
|
|
n/a
|
||||||||||
Maturity date
|
|
December 31, 2020
|
|
February 25, 2020
|
|
June 30, 2024
|
|
June 29, 2023
|
|
December 23, 2022
|
|
|
2021 Cheniere Convertible Unsecured Notes
|
|
2025 CCH HoldCo II Convertible Senior Notes
|
|
2045 Cheniere Convertible Senior Notes
|
||||||
Aggregate original principal
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
625
|
|
Debt component, net of discount and debt issuance costs
|
|
$
|
1,135
|
|
|
$
|
1,474
|
|
|
$
|
310
|
|
Equity component
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
194
|
|
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
|
|
|
May 13, 2025
|
|
|
March 15, 2045
|
|
|||
Contractual interest rate
|
|
4.875
|
%
|
|
11.0
|
%
|
|
4.25
|
%
|
|||
Effective interest rate (8)
|
|
8.4
|
%
|
|
11.9
|
%
|
|
9.4
|
%
|
|||
Remaining debt discount and debt issuance costs amortization period (9)
|
|
2.2 years
|
|
|
1.5 years
|
|
|
26.0 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)
|
Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.
|
(9)
|
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 by holders into our common stock.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Interest cost on convertible notes:
|
|
|
|
||||
Interest per contractual rate
|
$
|
62
|
|
|
$
|
58
|
|
Amortization of debt discount
|
10
|
|
|
8
|
|
||
Amortization of debt issuance costs
|
3
|
|
|
2
|
|
||
Total interest cost related to convertible notes
|
75
|
|
|
68
|
|
||
Interest cost on debt and finance leases excluding convertible notes
|
373
|
|
|
336
|
|
||
Total interest cost
|
448
|
|
|
404
|
|
||
Capitalized interest
|
(201
|
)
|
|
(188
|
)
|
||
Total interest expense, net
|
$
|
247
|
|
|
$
|
216
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Senior notes (1)
|
|
$
|
19,476
|
|
|
$
|
21,016
|
|
|
$
|
19,466
|
|
|
$
|
19,901
|
|
2037 SPL Senior Notes (2)
|
|
791
|
|
|
858
|
|
|
791
|
|
|
817
|
|
||||
Credit facilities (3)
|
|
5,540
|
|
|
5,540
|
|
|
5,294
|
|
|
5,294
|
|
||||
2021 Cheniere Convertible Unsecured Notes (2)
|
|
1,135
|
|
|
1,291
|
|
|
1,126
|
|
|
1,236
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (2)
|
|
1,474
|
|
|
1,719
|
|
|
1,432
|
|
|
1,612
|
|
||||
2045 Cheniere Convertible Senior Notes (4)
|
|
310
|
|
|
485
|
|
|
310
|
|
|
431
|
|
|
(1)
|
Includes 2021 SPL Senior Notes, 2022 SPL Senior Notes, 2023 SPL Senior Notes, 2024 SPL Senior Notes, 2025 SPL Senior Notes, 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2025 CQP Senior Notes, 2026 CQP Senior Notes, 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.
|
(2)
|
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.
|
(3)
|
Includes SPL Working Capital Facility, CQP Credit Facilities, CCH Credit Facility, CCH Working Capital Facility, Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities. 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.
|
(4)
|
The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.
|
|
Consolidated Balance Sheet Location
|
|
March 31, 2019
|
||
Right-of-use assets—Operating
|
Operating lease assets, net
|
|
$
|
542
|
|
Right-of-use assets—Financing
|
Property, plant and equipment, net
|
|
58
|
|
|
Total right-of-use assets
|
|
|
$
|
600
|
|
|
|
|
|
||
Current operating lease liabilities
|
Current operating lease liabilities
|
|
$
|
325
|
|
Current finance lease liabilities
|
Other current liabilities
|
|
1
|
|
|
Non-current operating lease liabilities
|
Non-current operating lease liabilities
|
|
207
|
|
|
Non-current finance lease liabilities
|
Non-current finance lease liabilities
|
|
58
|
|
|
Total lease liabilities
|
|
|
$
|
591
|
|
|
Consolidated Statement of Operations Location
|
|
Three Months Ended March 31, 2019
|
||
Operating lease cost (1)
|
Operating costs and expenses (2)
|
|
$
|
137
|
|
Finance lease cost:
|
|
|
|
||
Amortization of right-of-use assets
|
Depreciation and amortization expense
|
|
1
|
|
|
Interest on lease liabilities
|
Interest expense, net of capitalized interest
|
|
2
|
|
|
Total lease cost
|
|
|
$
|
140
|
|
|
(1)
|
Includes $47 million of short-term lease costs and $5 million of variable lease costs incurred during the three months ended March 31, 2019.
|
(2)
|
Presented in cost of sales, operating and maintenance expense or selling, general and administrative expense consistent with the nature of the asset under lease.
|
Years Ending December 31,
|
Operating Leases (1)
|
|
Finance Leases
|
||||
2019
|
$
|
276
|
|
|
$
|
8
|
|
2020
|
138
|
|
|
10
|
|
||
2021
|
31
|
|
|
10
|
|
||
2022
|
18
|
|
|
10
|
|
||
2023
|
18
|
|
|
10
|
|
||
Thereafter
|
167
|
|
|
146
|
|
||
Total lease payments
|
648
|
|
|
194
|
|
||
Less: Interest
|
(116
|
)
|
|
(135
|
)
|
||
Present value of lease liabilities
|
$
|
532
|
|
|
$
|
59
|
|
|
(1)
|
Does not include $1.6 billion of legally binding minimum lease payments for vessel charters which were previously executed but will commence primarily between 2020 and 2021 and have lease terms of up to seven years.
|
Years Ending December 31,
|
Operating Leases (1)
|
|
Capital Leases (2)
|
||||
2019 (3)
|
$
|
380
|
|
|
$
|
5
|
|
2020
|
184
|
|
|
5
|
|
||
2021
|
238
|
|
|
5
|
|
||
2022
|
264
|
|
|
5
|
|
||
2023
|
264
|
|
|
5
|
|
||
Thereafter
|
999
|
|
|
73
|
|
||
Total lease payments
|
2,329
|
|
|
98
|
|
||
Less: Interest
|
—
|
|
|
(39
|
)
|
||
Present value of lease liabilities
|
$
|
2,329
|
|
|
$
|
59
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured and payments for certain non-lease components. Also includes $79 million in payments for short-term leases and $1.6 billion in payments for LNG vessel charters which were previously executed but will commence primarily between 2020 and 2021.
|
(2)
|
Does not include payments for non-lease components of $98 million.
|
(3)
|
Does not include $43 million in aggregate payments we will receive from our LNG vessel subcharters.
|
|
March 31, 2019
|
||
|
Operating Leases
|
|
Finance Leases
|
Weighted-average remaining lease term (in years)
|
6.8
|
|
19.5
|
Weighted-average discount rate (1)
|
5.4%
|
|
16.2%
|
|
(1)
|
The finance leases commenced prior to the adoption of ASC 842. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets.
|
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
90
|
|
Operating cash flows from finance leases
|
2
|
|
|
Financing cash flows from finance leases
|
—
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
64
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
LNG revenues
|
$
|
2,068
|
|
|
$
|
2,162
|
|
Regasification revenues
|
66
|
|
|
65
|
|
||
Other revenues
|
11
|
|
|
10
|
|
||
Other—related party
|
4
|
|
|
1
|
|
||
Total revenues from customers
|
2,149
|
|
|
2,238
|
|
||
Derivative gains and other revenues (1)
|
112
|
|
|
4
|
|
||
Total revenues
|
$
|
2,261
|
|
|
$
|
2,242
|
|
|
(1)
|
Includes $75 million and $4 million in net derivative gains for the three months ended March 31, 2019 and 2018, respectively, and $37 million in revenues from LNG vessel subcharters for the three months ended March 31, 2019. See Note 6—Derivative Instruments for additional information about our derivatives and Note 11—Leases for additional information about our subleases.
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Contract assets
|
|
$
|
5
|
|
|
$
|
—
|
|
|
Three Months Ended March 31, 2019
|
||
Deferred revenues, beginning of period
|
$
|
139
|
|
Cash received but not yet recognized
|
108
|
|
|
Revenue recognized from prior period deferral
|
(139
|
)
|
|
Deferred revenues, end of period
|
$
|
108
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
Unsatisfied Transaction Price (in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
|
Unsatisfied Transaction Price (in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
||||
LNG revenues
|
|
$
|
106.2
|
|
|
11
|
|
$
|
106.6
|
|
|
11
|
Regasification revenues
|
|
2.6
|
|
|
6
|
|
2.6
|
|
|
6
|
||
Total revenues
|
|
$
|
108.8
|
|
|
|
|
$
|
109.2
|
|
|
|
|
(1)
|
The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.
|
(1)
|
We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.
|
(2)
|
We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The table above excludes substantially all variable consideration under our SPAs and TUAs. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Approximately 58% and 56% of our LNG revenues from contracts with a duration of over one year during the three months ended March 31, 2019 and 2018, respectively, and approximately 3% of our regasification revenues during each of the three months ended March 31, 2019 and 2018 were related to variable consideration received from customers.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Share-based compensation costs, pre-tax:
|
|
|
|
||||
Equity awards
|
$
|
29
|
|
|
$
|
17
|
|
Liability awards
|
3
|
|
|
17
|
|
||
Total share-based compensation
|
32
|
|
|
34
|
|
||
Capitalized share-based compensation
|
(4
|
)
|
|
(6
|
)
|
||
Total share-based compensation expense
|
$
|
28
|
|
|
$
|
28
|
|
Tax benefit associated with share-based compensation expense
|
$
|
1
|
|
|
$
|
2
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
257.1
|
|
|
235.5
|
|
||
Dilutive unvested stock
|
|
1.4
|
|
|
2.5
|
|
||
Diluted
|
|
258.5
|
|
|
238.0
|
|
||
|
|
|
|
|
||||
Basic net income per share attributable to common stockholders
|
|
$
|
0.55
|
|
|
$
|
1.52
|
|
Diluted net income per share attributable to common stockholders
|
|
$
|
0.54
|
|
|
$
|
1.50
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Unvested stock (1)
|
|
2.4
|
|
|
2.0
|
|
Convertible notes (2)
|
|
17.7
|
|
|
17.1
|
|
Total potentially dilutive common shares
|
|
20.1
|
|
|
19.1
|
|
|
(1)
|
Does not include 0.6 million shares and 0.4 million shares for the three months ended March 31, 2019 and 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied as of March 31, 2019 and 2018, respectively.
|
(2)
|
Includes number of shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes. There were no shares included in the computation of diluted net income per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of March 31, 2019.
|
|
|
Percentage of Total Revenues from External Customers
|
|
Percentage of Accounts Receivable from External Customers
|
||||
|
|
Three Months Ended March 31,
|
|
March 31,
|
|
December 31,
|
||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Customer A
|
|
20%
|
|
17%
|
|
18%
|
|
21%
|
Customer B
|
|
12%
|
|
12%
|
|
11%
|
|
14%
|
Customer C
|
|
12%
|
|
24%
|
|
12%
|
|
18%
|
Customer D
|
|
14%
|
|
*
|
|
*
|
|
*
|
Customer E
|
|
*
|
|
—%
|
|
11%
|
|
—%
|
Customer F
|
|
*
|
|
*
|
|
*
|
|
10%
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash paid during the period for interest on debt and finance leases, net of amounts capitalized
|
|
$
|
108
|
|
|
$
|
282
|
|
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 or portions thereof, by certain dates, or at all;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
|
•
|
statements relating to the construction of our Trains and pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
|
•
|
statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, 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 and pipelines, including the financing of such Trains or pipelines;
|
•
|
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
|
•
|
statements regarding marketing of volumes expected to be made available to our integrated marketing function; and
|
•
|
any other statements that relate to non-historical 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 March 2019, we received a positive Environmental Assessment from FERC relating to Corpus Christi Stage 3.
|
•
|
In February 2019, Midship Pipeline, in which we hold an indirect equity interest, issued full notice to proceed to construct the Midship natural gas pipeline and related compression and interconnect facilities following receipt of final Notice to Proceed from the FERC and obtaining financing to construct the Midship Project.
|
•
|
As of April 30, 2019, over 650 cumulative LNG cargoes have been produced, loaded and exported from the SPL Project and the CCL Project, with deliveries to 32 countries and regions worldwide.
|
•
|
In February 2019 and March 2019, CCL and SPL achieved substantial completion of Train 1 of the CCL Project and Train 5 of the SPL Project, respectively, and commenced operating activities.
|
•
|
In March 2019, the date of first commercial delivery was reached under the 20-year SPA with BG Gulf Coast LNG, LLC relating to Train 4 of the SPL Project.
|
•
|
SPL through project debt and borrowings and operating cash flows;
|
•
|
Cheniere Partners through operating cash flows from SPLNG, SPL and CTPL and debt or equity offerings;
|
•
|
CCH Group through operating cash flows from CCL and CCP, project debt and borrowings and equity contributions from Cheniere; and
|
•
|
Cheniere through project financing, existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, services fees from our subsidiaries and distributions from our investment in Cheniere Partners.
|
|
March 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
1,093
|
|
|
$
|
981
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
SPL Project
|
621
|
|
|
756
|
|
||
Cheniere Partners and cash held by guarantor subsidiaries
|
676
|
|
|
785
|
|
||
CCL Project
|
218
|
|
|
289
|
|
||
Other
|
403
|
|
|
345
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
779
|
|
|
775
|
|
||
Cheniere Partners’ Credit Facilities (“CQP Credit Facilities”)
|
115
|
|
|
115
|
|
||
Amended and restated CCH Credit Facility (“CCH Credit Facility”)
|
491
|
|
|
982
|
|
||
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)
|
879
|
|
|
716
|
|
||
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)
|
1,250
|
|
|
1,250
|
|
•
|
Trains 1 through 4—FTA countries for a 30-year term, which commenced on May 15, 2016, and non-FTA countries for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16 mtpa (approximately 803 Bcf/yr of natural gas).
|
•
|
Trains 1 through 4—FTA countries for a 25-year term and non-FTA countries for a 20-year term in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—FTA countries and non-FTA countries for a 20-year term, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Senior notes (1)
|
|
$
|
16,250
|
|
|
$
|
16,250
|
|
Credit facilities outstanding balance (2)
|
|
—
|
|
|
—
|
|
||
Letters of credit issued (3)
|
|
421
|
|
|
425
|
|
||
Available commitments under credit facilities (3)
|
|
779
|
|
|
775
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
17,450
|
|
|
$
|
17,450
|
|
|
(1)
|
Includes SPL’s 5.625% Senior Secured Notes due 2021, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023, 5.75% Senior Secured Notes due 2024, 5.625% Senior Secured Notes due 2025, 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes”), 5.00% Senior Secured Notes due 2027 (the “2027 SPL Senior Notes”), 4.200% Senior Secured Notes due 2028 (the “2028 SPL Senior Notes”) and 5.00% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) (collectively, the “SPL Senior Notes”) and Cheniere Partners’ 2025 CQP Senior Notes and 2026 CQP Senior Notes.
|
(2)
|
Includes outstanding balances under the SPL Working Capital Facility and CQP Credit Facilities.
|
(3)
|
Consists of SPL Working Capital Facility. Does not include the letters of credit issued or available commitments under the CQP Credit Facilities, which are not specifically for the Sabine Pass LNG Terminal.
|
(4)
|
Does not include Cheniere’s additional borrowings from the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes, which may be used for the Sabine Pass LNG Terminal.
|
|
CCL Stage 1
|
|
CCL Stage 2
|
||
Overall project completion percentage
|
98.4%
|
|
51.6%
|
||
Completion percentage of:
|
|
|
|
|
|
Engineering
|
100%
|
|
91.3%
|
||
Procurement
|
100%
|
|
77.0%
|
||
Subcontract work
|
93.9%
|
|
10.5%
|
||
Construction
|
96.7%
|
|
19.3%
|
||
Expected date of substantial completion
|
Train 2
|
2H 2019
|
|
Train 3
|
2H 2021
|
•
|
CCL Project—FTA countries for a 25-year term and to non-FTA countries for a 20-year term up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas.
|
•
|
Corpus Christi Stage 3—FTA countries for a 20-year term in an amount equivalent to 514 Bcf/yr (approximately 10 mtpa) of natural gas (the “Stage 3 FTA”). The application for authorization to export that same 514 Bcf/yr of domestically produced LNG by vessel to non-FTA countries is currently pending before the DOE (the “Stage 3 Non-FTA”).
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Senior notes (1)
|
|
$
|
4,250
|
|
|
$
|
4,250
|
|
11.0% Convertible Senior Secured Notes due 2025 (2)
|
|
1,000
|
|
|
1,000
|
|
||
Credit facilities outstanding balance (3)
|
|
5,647
|
|
|
5,324
|
|
||
Letters of credit issued (3)
|
|
321
|
|
|
316
|
|
||
Available commitments under credit facilities (3)
|
|
1,370
|
|
|
1,698
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
12,588
|
|
|
$
|
12,588
|
|
|
(1)
|
Includes CCH’s 7.000% Senior Secured Notes due 2024 (the “2024 CCH Senior Notes”), 5.875% Senior Secured Notes due 2025 (the “2025 CCH Senior Notes”) and 5.125% Senior Secured Notes due 2027 (the “2027 CCH Senior Notes”) (collectively, the “CCH Senior Notes”).
|
(2)
|
Aggregate original principal amount before debt discount and debt issuance costs.
|
(3)
|
Includes CCH Credit Facility and CCH Working Capital Facility.
|
(4)
|
Does not include Cheniere’s additional borrowings from 2021 Cheniere Convertible Unsecured Notes, 2045 Cheniere Convertible Senior Notes and Cheniere Revolving Credit Facility, which may be used for the CCL Project.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating cash flows
|
$
|
412
|
|
|
$
|
469
|
|
Investing cash flows
|
(651
|
)
|
|
(776
|
)
|
||
Financing cash flows
|
94
|
|
|
116
|
|
||
|
|
|
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
(145
|
)
|
|
(191
|
)
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
3,156
|
|
|
2,613
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
3,011
|
|
|
$
|
2,422
|
|
•
|
$491 million of borrowings under the CCH Credit Facility;
|
•
|
$201 million of borrowings and $369 million in repayments under the CCH Working Capital Facility;
|
•
|
$72 million of net repayments related to our Cheniere Marketing trade financing facilities;
|
•
|
$144 million of distributions to non-controlling interest by Cheniere Partners; and
|
•
|
$12 million paid for tax withholdings for share-based compensation.
|
•
|
$266 million of borrowings under the CCH Credit Facility; and
|
•
|
$143 million of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”).
|
|
Three Months Ended March 31, 2019
|
||||
(in TBtu)
|
Operational
|
|
Commissioning
|
||
Volumes loaded during the current period
|
284
|
|
|
25
|
|
Volumes loaded during the prior period but recognized during the current period
|
25
|
|
|
3
|
|
Less: volumes loaded during the current period and in transit at the end of the period
|
(27
|
)
|
|
—
|
|
Total volumes recognized in the current period
|
282
|
|
|
28
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
LNG revenues
|
|
$
|
2,143
|
|
|
$
|
2,166
|
|
|
$
|
(23
|
)
|
Regasification revenues
|
|
66
|
|
|
65
|
|
|
1
|
|
|||
Other revenues
|
|
48
|
|
|
10
|
|
|
38
|
|
|||
Other—related party
|
|
4
|
|
|
1
|
|
|
3
|
|
|||
Total revenues
|
|
$
|
2,261
|
|
|
$
|
2,242
|
|
|
$
|
19
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
LNG revenues (in millions):
|
|
|
|
|
||||
LNG from SPL Project and CCL Project sold under third party long-term agreements (1)
|
|
$
|
1,517
|
|
|
$
|
993
|
|
LNG from SPL Project and CCL Project sold by our integrated marketing function under short-term agreements
|
|
339
|
|
|
1,021
|
|
||
LNG procured from third parties
|
|
153
|
|
|
110
|
|
||
Other revenues and derivative gains (losses)
|
|
134
|
|
|
42
|
|
||
Total LNG revenues
|
|
$
|
2,143
|
|
|
$
|
2,166
|
|
|
|
|
|
|
||||
Volumes sold as LNG revenues (in TBtu):
|
|
|
|
|
||||
LNG from SPL Project and CCL Project sold under third party long-term agreements (1)
|
|
236
|
|
|
165
|
|
||
LNG from SPL Project and CCL Project sold by our integrated marketing function under short-term agreements
|
|
46
|
|
|
108
|
|
||
LNG procured from third parties
|
|
18
|
|
|
11
|
|
||
Total volumes sold as LNG revenues
|
|
300
|
|
|
284
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Cost of sales
|
|
$
|
1,204
|
|
|
$
|
1,178
|
|
|
$
|
26
|
|
Cost of sales—related party
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Operating and maintenance expense
|
|
221
|
|
|
140
|
|
|
81
|
|
|||
Development expense
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Selling, general and administrative expense
|
|
73
|
|
|
67
|
|
|
6
|
|
|||
Depreciation and amortization expense
|
|
144
|
|
|
109
|
|
|
35
|
|
|||
Impairment expense and loss on disposal of assets
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Total operating costs and expenses
|
|
$
|
1,655
|
|
|
$
|
1,495
|
|
|
$
|
160
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Interest expense, net of capitalized interest
|
|
$
|
247
|
|
|
$
|
216
|
|
|
$
|
31
|
|
Derivative loss (gain), net
|
|
35
|
|
|
(77
|
)
|
|
112
|
|
|||
Other income
|
|
(16
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||
Total other expense
|
|
$
|
266
|
|
|
$
|
132
|
|
|
$
|
134
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Income before income taxes and non-controlling interest
|
|
$
|
340
|
|
|
$
|
615
|
|
|
$
|
(275
|
)
|
Income tax provision
|
|
(3
|
)
|
|
(15
|
)
|
|
12
|
|
|||
|
|
|
|
|
|
|
||||||
Effective tax rate
|
|
0.9
|
%
|
|
2.4
|
%
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net income attributable to non-controlling interest
|
|
$
|
196
|
|
|
$
|
243
|
|
|
$
|
(47
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
35
|
|
|
$
|
4
|
|
|
$
|
(42
|
)
|
|
$
|
6
|
|
LNG Trading Derivatives
|
34
|
|
|
14
|
|
|
(24
|
)
|
|
9
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
CCH Interest Rate Derivatives
|
$
|
(19
|
)
|
|
$
|
33
|
|
|
$
|
18
|
|
|
$
|
37
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
FX Derivatives
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
15
|
|
|
$
|
1
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
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, 2019
|
|
6,944
|
|
$62.12
|
|
—
|
|
—
|
February 1 - 28, 2019
|
|
178,512
|
|
$66.10
|
|
—
|
|
—
|
March 1 - 31, 2019
|
|
4,794
|
|
$64.95
|
|
—
|
|
—
|
|
(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 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
10.1*
|
|
|
10.2*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/ Michael J. Wortley
|
|
|
|
Michael J. Wortley
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(on behalf of the registrant and
as principal financial officer) |
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/ Leonard E. Travis
|
|
|
|
Leonard E. 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-00050
DATE OF CHANGE ORDER: December 19, 2018
|
•
|
LNG Tank C - System 024-01-C
|
1)
|
“Phase 1” means the time period beginning upon the date this Change Order is executed and ending on the date a Facility is turned over to Owner.
|
2)
|
“Phase 2” means the time period beginning the date a Facility is turned over to Owner and ending on the date of Substantial Completion of Subproject 1.
|
3)
|
During Phase 1:
|
a)
|
Contractor shall perform Work to complete the Facility in accordance with the Agreement so that the Facility is ready for full occupancy and use and, to the extent required, and shall obtain a Certificate of Occupancy for each Facility.
|
b)
|
Contractor shall perform preventive maintenance on the Facility and its systems according to the operating and maintenance manuals.
|
c)
|
On or before the date a Facility is to be turned over to Owner, Owner and Contractor shall jointly inspect the Facility to determine and record whether the Work for the Facility is completed, other than Punchlist items that may be completed after turnover to Owner (such Punchlist items that may be completed after turnover is hereinafter referred to as “Remaining Work”). The Parties shall agree on the Remaining Work needed to be completed or corrected as a result of such inspection. Contractor shall complete the Work on the Facility prior to the commencement of Phase 2 other than the agreed upon Remaining Work.
|
d)
|
On or before the date a Facility is to be turned over to Owner, Contractor shall complete the Work for the Facility other than the Remaining Work and deliver to Owner the keys to the Facility as required. Upon such turnover, Owner shall maintain access control and security to and inside the Facility. Upon such turn over, Owner shall immediately take care, custody and control of the Facility.
|
4)
|
During Phase 2:
|
a)
|
Owner shall have the right to occupy and use the Facility.
|
b)
|
Owner shall provide Contractor with reasonable access to complete all Remaining Work so long as such access does not materially interfere with Owner’s use of the Facility. Such Remaining Work shall be conducted under Owner’s Permit to Work system.
|
c)
|
Owner will transport its personnel to the Facility.
|
d)
|
Owner will perform preventive maintenance on the Facility.
|
e)
|
Contractor shall continue to provide utilities (temporary and permanent) to the Facility as required.
|
5)
|
Upon commencement of Phase 2, Owner shall bear the full risk of physical loss and damage to the Facility; provided, however, notwithstanding the foregoing, Contractor shall remain fully responsible and liable to Owner for its Warranty and Corrective Work obligations under the Agreement.
|
6)
|
The Defect Correction Period for a Facility shall commence upon turnover at Phase 2 and end eighteen (18) months thereafter, as may be extended pursuant to Section 12.3 of the Agreement Owner shall provide Contractor with access to the turned-over Facility sufficient to perform any Corrective Work and subject to any reasonable security or safety requirements of Owner.
|
7)
|
Contractor shall maintain in full force and effect all coverage under Attachment O of the Agreement. Contractor’s builder’s
|
8)
|
Owner shall manage Environmental, Safety & Health incidents involving Owner’s work within a Facility, with Contractor’s reasonable assistance as needed on a cost reimbursable basis.
|
9)
|
The Parties selection of item [A] on page 4 of this Change Order, which states this Change Order shall constitute full and final settlement and accord of all effects of the change reflected in this Change Order upon the Changed Criteria shall be deemed to compensate Contractor fully for such change, but shall not prejudice Contractor’s right to a Change Order in accordance with Section 6.2A.2 and 8.2C arising from Owner’s occupation or use of the Facilities.
|
The original Contract Price was.........................................................................................................................
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00049).................................................................
|
$
|
704,435,107
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
7,785,265,107
|
|
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...........................................................................
|
$
|
7,785,265,107
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00049).................................................................
|
$
|
[***]
|
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 (0001-00049).................................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price prior to this Change Order was.............................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................
|
$
|
[***]
|
The new Aggregate Labor and Skills Price including this Change Order will be.............................................
|
$
|
[***]
|
The original Aggregate Provisional Sum was....................................................................................................
|
$
|
950,561,351
|
|
Net change by previously authorized Change Orders (0001-00049).................................................................
|
$
|
(812,283,979
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
138,277,372
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of...........................
|
$
|
—
|
|
The new Aggregate Provisional Sum including this Change Order will be......................................................
|
$
|
138,277,372
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
January 17, 2019
|
|
December 19, 2018
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Corpus Christi Stage 2 Liquefaction Facility
OWNER: Corpus Christi Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 12, 2017
|
CHANGE ORDER NUMBER: CO-00010
DATE OF CHANGE ORDER: January 25, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree Contractor will be compensated for the following costs associated with the OSHA Regulations (10 CFR 1910), July 2016 revision, for Stage 2 (Train 3 and OSBL works associated with Tank B and the East Jetty Topsides):
|
1)
|
Modification of stairway handrails (1910.29.f.1) from not less than 30” to not less than 42” measured from the leading edge of the stair tread to the top surface of the top guardrail.
|
2)
|
Stair Treads and Riser (OSHA 1910.25.c) being required to have a maximum tread run of 9 ½” (was 8”).
|
3)
|
Addition of a ladder fall arrest system (1910.28.b.9).
|
2.
|
The cost breakdown for this Change Order is detailed in Exhibit 1 of this Change Order.
|
3.
|
Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the Milestones listed in Exhibit 2 of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (0001-00009).................................................................
|
$
|
(3,703,631
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,356,296,369
|
|
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...........................................................................
|
$
|
2,358,711,180
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00009).................................................................
|
$
|
[***]
|
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 (0001-00009).................................................................
|
$
|
[***]
|
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....................................................................................................
|
$
|
295,549,906
|
|
Net change by previously authorized Change Orders (0001-00009).................................................................
|
$
|
(18,272,757
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
277,277,149
|
|
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......................................................
|
$
|
277,277,149
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
February 6, 2019
|
|
January 24, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Corpus Christi Stage 2 Liquefaction Facility
OWNER: Corpus Christi Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 12, 2017
|
CHANGE ORDER NUMBER: CO-00011
DATE OF CHANGE ORDER: March 07, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree Contractor will be compensated for the following costs associated with the encountered subsurface soil conditions in Train 3 area that differ from the Basic Engineering Design Data (“BEDD”).
|
A.
|
Remediation work included removal of weak subgrade material, installing geotextile, and backfill with structural fill compacted per the project specification.
|
B.
|
This Change Order captures the cost impact associated with the remediation work and additional testing specific to the following areas impacted in Train 3: A01, A02, B01, C01, C02, D01, E01, F01, G01, G02, H01, J01, K01, L01, M01, N01, N02, P01, Q01, and R01. The Site Works scope is not complete for other areas. Should differing subsurface soil conditions be encountered in other areas, such conditions will be addressed in a future Change Order in accordance with the terms of the EPC Agreement.
|
2.
|
The cost breakdown for this Change Order is detailed in Exhibit 1 and Exhibit 3 of this Change Order.
|
3.
|
The plot plan showing the impacted areas in Train 3 is provided in Exhibit 4 of this Change Order.
|
4.
|
The plot plan showing potential future impacted areas is provided in Exhibit 5 of this Change Order. These areas (exclusive of the impacted areas shown in Exhibit 4 of this Change Order), including miscellaneous foundations and trenches within ISBL, OSBL East Jetty and LNG Tank B, are not covered by this Change Order.
|
5.
|
Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the Milestones listed in Exhibit 2 of this Change Order.
|
6.
|
In addition to the adjustments associated with the above changes, four (4) milestone payment descriptions in Schedule C-1 of Attachment C of the Agreement are revised to remove reference to ‘Subcontractor’, as shown below. These milestones payment description revisions do not modify the overall total amounts of Attachment C of the Agreement.
|
A.
|
Milestone No. ALS 16.2, is hereby revised from “Equipment Insulation Subcontractor Starts Work for Subproject 3” to “Equipment Insulation Work Starts for Subproject 3”.
|
B.
|
Milestone No. ALS 36.4, is hereby revised from “Equipment Insulation Subcontractor Finishes Work for Subproject 3” to “Equipment Insulation Work Finishes for Subproject 3”.
|
C.
|
Milestone No. ALS 17.2, is hereby revised from “Fire & Gas Subcontractor Starts Work for Subproject 3” to “Fire & Gas Work Starts for Subproject 3”.
|
D.
|
Milestone No. ALS 36.1, is hereby revised from “Fire & Gas Subcontractor Finishes Work for Subproject 3” to “Fire & Gas Work Finishes for Subproject to 3”.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (0001-00010).................................................................
|
$
|
(1,288,820
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,358,711,180
|
|
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...........................................................................
|
$
|
2,366,016,379
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00010).................................................................
|
$
|
[***]
|
The Aggregate Equipment Price prior to this Change Order was......................................................................
|
$
|
[***]
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................
|
$
|
[***]
|
The new Aggregate Equipment Price including this Change Order will be .....................................................
|
$
|
[***]
|
The original Aggregate Labor and Skills Price was..........................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00010).................................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price prior to this Change Order was.............................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................
|
$
|
[***]
|
The new Aggregate Labor and Skills Price including this Change Order will..................................................
|
$
|
[***]
|
The original Aggregate Provisional Sum was....................................................................................................
|
$
|
295,549,906
|
|
Net change by previously authorized Change Orders (0001-00010).................................................................
|
$
|
(18,272,757
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
277,277,149
|
|
The Aggregate Provisional Sum will be unchanged by this Change Order in the amount of...........................
|
$
|
—
|
|
The new Aggregate Provisional Sum including this Change Order will be......................................................
|
$
|
277,277,149
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
March 25, 2019
|
|
March 7, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Corpus Christi Stage 2 Liquefaction Facility
OWNER: Corpus Christi Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 12, 2017
|
CHANGE ORDER NUMBER: CO-00012
DATE OF CHANGE ORDER: March 25, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree to removal of the Tank B Logo and Slogan from Contractor’s Scope of Work.
|
2.
|
The cost summary and breakdown for this Change Order is detailed in Exhibit 1 and Exhibit 3 of this Change Order.
|
3.
|
Schedules C-1 and C-3 (Milestone Payment Schedules) of Attachment C of the Agreement will be amended by including the Milestones listed in Exhibit 2 of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (0001-00011).................................................................
|
$
|
6,016,379
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,366,016,379
|
|
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...........................................................................
|
$
|
2,365,830,288
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00011).................................................................
|
$
|
[***]
|
The Aggregate Equipment Price prior to this Change Order was......................................................................
|
$
|
[***]
|
The Aggregate Equipment Price will be changed by this Change Order in the amount of...............................
|
$
|
[***]
|
The new Aggregate Equipment Price including this Change Order will be .....................................................
|
$
|
[***]
|
The original Aggregate Labor and Skills Price was..........................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00011).................................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price prior to this Change Order was.............................................................
|
$
|
[***]
|
The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of......................
|
$
|
[***]
|
The new Aggregate Labor and Skills Price including this Change Order will be.............................................
|
$
|
[***]
|
The original Aggregate Provisional Sum was....................................................................................................
|
$
|
295,549,906
|
|
Net change by previously authorized Change Orders (0001-00011).................................................................
|
$
|
(18,272,757
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
277,277,149
|
|
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......................................................
|
$
|
277,277,149
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
April 2, 2019
|
|
March 26, 2019
|
Date of Signing
|
|
Date of Signing
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cheniere Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
Chief Executive Officer of |
Cheniere Energy, Inc.
|
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;
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c)
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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;
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Michael J. Wortley
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Michael J. Wortley
Chief Financial Officer of |
Cheniere Energy, Inc.
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jack A. Fusco
|
Jack A. Fusco
Chief Executive Officer of |
Cheniere Energy, Inc.
|
(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.
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/s/ Michael J. Wortley
|
Michael J. Wortley
Chief Financial Officer of |
Cheniere Energy, Inc.
|