|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
95-4352386
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, $ 0.003 par value
|
LNG
|
NYSE American
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
September 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,539
|
|
|
$
|
981
|
|
Restricted cash
|
578
|
|
|
2,175
|
|
||
Accounts and other receivables
|
507
|
|
|
585
|
|
||
Inventory
|
288
|
|
|
316
|
|
||
Derivative assets
|
140
|
|
|
63
|
|
||
Other current assets
|
133
|
|
|
114
|
|
||
Total current assets
|
4,185
|
|
|
4,234
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
29,490
|
|
|
27,245
|
|
||
Operating lease assets, net
|
493
|
|
|
—
|
|
||
Debt issuance costs, net
|
50
|
|
|
72
|
|
||
Non-current derivative assets
|
123
|
|
|
54
|
|
||
Goodwill
|
77
|
|
|
77
|
|
||
Other non-current assets, net
|
287
|
|
|
305
|
|
||
Total assets
|
$
|
34,705
|
|
|
$
|
31,987
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
50
|
|
|
$
|
58
|
|
Accrued liabilities
|
1,199
|
|
|
1,169
|
|
||
Current debt
|
11
|
|
|
239
|
|
||
Deferred revenue
|
171
|
|
|
139
|
|
||
Current operating lease liabilities
|
275
|
|
|
—
|
|
||
Derivative liabilities
|
181
|
|
|
128
|
|
||
Other current liabilities
|
5
|
|
|
9
|
|
||
Total current liabilities
|
1,892
|
|
|
1,742
|
|
||
|
|
|
|
||||
Long-term debt, net
|
30,795
|
|
|
28,179
|
|
||
Non-current operating lease liabilities
|
203
|
|
|
—
|
|
||
Non-current finance lease liabilities
|
58
|
|
|
57
|
|
||
Non-current derivative liabilities
|
245
|
|
|
22
|
|
||
Other non-current liabilities
|
26
|
|
|
58
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 17)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.003 par value, 480.0 million shares authorized
|
|
|
|
|
|||
Issued: 270.6 million shares at September 30, 2019 and 269.8 million shares at December 31, 2018
|
|
|
|
|
|
||
Outstanding: 255.0 million shares at September 30, 2019 and 257.0 million shares at December 31, 2018
|
1
|
|
|
1
|
|
||
Treasury stock: 15.6 million shares and 12.8 million shares at September 30, 2019 and December 31, 2018, respectively, at cost
|
(584
|
)
|
|
(406
|
)
|
||
Additional paid-in-capital
|
4,130
|
|
|
4,035
|
|
||
Accumulated deficit
|
(4,447
|
)
|
|
(4,156
|
)
|
||
Total stockholders’ deficit
|
(900
|
)
|
|
(526
|
)
|
||
Non-controlling interest
|
2,386
|
|
|
2,455
|
|
||
Total equity
|
1,486
|
|
|
1,929
|
|
||
Total liabilities and equity
|
$
|
34,705
|
|
|
$
|
31,987
|
|
|
(1)
|
Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2019, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $19.0 billion and $18.6 billion, respectively, including $1.7 billion of cash and cash equivalents and $0.2 billion of restricted cash.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
LNG revenues
|
$
|
2,059
|
|
|
$
|
1,719
|
|
|
$
|
6,375
|
|
|
$
|
5,327
|
|
Regasification revenues
|
66
|
|
|
66
|
|
|
199
|
|
|
196
|
|
||||
Other revenues
|
45
|
|
|
34
|
|
|
149
|
|
|
81
|
|
||||
Total revenues
|
2,170
|
|
|
1,819
|
|
|
6,723
|
|
|
5,604
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales (excluding depreciation and amortization expense shown separately below)
|
1,267
|
|
|
1,027
|
|
|
3,758
|
|
|
3,078
|
|
||||
Operating and maintenance expense
|
308
|
|
|
170
|
|
|
824
|
|
|
457
|
|
||||
Development expense
|
2
|
|
|
2
|
|
|
6
|
|
|
6
|
|
||||
Selling, general and administrative expense
|
72
|
|
|
74
|
|
|
222
|
|
|
214
|
|
||||
Depreciation and amortization expense
|
213
|
|
|
113
|
|
|
561
|
|
|
333
|
|
||||
Impairment expense and loss on disposal of assets
|
1
|
|
|
8
|
|
|
7
|
|
|
8
|
|
||||
Total operating costs and expenses
|
1,863
|
|
|
1,394
|
|
|
5,378
|
|
|
4,096
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
307
|
|
|
425
|
|
|
1,345
|
|
|
1,508
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of capitalized interest
|
(395
|
)
|
|
(221
|
)
|
|
(1,014
|
)
|
|
(653
|
)
|
||||
Loss on modification or extinguishment of debt
|
(27
|
)
|
|
(12
|
)
|
|
(27
|
)
|
|
(27
|
)
|
||||
Derivative gain (loss), net
|
(78
|
)
|
|
23
|
|
|
(187
|
)
|
|
132
|
|
||||
Other income (expense)
|
(70
|
)
|
|
15
|
|
|
(38
|
)
|
|
32
|
|
||||
Total other expense
|
(570
|
)
|
|
(195
|
)
|
|
(1,266
|
)
|
|
(516
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes and non-controlling interest
|
(263
|
)
|
|
230
|
|
|
79
|
|
|
992
|
|
||||
Income tax benefit (provision)
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Net income (loss)
|
(260
|
)
|
|
227
|
|
|
79
|
|
|
977
|
|
||||
Less: net income attributable to non-controlling interest
|
58
|
|
|
162
|
|
|
370
|
|
|
573
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(318
|
)
|
|
$
|
65
|
|
|
$
|
(291
|
)
|
|
$
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to common stockholders—basic (1)
|
$
|
(1.25
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.13
|
)
|
|
$
|
1.67
|
|
Net income (loss) per share attributable to common stockholders—diluted (1)
|
$
|
(1.25
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.13
|
)
|
|
$
|
1.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding—basic
|
256.0
|
|
|
247.2
|
|
|
256.8
|
|
|
241.9
|
|
||||
Weighted average number of common shares outstanding—diluted
|
256.0
|
|
|
250.2
|
|
|
256.8
|
|
|
244.6
|
|
|
Three and Nine Months Ended September 30, 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 withheld from employees related to share-based compensation, at cost
|
(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
|
|
||||||
Vesting of restricted stock units
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Shares withheld from employees related to share-based compensation, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Shares repurchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
116
|
|
||||||
Equity portion of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(146
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
||||||
Balance at June 30, 2019
|
257.5
|
|
|
1
|
|
|
13.0
|
|
|
(423
|
)
|
|
4,097
|
|
|
(4,129
|
)
|
|
2,477
|
|
|
2,023
|
|
||||||
Vesting of restricted stock units
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Shares withheld from employees related to share-based compensation, at cost
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Shares repurchased, at cost
|
(2.5
|
)
|
|
—
|
|
|
2.5
|
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
58
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
(149
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(318
|
)
|
|
—
|
|
|
(318
|
)
|
||||||
Balance at September 30, 2019
|
255.0
|
|
|
$
|
1
|
|
|
15.6
|
|
|
$
|
(584
|
)
|
|
$
|
4,130
|
|
|
$
|
(4,447
|
)
|
|
$
|
2,386
|
|
|
$
|
1,486
|
|
Three and Nine Months Ended September 30, 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 withheld from employees related to share-based compensation, at cost
|
—
|
|
|
—
|
|
|
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
|
|
||||||
Issuance of stock to acquire additional interest in Cheniere Holdings
|
10.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
(376
|
)
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Shares withheld from employees related to share-based compensation, at cost
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||
Equity portion of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
(145
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Balance at June 30, 2018
|
248.1
|
|
|
1
|
|
|
12.6
|
|
|
(394
|
)
|
|
3,664
|
|
|
(4,288
|
)
|
|
2,751
|
|
|
1,734
|
|
||||||
Vesting of restricted stock units
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of stock to acquire additional interest in Cheniere Holdings
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
(326
|
)
|
|
(8
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Shares withheld from employees related to share-based compensation, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
||||||
Equity portion of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
(147
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||||
Balance at September 30, 2018
|
257.1
|
|
|
$
|
1
|
|
|
12.6
|
|
|
$
|
(396
|
)
|
|
$
|
4,009
|
|
|
$
|
(4,223
|
)
|
|
$
|
2,440
|
|
|
$
|
1,831
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
79
|
|
|
$
|
977
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
561
|
|
|
333
|
|
||
Share-based compensation expense
|
94
|
|
|
89
|
|
||
Non-cash interest expense
|
122
|
|
|
52
|
|
||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
71
|
|
|
53
|
|
||
Non-cash operating lease costs
|
251
|
|
|
—
|
|
||
Loss on modification or extinguishment of debt
|
27
|
|
|
27
|
|
||
Total losses on derivatives, net
|
22
|
|
|
17
|
|
||
Net cash provided by (used for) settlement of derivative instruments
|
108
|
|
|
(54
|
)
|
||
Impairment expense and loss on disposal of assets
|
7
|
|
|
8
|
|
||
Loss on equity method investments
|
88
|
|
|
—
|
|
||
Other
|
(2
|
)
|
|
(5
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
(5
|
)
|
|
114
|
|
||
Inventory
|
35
|
|
|
(56
|
)
|
||
Other current assets
|
(45
|
)
|
|
(35
|
)
|
||
Accounts payable and accrued liabilities
|
(82
|
)
|
|
(23
|
)
|
||
Deferred revenue
|
33
|
|
|
8
|
|
||
Operating lease liabilities
|
(263
|
)
|
|
—
|
|
||
Finance lease liabilities
|
1
|
|
|
—
|
|
||
Other, net
|
(10
|
)
|
|
(1
|
)
|
||
Net cash provided by operating activities
|
1,092
|
|
|
1,504
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(2,587
|
)
|
|
(2,712
|
)
|
||
Investment in equity method investment
|
(70
|
)
|
|
(25
|
)
|
||
Other
|
(1
|
)
|
|
15
|
|
||
Net cash used in investing activities
|
(2,658
|
)
|
|
(2,722
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of debt
|
4,420
|
|
|
3,443
|
|
||
Repayments of debt
|
(2,237
|
)
|
|
(1,385
|
)
|
||
Debt issuance and deferred financing costs
|
(38
|
)
|
|
(53
|
)
|
||
Debt extinguishment costs
|
(4
|
)
|
|
(16
|
)
|
||
Distributions and dividends to non-controlling interest
|
(439
|
)
|
|
(435
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(19
|
)
|
|
(10
|
)
|
||
Repurchase of common stock
|
(159
|
)
|
|
—
|
|
||
Other
|
3
|
|
|
(7
|
)
|
||
Net cash provided by financing activities
|
1,527
|
|
|
1,537
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(39
|
)
|
|
319
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
3,156
|
|
|
2,613
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
3,117
|
|
|
$
|
2,932
|
|
|
September 30, 2019
|
||
Cash and cash equivalents
|
$
|
2,539
|
|
Restricted cash
|
578
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
3,117
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Current restricted cash
|
|
|
|
|
||||
SPL Project
|
|
$
|
185
|
|
|
$
|
756
|
|
Cheniere Partners and cash held by guarantor subsidiaries
|
|
—
|
|
|
785
|
|
||
CCL Project
|
|
132
|
|
|
289
|
|
||
Cash held by our subsidiaries restricted to Cheniere
|
|
261
|
|
|
345
|
|
||
Total current restricted cash
|
|
$
|
578
|
|
|
$
|
2,175
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
|
|
|
||||
SPL and CCL
|
|
$
|
285
|
|
|
$
|
330
|
|
Cheniere Marketing
|
|
173
|
|
|
205
|
|
||
Other accounts receivable
|
|
49
|
|
|
50
|
|
||
Total accounts and other receivables
|
|
$
|
507
|
|
|
$
|
585
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Natural gas
|
|
$
|
20
|
|
|
$
|
30
|
|
LNG
|
|
51
|
|
|
24
|
|
||
LNG in-transit
|
|
83
|
|
|
173
|
|
||
Materials and other
|
|
134
|
|
|
89
|
|
||
Total inventory
|
|
$
|
288
|
|
|
$
|
316
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal and interconnecting pipeline facilities
|
|
$
|
27,224
|
|
|
$
|
13,386
|
|
LNG site and related costs
|
|
322
|
|
|
86
|
|
||
LNG terminal construction-in-process
|
|
3,576
|
|
|
14,864
|
|
||
Accumulated depreciation
|
|
(1,827
|
)
|
|
(1,299
|
)
|
||
Total LNG terminal costs, net
|
|
29,295
|
|
|
27,037
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
23
|
|
|
17
|
|
||
Furniture and fixtures
|
|
22
|
|
|
22
|
|
||
Computer software
|
|
106
|
|
|
100
|
|
||
Leasehold improvements
|
|
42
|
|
|
41
|
|
||
Land
|
|
59
|
|
|
59
|
|
||
Other
|
|
20
|
|
|
21
|
|
||
Accumulated depreciation
|
|
(134
|
)
|
|
(111
|
)
|
||
Total fixed assets and other, net
|
|
138
|
|
|
149
|
|
||
Assets under finance lease
|
|
|
|
|
||||
Tug vessels
|
|
60
|
|
|
60
|
|
||
Accumulated depreciation
|
|
(3
|
)
|
|
(1
|
)
|
||
Total assets under finance lease, net
|
|
57
|
|
|
59
|
|
||
Property, plant and equipment, net
|
|
$
|
29,490
|
|
|
$
|
27,245
|
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under CCH’s credit facilities (“CCH Interest Rate Derivatives”) and to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives”);
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project, CCL Project and potential future development of Corpus Christi Stage 3 (“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
|
||||||||||||||||||||||||||||||
|
September 30, 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)
|
$
|
—
|
|
|
$
|
(104
|
)
|
|
$
|
—
|
|
|
$
|
(104
|
)
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
CCH Interest Rate Forward Start Derivatives liability
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
(11
|
)
|
|
(10
|
)
|
|
(31
|
)
|
|
(52
|
)
|
|
6
|
|
|
(19
|
)
|
|
(29
|
)
|
|
(42
|
)
|
||||||||
LNG Trading Derivatives asset (liability)
|
(8
|
)
|
|
32
|
|
|
—
|
|
|
24
|
|
|
1
|
|
|
(25
|
)
|
|
—
|
|
|
(24
|
)
|
||||||||
FX Derivatives asset
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
|
Net Fair Value Liability
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$(31)
|
|
Market approach incorporating present value techniques
|
|
Henry Hub basis spread
|
|
$(0.708) - $0.056
|
|
|
|
|
Option pricing model
|
|
International LNG pricing spread, relative to Henry Hub (1)
|
|
105% - 199%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Balance, beginning of period
|
|
$
|
89
|
|
|
$
|
12
|
|
|
$
|
(29
|
)
|
|
$
|
43
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of sales
|
|
(137
|
)
|
|
5
|
|
|
(139
|
)
|
|
(4
|
)
|
||||
Purchases and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Purchases
|
|
17
|
|
|
9
|
|
|
93
|
|
|
14
|
|
||||
Settlements
|
|
—
|
|
|
1
|
|
|
44
|
|
|
(27
|
)
|
||||
Transfers out of Level 3 (1)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
|
$
|
(31
|
)
|
|
$
|
26
|
|
|
$
|
(31
|
)
|
|
$
|
26
|
|
Change in unrealized gains (losses) relating to instruments still held at end of period
|
|
$
|
(137
|
)
|
|
$
|
5
|
|
|
$
|
(139
|
)
|
|
$
|
(4
|
)
|
|
|
|
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
|
CCH Interest Rate Forward Start Derivatives
|
|
$1.5 billion
|
|
$1.5 billion
|
|
June 30, 2020
|
|
December 31, 2030
|
|
2.08%
|
|
Three-month LIBOR
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
CCH Interest Rate Derivatives
|
|
CCH Interest Rate Forward Start Derivatives
|
|
Total
|
|
CCH Interest Rate Derivatives
|
|
CCH Interest Rate Forward Start Derivatives
|
|
Total
|
||||||||||||
Consolidated Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Non-current derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Total derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
(30
|
)
|
|
(46
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-current derivative liabilities
|
(74
|
)
|
|
(22
|
)
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivative liabilities
|
(104
|
)
|
|
(68
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative asset (liability), net
|
$
|
(104
|
)
|
|
$
|
(68
|
)
|
|
$
|
(172
|
)
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
CCH Interest Rate Derivatives gain (loss)
|
|
$
|
(17
|
)
|
|
$
|
21
|
|
|
$
|
(119
|
)
|
|
$
|
119
|
|
CCH Interest Rate Forward Start Derivatives loss
|
|
(61
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
||||
CQP Interest Rate Derivatives gain
|
|
—
|
|
|
2
|
|
|
—
|
|
|
13
|
|
|
September 30, 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
|
$
|
27
|
|
|
$
|
78
|
|
|
$
|
105
|
|
|
$
|
13
|
|
|
$
|
24
|
|
|
$
|
37
|
|
Non-current derivative assets
|
120
|
|
|
1
|
|
|
121
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Total derivative assets
|
147
|
|
|
79
|
|
|
226
|
|
|
59
|
|
|
24
|
|
|
83
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
(52
|
)
|
|
(53
|
)
|
|
(105
|
)
|
|
(79
|
)
|
|
(48
|
)
|
|
(127
|
)
|
||||||
Non-current derivative liabilities
|
(147
|
)
|
|
(2
|
)
|
|
(149
|
)
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Total derivative liabilities
|
(199
|
)
|
|
(55
|
)
|
|
(254
|
)
|
|
(101
|
)
|
|
(48
|
)
|
|
(149
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
$
|
(52
|
)
|
|
$
|
24
|
|
|
$
|
(28
|
)
|
|
$
|
(42
|
)
|
|
$
|
(24
|
)
|
|
$
|
(66
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notional amount, net (in TBtu) (3)
|
9,455
|
|
|
25
|
|
|
|
|
5,832
|
|
|
12
|
|
|
|
|
(1)
|
Does not include collateral calls of $20 million and $5 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively. Includes derivative assets of $0.1 million and $2 million and non-current assets of $1 million and $3 million as of September 30, 2019 and December 31, 2018, respectively, for a natural gas supply contract CCL has with a related party.
|
(2)
|
Does not include collateral of $20 million and $9 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively.
|
(3)
|
SPL had secured up to approximately 4,108 TBtu and 3,464 TBtu as of September 30, 2019 and December 31, 2018, respectively. CCL had secured up to approximately 3,065 TBtu and 2,801 TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2019 and December 31, 2018, respectively, of which 122 TBtu and 55 TBtu, respectively, were for a natural gas supply contract CCL has with a related party. CCL Stage III had secured up to approximately 2,361 TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2019.
|
|
Consolidated Statements of Operations Location (1)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
LNG Trading Derivatives gain (loss)
|
LNG revenues
|
|
$
|
22
|
|
|
$
|
(58
|
)
|
|
$
|
180
|
|
|
$
|
(128
|
)
|
LNG Trading Derivatives loss
|
Cost of sales
|
|
(17
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
||||
Liquefaction Supply Derivatives gain (2)
|
LNG revenues
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Liquefaction Supply Derivatives gain (loss) (2)(3)
|
Cost of sales
|
|
(139
|
)
|
|
21
|
|
|
—
|
|
|
(32
|
)
|
|
(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.
|
(3)
|
Includes $23 million and $59 million that CCL recorded in cost of sales under a natural gas supply contract with a related party during the three and nine months ended September 30, 2019, respectively. Of this amount, $1 million was included in accrued liabilities as of September 30, 2019. CCL did not have any transactions during the three and nine months ended September 30, 2018 under this contract.
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Consolidated Balance Sheet Location
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
FX Derivatives
|
Derivative assets
|
|
$
|
35
|
|
|
$
|
16
|
|
FX Derivatives
|
Non-current derivative assets
|
|
2
|
|
|
—
|
|
||
FX Derivatives
|
Derivative liabilities
|
|
—
|
|
|
(1
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Consolidated Statements of Operations Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
FX Derivatives gain
|
LNG revenues
|
|
$
|
43
|
|
|
$
|
1
|
|
|
$
|
52
|
|
|
$
|
11
|
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
Offsetting Derivative Assets (Liabilities)
|
|
|
|
|||||||||
As of September 30, 2019
|
|
|
|
|
|
|
||||||
CCH Interest Rate Derivatives
|
|
$
|
(104
|
)
|
|
$
|
—
|
|
|
$
|
(104
|
)
|
CCH Interest Rate Forward Start Derivatives
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|||
Liquefaction Supply Derivatives
|
|
175
|
|
|
(28
|
)
|
|
147
|
|
|||
Liquefaction Supply Derivatives
|
|
(208
|
)
|
|
9
|
|
|
(199
|
)
|
|||
LNG Trading Derivatives
|
|
84
|
|
|
(5
|
)
|
|
79
|
|
|||
LNG Trading Derivatives
|
|
(56
|
)
|
|
1
|
|
|
(55
|
)
|
|||
FX Derivatives
|
|
45
|
|
|
(8
|
)
|
|
37
|
|
|||
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
|
)
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Advances made to municipalities for water system enhancements
|
|
$
|
88
|
|
|
$
|
90
|
|
Advances and other asset conveyances to third parties to support LNG terminals
|
|
54
|
|
|
54
|
|
||
Tax-related payments and receivables
|
|
20
|
|
|
21
|
|
||
Equity method investments
|
|
73
|
|
|
94
|
|
||
Advances made under EPC and non-EPC contracts
|
|
5
|
|
|
14
|
|
||
Other
|
|
47
|
|
|
32
|
|
||
Total other non-current assets, net
|
|
$
|
287
|
|
|
$
|
305
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Interest costs and related debt fees
|
|
$
|
318
|
|
|
$
|
233
|
|
Accrued natural gas purchases
|
|
385
|
|
|
610
|
|
||
LNG terminals and related pipeline costs
|
|
329
|
|
|
125
|
|
||
Compensation and benefits
|
|
83
|
|
|
117
|
|
||
Accrued LNG inventory
|
|
3
|
|
|
14
|
|
||
Other accrued liabilities
|
|
81
|
|
|
70
|
|
||
Total accrued liabilities
|
|
$
|
1,199
|
|
|
$
|
1,169
|
|
|
|
September 30,
|
|
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
|
|
||
4.500% Senior Notes due 2029 (“2029 CQP Senior Notes”)
|
|
1,500
|
|
|
—
|
|
||
2016 CQP Credit Facilities
|
|
—
|
|
|
—
|
|
||
CQP Credit Facilities executed in 2019 (“2019 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
|
|
||
4.80% Senior Secured Notes due 2039 (“4.80% CCH Senior Notes”)
|
|
727
|
|
|
—
|
|
||
CCH Credit Facility
|
|
5,341
|
|
|
5,156
|
|
||
CCH HoldCo II
|
|
|
|
|
||||
11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
|
|
1,578
|
|
|
1,455
|
|
||
Cheniere
|
|
|
|
|
||||
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)
|
|
1,247
|
|
|
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
|
|
(723
|
)
|
|
(775
|
)
|
||
Total long-term debt, net
|
|
30,795
|
|
|
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
|
|
11
|
|
|
71
|
|
||
Total current debt
|
|
11
|
|
|
239
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
30,806
|
|
|
$
|
28,418
|
|
|
|
SPL Working Capital Facility (1)
|
|
2019 CQP Credit Facilities
|
|
CCH Credit Facility
|
|
CCH Working Capital Facility
|
|
Cheniere Revolving Credit Facility
|
||||||||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
1,500
|
|
|
$
|
8,404
|
|
|
$
|
350
|
|
|
$
|
750
|
|
Incremental commitments
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|
850
|
|
|
500
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outstanding balance
|
|
—
|
|
|
—
|
|
|
5,341
|
|
|
—
|
|
|
—
|
|
|||||
Commitments prepaid or terminated
|
|
—
|
|
|
750
|
|
|
4,629
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit issued
|
|
414
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
876
|
|
|||||
Available commitment
|
|
$
|
786
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
374
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate on available balance
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%
|
|
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
|
|
3.79%
|
|
n/a
|
|
n/a
|
||||||||||
Maturity date
|
|
December 31, 2020
|
|
May 29, 2024
|
|
June 30, 2024
|
|
June 29, 2023
|
|
December 23, 2022
|
|
(1)
|
The SPL Working Capital Facility was amended in May 2019 in connection with commercialization and financing of Train 6 of the SPL Project. All terms of the SPL Working Capital Facility substantially remained unchanged.
|
|
|
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
|
|
$
|
1,181
|
|
|
$
|
1,564
|
|
|
$
|
312
|
|
Equity component
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
194
|
|
Interest payment method
|
|
Paid-in-kind
|
|
|
Paid-in-kind / cash (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
|
%
|
|
12.0
|
%
|
|
9.4
|
%
|
|||
Remaining debt discount and debt issuance costs amortization period (9)
|
|
1.7 years
|
|
|
1.0 years
|
|
|
25.5 years
|
|
|
(1)
|
Prior to the substantial completion of Train 2 of the CCL Project, interest was paid entirely in kind. Following substantial completion, 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 March 1, 2020, 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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest cost on convertible notes:
|
|
|
|
|
|
|
|
|
||||||||
Interest per contractual rate
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
191
|
|
|
$
|
176
|
|
Amortization of debt discount
|
|
10
|
|
|
9
|
|
|
29
|
|
|
25
|
|
||||
Amortization of debt issuance costs
|
|
3
|
|
|
3
|
|
|
9
|
|
|
7
|
|
||||
Total interest cost related to convertible notes
|
|
78
|
|
|
72
|
|
|
229
|
|
|
208
|
|
||||
Interest cost on debt and finance leases excluding convertible notes
|
|
390
|
|
|
354
|
|
|
1,145
|
|
|
1,034
|
|
||||
Total interest cost
|
|
468
|
|
|
426
|
|
|
1,374
|
|
|
1,242
|
|
||||
Capitalized interest
|
|
(73
|
)
|
|
(205
|
)
|
|
(360
|
)
|
|
(589
|
)
|
||||
Total interest expense, net
|
|
$
|
395
|
|
|
$
|
221
|
|
|
$
|
1,014
|
|
|
$
|
653
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Senior notes (1)
|
|
$
|
20,978
|
|
|
$
|
23,091
|
|
|
$
|
19,466
|
|
|
$
|
19,901
|
|
2037 SPL Senior Notes (2)
|
|
791
|
|
|
909
|
|
|
791
|
|
|
817
|
|
||||
4.80% CCH Senior Notes (2)
|
|
720
|
|
|
768
|
|
|
—
|
|
|
—
|
|
||||
Credit facilities (3)
|
|
5,260
|
|
|
5,260
|
|
|
5,294
|
|
|
5,294
|
|
||||
2021 Cheniere Convertible Unsecured Notes (2)
|
|
1,181
|
|
|
1,291
|
|
|
1,126
|
|
|
1,236
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (2)
|
|
1,564
|
|
|
1,792
|
|
|
1,432
|
|
|
1,612
|
|
||||
2045 Cheniere Convertible Senior Notes (4)
|
|
312
|
|
|
483
|
|
|
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, 2029 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, 2016 CQP Credit Facilities, 2019 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
|
|
September 30, 2019
|
||
Right-of-use assets—Operating
|
Operating lease assets, net
|
|
$
|
493
|
|
Right-of-use assets—Financing
|
Property, plant and equipment, net
|
|
57
|
|
|
Total right-of-use assets
|
|
|
$
|
550
|
|
|
|
|
|
||
Current operating lease liabilities
|
Current operating lease liabilities
|
|
$
|
275
|
|
Current finance lease liabilities
|
Other current liabilities
|
|
2
|
|
|
Non-current operating lease liabilities
|
Non-current operating lease liabilities
|
|
203
|
|
|
Non-current finance lease liabilities
|
Non-current finance lease liabilities
|
|
58
|
|
|
Total lease liabilities
|
|
|
$
|
538
|
|
|
Consolidated Statement of Operations Location
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Operating lease cost (1)
|
Operating costs and expenses (2)
|
|
$
|
163
|
|
|
$
|
440
|
|
Finance lease cost:
|
|
|
|
|
|
||||
Amortization of right-of-use assets
|
Depreciation and amortization expense
|
|
1
|
|
|
3
|
|
||
Interest on lease liabilities
|
Interest expense, net of capitalized interest
|
|
2
|
|
|
7
|
|
||
Total lease cost
|
|
|
$
|
166
|
|
|
$
|
450
|
|
|
(1)
|
Includes $57 million and $150 million of short-term lease costs and $8 million and $21 million of variable lease costs incurred during the three and nine months ended September 30, 2019, respectively.
|
(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
|
$
|
113
|
|
|
$
|
5
|
|
2020
|
218
|
|
|
10
|
|
||
2021
|
51
|
|
|
10
|
|
||
2022
|
19
|
|
|
10
|
|
||
2023
|
19
|
|
|
10
|
|
||
Thereafter
|
166
|
|
|
146
|
|
||
Total lease payments
|
586
|
|
|
191
|
|
||
Less: Interest
|
(106
|
)
|
|
(129
|
)
|
||
Present value of lease liabilities
|
$
|
480
|
|
|
$
|
62
|
|
|
(1)
|
Does not include $1.6 billion of legally binding minimum lease payments for vessel charters which were executed as of September 30, 2019 but will commence primarily between 2020 and 2021 and have fixed minimum 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.
|
|
September 30, 2019
|
||
|
Operating Leases
|
|
Finance Leases
|
Weighted-average remaining lease term (in years)
|
7.1
|
|
18.9
|
Weighted-average discount rate (1)
|
5.3%
|
|
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.
|
|
Nine Months Ended September 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
280
|
|
Operating cash flows from finance leases
|
6
|
|
|
Financing cash flows from finance leases
|
—
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
189
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
LNG revenues
|
|
$
|
1,995
|
|
|
$
|
1,776
|
|
|
$
|
6,142
|
|
|
$
|
5,444
|
|
Regasification revenues
|
|
66
|
|
|
66
|
|
|
199
|
|
|
196
|
|
||||
Other revenues
|
|
17
|
|
|
(10
|
)
|
|
53
|
|
|
37
|
|
||||
Total revenues from customers
|
|
2,078
|
|
|
1,832
|
|
|
6,394
|
|
|
5,677
|
|
||||
Net derivative gains (losses) (1)
|
|
64
|
|
|
(57
|
)
|
|
233
|
|
|
(117
|
)
|
||||
Other (2)
|
|
28
|
|
|
44
|
|
|
96
|
|
|
44
|
|
||||
Total revenues
|
|
$
|
2,170
|
|
|
$
|
1,819
|
|
|
$
|
6,723
|
|
|
$
|
5,604
|
|
|
(1)
|
(2)
|
Includes revenues from LNG vessel subcharters. See Note 11—Leases for additional information about our subleases.
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Contract assets
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
Nine Months Ended September 30, 2019
|
||
Deferred revenues, beginning of period
|
|
$
|
139
|
|
Cash received but not yet recognized
|
|
171
|
|
|
Revenue recognized from prior period deferral
|
|
(139
|
)
|
|
Deferred revenues, end of period
|
|
$
|
171
|
|
|
|
September 30, 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
|
|
$
|
107.5
|
|
|
11
|
|
$
|
106.6
|
|
|
11
|
Regasification revenues
|
|
2.4
|
|
|
5
|
|
2.6
|
|
|
6
|
||
Total revenues
|
|
$
|
109.9
|
|
|
|
|
$
|
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 47% and 55% of our LNG revenues from contracts with a duration of over one year during the three months ended September 30, 2019 and 2018, respectively, and approximately 52% and 55% of our LNG revenues from contracts with a duration of over
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Share-based compensation costs, pre-tax:
|
|
|
|
|
|
|
|
|
||||||||
Equity awards
|
|
$
|
33
|
|
|
$
|
25
|
|
|
$
|
94
|
|
|
$
|
64
|
|
Liability awards
|
|
2
|
|
|
13
|
|
|
7
|
|
|
45
|
|
||||
Total share-based compensation
|
|
35
|
|
|
38
|
|
|
101
|
|
|
109
|
|
||||
Capitalized share-based compensation
|
|
(2
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(20
|
)
|
||||
Total share-based compensation expense
|
|
$
|
33
|
|
|
$
|
31
|
|
|
$
|
94
|
|
|
$
|
89
|
|
Tax benefit associated with share-based compensation expense
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
256.0
|
|
|
247.2
|
|
|
256.8
|
|
|
241.9
|
|
||||
Dilutive unvested stock
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
2.7
|
|
||||
Diluted
|
|
256.0
|
|
|
250.2
|
|
|
256.8
|
|
|
244.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share attributable to common stockholders
|
|
$
|
(1.25
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.13
|
)
|
|
$
|
1.67
|
|
Diluted net income (loss) per share attributable to common stockholders
|
|
$
|
(1.25
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.13
|
)
|
|
$
|
1.65
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Unvested stock (1)
|
|
3.9
|
|
|
2.0
|
|
|
3.9
|
|
|
2.3
|
|
Convertible notes (2)
|
|
42.2
|
|
|
17.3
|
|
|
42.2
|
|
|
17.1
|
|
Total potentially dilutive common shares
|
|
46.1
|
|
|
19.3
|
|
|
46.1
|
|
|
19.4
|
|
|
(1)
|
Does not include 0.6 million shares for each of the three and nine months ended September 30, 2019 and 0.4 million shares for each of the three and nine months ended September 30, 2018 of unvested stock because the performance conditions had not yet been satisfied as of September 30, 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 for all periods presented and the 2025 CCH HoldCo II Convertible Senior Notes upon the substantial completion of Train 2 of the CCL Project during the three months ended September 30, 2019.
|
|
|
Percentage of Total Revenues from External Customers
|
|
Percentage of Accounts Receivable from External Customers
|
||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Customer A
|
|
14%
|
|
17%
|
|
17%
|
|
18%
|
|
11%
|
|
21%
|
Customer B
|
|
10%
|
|
15%
|
|
11%
|
|
15%
|
|
*
|
|
14%
|
Customer C
|
|
13%
|
|
15%
|
|
12%
|
|
20%
|
|
*
|
|
18%
|
Customer D
|
|
10%
|
|
18%
|
|
12%
|
|
13%
|
|
11%
|
|
*
|
Customer E
|
|
*
|
|
*
|
|
*
|
|
*
|
|
11%
|
|
*
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash paid during the period for interest on debt, net of amounts capitalized
|
|
$
|
771
|
|
|
$
|
552
|
|
Cash paid for income taxes
|
|
22
|
|
|
10
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Acquisition of non-controlling interest in Cheniere Holdings
|
|
—
|
|
|
702
|
|
||
Acquisition of assets under capital lease
|
|
—
|
|
|
30
|
|
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 September 2019, our wholly owned subsidiaries CCL and CCL Stage III entered into an integrated production marketing (“IPM”) transaction with EOG Resources, Inc. (“EOG”) to purchase 140,000 MMBtu per day of natural gas, for a term of approximately 15 years beginning in early 2020, at a price based on the Platts Japan Korea Marker (“JKM”).
|
•
|
In June 2019, our board of directors (the “Board”) appointed Michele A. Evans to serve as a member of the Board. Ms. Evans was also appointed to the Audit Committee and the Governance and Nominating Committee of the Board.
|
•
|
In May 2019, our wholly owned subsidiary CCL Stage III entered into an IPM transaction with Apache Corporation to purchase 140,000 MMBtu per day of natural gas, for a term of approximately 15 years, at a price based on international LNG indices, net of a fixed liquefaction fee and certain costs incurred by Cheniere.
|
•
|
In May 2019, the board of directors of the general partner of Cheniere Partners made a positive FID with respect to Train 6 of the SPL Project and issued a full notice to proceed with construction to Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) in June 2019.
|
•
|
In March 2019, we received a positive Environmental Assessment from the FERC relating to Corpus Christi Stage 3 and anticipate receiving all remaining necessary regulatory approvals for the project by the end of 2019.
|
•
|
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 October 25, 2019, over 850 cumulative LNG cargoes totaling approximately 60 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
|
•
|
In August 2019, substantial completion of Train 2 of the CCL Project was achieved.
|
•
|
In June 2019, first LNG production from Train 2 of the CCL Project occurred, and the first commissioning cargo from Train 2 was exported.
|
•
|
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 October 2019, CCH issued an aggregate principal amount of $475 million of 3.925% Senior Secured Notes due 2039 pursuant to a note purchase agreement with certain accounts managed by BlackRock Real Assets and certain accounts
|
•
|
In September 2019, CCH issued an aggregate principal amount of $727 million of 4.80% Senior Secured Notes due 2039 (the “4.80% CCH Senior Notes”) pursuant to a note purchase agreement originally entered into in June 2019 (“CCH Note Purchase Agreement”) with Allianz Global Investors GmbH, to prepay a portion of the outstanding indebtedness under the CCH Credit Facility.
|
•
|
In September 2019, Fitch Ratings (“Fitch”) and S&P Global Ratings each assigned an investment grade rating of BBB- to CCH’s senior secured debt, and Fitch assigned an investment grade issuer default rating of BBB- to CCH. In October 2019, Moody’s Investors Service upgraded its rating of CCH’s senior secured debt from Ba2 to Ba1 (Positive Outlook).
|
•
|
In September 2019, Cheniere Partners issued an aggregate principal amount of $1.5 billion of 4.500% Senior Notes due 2029 (the “2029 CQP Senior Notes”) to prepay the outstanding balance under the $750 million term loan under Cheniere Partners’ credit facilities (the “2019 CQP Credit Facilities”), which were entered into in May 2019, and for general corporate purposes, including funding future capital expenditures in connection with the construction of Train 6 at the SPL Project. After applying the proceeds of this offering, only a $750 million revolving credit facility, which is currently undrawn, remains as part of the 2019 CQP Credit Facilities.
|
•
|
In September 2019, the date of first commercial delivery was reached under the 20-year SPAs with Centrica plc and Total Gas & Power North America, Inc. (“Total”) relating to Train 5 of the SPL Project.
|
•
|
In June 2019, we announced a capital allocation framework which prioritizes investments in the growth of our liquefaction platform, improvement of consolidated leverage metrics, and a return of excess capital to shareholders under a three-year, $1.0 billion share repurchase program. We commenced share repurchase activity in the second quarter of 2019 and commenced prepayment of outstanding debt in the third quarter of 2019.
|
•
|
In June 2019, the date of first commercial delivery was reached under the 20-year SPAs with Endesa S.A. and PT Pertamina (Persero) relating to Train 1 of the CCL Project.
|
•
|
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, operating cash flows and equity contributions from Cheniere Partners;
|
•
|
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.
|
|
September 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents (1)
|
$
|
2,539
|
|
|
$
|
981
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
SPL Project
|
185
|
|
|
756
|
|
||
Cheniere Partners and cash held by guarantor subsidiaries
|
—
|
|
|
785
|
|
||
CCL Project
|
132
|
|
|
289
|
|
||
Other
|
261
|
|
|
345
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
786
|
|
|
775
|
|
||
2019 CQP Credit Facilities
|
750
|
|
|
—
|
|
||
$2.8 billion Cheniere Partners’ Credit Facilities (“2016 CQP Credit Facilities”)
|
—
|
|
|
115
|
|
||
CCH Credit Facility
|
—
|
|
|
982
|
|
||
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)
|
617
|
|
|
716
|
|
||
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)
|
374
|
|
|
1,250
|
|
|
(1)
|
Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners as discussed in Note 8— Non-controlling Interest and Variable Interest Entity of our Notes to Consolidated Financial Statements in this quarterly report. As of September 30, 2019 and December 31, 2018, assets of Cheniere Partners, which are included in our Consolidated Balance Sheets, included $1.7 billion and zero, respectively, of cash and cash equivalents.
|
|
|
SPL Train 6
|
|
Overall project completion percentage
|
|
38.1%
|
|
Completion percentage of:
|
|
|
|
Engineering
|
|
83.8%
|
|
Procurement
|
|
54.1%
|
|
Subcontract work
|
|
34.3%
|
|
Construction
|
|
5.5%
|
|
Date of expected substantial completion
|
|
1H 2023
|
•
|
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).
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Senior notes (1)
|
|
$
|
17,750
|
|
|
$
|
16,250
|
|
Credit facilities outstanding balance (2)
|
|
—
|
|
|
—
|
|
||
Letters of credit issued (3)
|
|
414
|
|
|
425
|
|
||
Available commitments under credit facilities (3)
|
|
1,536
|
|
|
775
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
19,700
|
|
|
$
|
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 CQP Senior Notes.
|
(2)
|
Includes outstanding balances under the SPL Working Capital Facility and 2019 CQP Credit Facilities, inclusive of any portion of the 2019 CQP Credit Facilities that may be used for general corporate purposes.
|
(3)
|
Consists of SPL Working Capital Facility and 2019 CQP Credit Facilities. Balance at December 31, 2018 did not include the letters of credit issued or available commitments under the terminated 2016 CQP Credit Facilities, which were 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 2
|
|
Overall project completion percentage
|
|
68.6%
|
|
Completion percentage of:
|
|
|
|
Engineering
|
|
96.5%
|
|
Procurement
|
|
98.2%
|
|
Subcontract work
|
|
17.2%
|
|
Construction
|
|
37.1%
|
|
Expected date of substantial completion
|
|
Train 3
|
1H 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”).
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Senior notes (1)
|
|
$
|
4,977
|
|
|
$
|
4,250
|
|
11.0% Convertible Senior Secured Notes due 2025 (2)
|
|
1,000
|
|
|
1,000
|
|
||
Credit facilities outstanding balance (3)
|
|
5,341
|
|
|
5,324
|
|
||
Letters of credit issued (3)
|
|
583
|
|
|
316
|
|
||
Available commitments under credit facilities (3)
|
|
617
|
|
|
1,698
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
12,518
|
|
|
$
|
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”), 5.125% Senior Secured Notes due 2027 (the “2027 CCH Senior Notes”) and 4.80% Senior Secured Notes due 2039 (the “4.80% 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.
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating cash flows
|
$
|
1,092
|
|
|
$
|
1,504
|
|
Investing cash flows
|
(2,658
|
)
|
|
(2,722
|
)
|
||
Financing cash flows
|
1,527
|
|
|
1,537
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(39
|
)
|
|
319
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
3,156
|
|
|
2,613
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
3,117
|
|
|
$
|
2,932
|
|
•
|
issuance of an aggregate principal amount of $1.5 billion of the 2029 CQP Senior Notes, which was used to prepay the outstanding balance of the term loan under the 2019 CQP Credit Facilities;
|
•
|
$982 million of borrowings and $797 million of repayments under the CCH Credit Facility;
|
•
|
$730 million of borrowings and repayments under the 2019 CQP Credit Facilities;
|
•
|
issuance of an aggregate principal of $727 million of the 4.80% CCH Senior Notes, which was used to prepay a portion of the outstanding balance of the CCH Credit Facility;
|
•
|
$481 million of borrowings and $649 million in repayments under the CCH Working Capital Facility;
|
•
|
$439 million of distributions to non-controlling interest by Cheniere Partners;
|
•
|
$159 million paid to repurchase our common stock under the share repurchase program;
|
•
|
$61 million of net repayments related to our Cheniere Marketing trade financing facilities;
|
•
|
$38 million of debt issuance costs primarily related to up-front fees paid upon the closing of the 2019 CQP Credit Facilities, 2029 CQP Senior Notes and the 4.80% CCH Senior Notes; and
|
•
|
$19 million paid for tax withholdings for share-based compensation.
|
•
|
issuance of an aggregate principal amount of $1.1 billion of the 2026 CQP Senior Notes, which was used to prepay $1.1 billion of the outstanding borrowings under the 2016 CQP Credit Facilities;
|
•
|
$2.3 billion of borrowings and $281 million in repayments under the CCH Credit Facility;
|
•
|
$14 million of borrowings and $14 million in repayments under the CCH Working Capital Facility;
|
•
|
$66 million of net borrowings related to our Cheniere Marketing trade financing facilities;
|
•
|
$53 million of debt issuance costs related to up-front fees paid for the amendment and restatement of the CCH Credit Facility and the CCH Working Capital Facility and upon the issuance of the 2026 CQP Senior Notes;
|
•
|
$16 million in debt extinguishment costs related to the prepayments of the 2016 CQP Credit Facilities and the CCH Credit Facility;
|
•
|
$435 million of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings;
|
•
|
$10 million paid for tax withholdings for share-based compensation; and
|
•
|
$7 million of transaction costs to acquire additional interests in Cheniere Holdings.
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||||||
(in TBtu)
|
Operational
|
|
Commissioning
|
|
Operational
|
|
Commissioning
|
||||
Volumes loaded during the current period
|
364
|
|
|
20
|
|
|
1,009
|
|
|
48
|
|
Volumes loaded during the prior period but recognized during the current period
|
36
|
|
|
3
|
|
|
25
|
|
|
3
|
|
Less: volumes loaded during the current period and in transit at the end of the period
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
Total volumes recognized in the current period
|
364
|
|
|
23
|
|
|
998
|
|
|
51
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
LNG revenues
|
$
|
2,059
|
|
|
$
|
1,719
|
|
|
$
|
340
|
|
|
$
|
6,375
|
|
|
$
|
5,327
|
|
|
$
|
1,048
|
|
Regasification revenues
|
66
|
|
|
66
|
|
|
—
|
|
|
199
|
|
|
196
|
|
|
3
|
|
||||||
Other revenues
|
45
|
|
|
34
|
|
|
11
|
|
|
149
|
|
|
81
|
|
|
68
|
|
||||||
Total revenues
|
$
|
2,170
|
|
|
$
|
1,819
|
|
|
$
|
351
|
|
|
$
|
6,723
|
|
|
$
|
5,604
|
|
|
$
|
1,119
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
LNG revenues (in millions):
|
|
|
|
|
|
|
|
||||||||
LNG from the Liquefaction Projects sold under third party long-term agreements (1)
|
$
|
1,496
|
|
|
$
|
1,182
|
|
|
$
|
4,406
|
|
|
$
|
3,293
|
|
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements
|
398
|
|
|
316
|
|
|
1,303
|
|
|
1,619
|
|
||||
LNG procured from third parties
|
31
|
|
|
208
|
|
|
215
|
|
|
394
|
|
||||
Other revenues and derivative gains (losses)
|
134
|
|
|
13
|
|
|
451
|
|
|
21
|
|
||||
Total LNG revenues
|
$
|
2,059
|
|
|
$
|
1,719
|
|
|
$
|
6,375
|
|
|
$
|
5,327
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes sold as LNG revenues (in TBtu):
|
|
|
|
|
|
|
|
||||||||
LNG from the Liquefaction Projects sold under third party long-term agreements (1)
|
276
|
|
|
196
|
|
|
753
|
|
|
550
|
|
||||
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements
|
88
|
|
|
32
|
|
|
245
|
|
|
181
|
|
||||
LNG procured from third parties
|
8
|
|
|
23
|
|
|
31
|
|
|
44
|
|
||||
Total volumes sold as LNG revenues
|
372
|
|
|
251
|
|
|
1,029
|
|
|
775
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Cost of sales
|
$
|
1,267
|
|
|
$
|
1,027
|
|
|
$
|
240
|
|
|
$
|
3,758
|
|
|
$
|
3,078
|
|
|
$
|
680
|
|
Operating and maintenance expense
|
308
|
|
|
170
|
|
|
138
|
|
|
824
|
|
|
457
|
|
|
367
|
|
||||||
Development expense
|
2
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
||||||
Selling, general and administrative expense
|
72
|
|
|
74
|
|
|
(2
|
)
|
|
222
|
|
|
214
|
|
|
8
|
|
||||||
Depreciation and amortization expense
|
213
|
|
|
113
|
|
|
100
|
|
|
561
|
|
|
333
|
|
|
228
|
|
||||||
Impairment expense and loss on disposal of assets
|
1
|
|
|
8
|
|
|
(7
|
)
|
|
7
|
|
|
8
|
|
|
(1
|
)
|
||||||
Total operating costs and expenses
|
$
|
1,863
|
|
|
$
|
1,394
|
|
|
$
|
469
|
|
|
$
|
5,378
|
|
|
$
|
4,096
|
|
|
$
|
1,282
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Interest expense, net of capitalized interest
|
$
|
395
|
|
|
$
|
221
|
|
|
$
|
174
|
|
|
$
|
1,014
|
|
|
$
|
653
|
|
|
$
|
361
|
|
Loss on modification or extinguishment of debt
|
27
|
|
|
12
|
|
|
15
|
|
|
27
|
|
|
27
|
|
|
—
|
|
||||||
Derivative loss (gain), net
|
78
|
|
|
(23
|
)
|
|
101
|
|
|
187
|
|
|
(132
|
)
|
|
319
|
|
||||||
Other expense (income)
|
70
|
|
|
(15
|
)
|
|
85
|
|
|
38
|
|
|
(32
|
)
|
|
70
|
|
||||||
Total other expense
|
$
|
570
|
|
|
$
|
195
|
|
|
$
|
375
|
|
|
$
|
1,266
|
|
|
$
|
516
|
|
|
$
|
750
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Income (loss) before income taxes and non-controlling interest
|
$
|
(263
|
)
|
|
$
|
230
|
|
|
$
|
(493
|
)
|
|
$
|
79
|
|
|
$
|
992
|
|
|
$
|
(913
|
)
|
Income tax benefit (provision)
|
3
|
|
|
(3
|
)
|
|
6
|
|
|
—
|
|
|
(15
|
)
|
|
15
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effective tax rate
|
1.1
|
%
|
|
1.3
|
%
|
|
|
|
—
|
%
|
|
1.5
|
%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Net income attributable to non-controlling interest
|
$
|
58
|
|
|
$
|
162
|
|
|
$
|
(104
|
)
|
|
$
|
370
|
|
|
$
|
573
|
|
|
$
|
(203
|
)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
(52
|
)
|
|
$
|
203
|
|
|
$
|
(42
|
)
|
|
$
|
6
|
|
LNG Trading Derivatives
|
24
|
|
|
27
|
|
|
(24
|
)
|
|
9
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
CCH Interest Rate Derivatives
|
$
|
(104
|
)
|
|
$
|
20
|
|
|
$
|
18
|
|
|
$
|
37
|
|
CCH Interest Rate Forward Start Derivatives
|
(68
|
)
|
|
30
|
|
|
—
|
|
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
FX Derivatives
|
$
|
37
|
|
|
$
|
4
|
|
|
$
|
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
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans (3)
|
July 1 - 31, 2019
|
|
584,171
|
|
$67.22
|
|
520,460
|
|
$962,086,617
|
August 1 - 31, 2019
|
|
1,651,673
|
|
$61.99
|
|
1,647,438
|
|
$859,955,793
|
September 1 - 30, 2019
|
|
311,449
|
|
$61.60
|
|
309,826
|
|
$840,873,574
|
Total
|
|
2,547,293
|
|
$63.14
|
|
2,477,724
|
|
|
|
(1)
|
Includes shares surrendered to us by participants in our share-based compensation plans for payment of applicable tax withholdings on the vesting of share-based compensation awards. Associated shares surrendered by participants are repurchased pursuant to terms of the plan and award agreements and not as part of the publicly announced share repurchase plan.
|
(2)
|
The price paid per share was based on the average trading price of our common stock on the dates on which we repurchased the shares.
|
(3)
|
On June 3, 2019, we announced that our Board authorized a 3-year, $1 billion share repurchase program.
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
1.1
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1*
|
|
|
10.2†
|
|
|
10.3*†
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
31.1*
|
|
Exhibit No.
|
|
Description
|
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*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
Date:
|
October 31, 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:
|
October 31, 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) |
1.
|
Definitions. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
|
2.
|
Amendment.
|
a.
|
The definition of “LIBOR” in Section 1.1 shall be deleted in its entirety, and the following is inserted in lieu thereof:
|
“LIBOR:
|
on or from any Day, the percentage rate per annum published two (2) London Banking Days before that Day (or, if that Day is not a London Banking Day, published two (2) London Banking Days before the nearest preceding London Banking Day) at 11:00 a.m. London time, by the ICE Benchmark Administration Ltd that appears on the Reuters Screen LIBOR01 page as three (3) Month USD LIBOR or, if no such rate is published, such other rate representing the cost of three (3) Month USD funds in the London interbank lending market on that Day as reasonably agreed by the Parties;”
|
b.
|
Section 25.1.1(c)(iii) of the Agreement is amended by deleting such section in its entirety, and the following is inserted in lieu thereof:
|
c.
|
Section 25.2.1 of the Agreement is amended by revising the phrase in the first sentence that reads “if sent by facsimile” to read “if sent by facsimile or electronic mail”.
|
d.
|
Section 8(b) of Exhibit A of the Agreement is amended by deleting such section in its entirety, and the following is inserted in lieu thereof:
|
e.
|
Section 9(c) of Exhibit A of the Agreement is amended by deleting such section in its entirety, and the following is inserted in lieu thereof:
|
3.
|
Miscellaneous
|
a.
|
Force and Effect. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
d.
|
Confidentiality; Dispute Resolution; Immunity, Contract Language. The provisions of Section 19 (Confidentiality), Section 21.1 (Dispute Resolution), Section 21.4 (Immunity), and Section 23 of the Agreement shall apply in this Amendment as if incorporated herein mutatis mutandis on the basis that references therein to the Agreement are to this Amendment.
|
e.
|
Entire Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
f.
|
Amendments and Waiver. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party’s failure to enforce such right or remedy.
|
g.
|
Successors. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries. Except as expressly contemplated by the Agreement, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
|
SELLER:
|
|
BUYER:
|
|
|
|
Corpus Christi Liquefaction, LLC
|
|
PT Pertamina (Persero)
|
|
|
|
/s/ Florian Pintgen
|
|
/s/ Basuki Trikora Putra
|
Name: Florian Pintgen
|
|
Name: Basuki Trikora Putra
|
Title: Vice President, Commercial Operations
|
|
Title: Corporate Marketing Director
|
1.
|
This Release Agreement (the “Release Agreement”) is being entered into by ________________ (the “Employee”) and Cheniere Energy, Inc. (the “Company”) pursuant to the Cheniere Energy, Inc. Key Executive Severance Pay Plan, as amended from time to time (the “Plan”) in order to further the mutually desired terms and conditions set forth herein. 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. Capitalized terms used but not defined herein shall have the definitions set forth in the Plan.
|
2.
|
For and in consideration for the Employee’s timely execution of this Release Agreement, and provided that the Employee does not revoke the General Release and/or ADEA Release contained in Sections 3 and 5 herein, the Company agrees to the following:
|
(a)
|
Benefits. The Company shall provide to the Employee either the Change in Control Benefits or the Severance Benefits, as applicable, as set forth in the Plan and described in Exhibit 1 attached to this Release Agreement.
|
(b)
|
The Change in Control Benefits, if applicable, represent the exclusive amounts to be paid to the Employee by the Company in connection with or arising out of the Change in Control. No further amounts shall be paid to the Employee for any items, including, but not limited to, attorneys’ fees.
|
(c)
|
The Severance Benefits, if applicable, represent the exclusive amounts to be paid to the Employee by the Company in connection with or arising out of the Employee’s employment with the Company and the Employee’s Termination of employment with the Company which occurred on _________________. No further amounts shall be paid to the Employee for any items, including, but not limited to, attorneys’ fees.
|
3.
|
General Release. The Employee, on behalf of the Employee, the Employee’s 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 the Employee’s employment
|
4.
|
The Employee agrees not to commence any legal proceeding or lawsuit against any Released Party arising out of or based upon the Employee’s employment with the Company or the Termination of the Employee’s employment with the Company. The Employee represents that the Employee 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 Release Agreement prevents the Employee from exercising any rights that cannot be lawfully waived or restricted, including filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”) (such as related to Section 7 rights under the NLRA), Occupational Safety and Health Administration, Securities and Exchange Commission (“SEC”), U.S. Department of Justice, Congress, any Inspector General, or other federal, state or local agency or participating in any investigation or proceeding (including providing documents or other information) conducted by such agency; however, the Employee understands and
|
5.
|
ADEA Release and Older Worker Benefit Protection Act (“OWBPA”) Disclosures. 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 Release Agreement (“ADEA Release”), and hereby acknowledges and agrees that the Employee has been provided a decisional unit disclosure attached as Exhibit 2 and 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;
|
c.
|
The Employee specifically waives any rights or claims under the ADEA;
|
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 the Employee signs 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 the Employee has been given a period of up to 45 days to consider the ADEA Release prior to executing it, although the Employee may accept it at any time within those 45 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 45-day review period; and
|
j.
|
The Employee understands that the Employee 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 consideration cited above and the promises contained herein are made for the purpose of purchasing the peace of the Released Parties and are not to be construed as an admission of liability or as evidence of unlawful conduct by any Released Party, all liability being expressly denied. 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 the Employee 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 the Employee has completely read the Release Agreement and understands its terms, contents, conditions, and effects. The Employee represents that the Employee 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 the Employee has the right to consult an attorney of the Employee’s choice and has consulted with an attorney or has knowingly and voluntarily decided not to do so.
|
9.
|
The Employee states that the Employee is not presently affected by any disability which would prevent the Employee 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
|
11.
|
The Employee acknowledges and agrees that any work product prepared, conceived, or developed by the Employee during the term of the Employee’s 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, the Employee will acknowledge that the 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.
|
To protect the Confidential Information of the Company, the Employee agrees, for twelve (12) months following the Termination of the Employee’s employment with the Company, that the Employee shall not, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, solicit the business of the vendors, suppliers or customers of the Company for, or in any other manner be involved with, any business or person that is engaged
|
13.
|
To protect the Confidential Information of the Company, the Employee agrees that for a period of twelve (12) months following the Termination of Employee’s employment with Company, not to solicit, hire or participate in or assist in any way in the solicitation or hire of any employee of the Company (or any person who was an employee of the Company during the six-month period preceding such action). For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence employees of the Company to become employed with any other person, partnership, firm, corporation or other entity; provided, that solicitation through general advertising that is not directed at any employee of the Company or the provision of references shall not constitute a breach of the obligations in this Section 13. The Employee agrees that the covenants contained in this Section 13 are reasonable and desirable to protect the Confidential Information of the Company.
|
14.
|
Following the Termination of the Employee’s employment with the Company, the Employee agrees (i) to reasonably cooperate with the Company and its directors, officers, attorneys and experts, and take all actions the Company may reasonably request, including but not limited to cooperation with respect to any investigation, government inquiry, administrative proceeding or litigation relating to any matter in which the Employee was involved or had knowledge during the Employee’s employment with the Company and (ii) that, if called upon by the Company, the Employee will provide assistance with respect to business, personnel or other matters which arose during the Employee’s employment with the Company or as to which the Employee has relevant information, knowledge or expertise, with such cooperation including, but not limited to, completing job tasks in progress, transitioning job tasks to other Company personnel, responding to questions and being available for such purposes. Any cooperation requests shall take into account the Employee’s personal and business commitments, and the Employee shall be reimbursed for reasonable documented travel, lodging and meal expenses incurred in connection with such cooperation within thirty (30) days of providing an invoice to the Company.
|
15.
|
Except as otherwise provided in paragraph 4, 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. In the event that the Company’s Human Resources (“HR”) department receives any requests for employment verification or references pertaining to the Employee’s employment with the Company, the Company’s HR department 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’s HR department will neither confirm nor deny any basis for the Employee’s separation of employment.
|
16.
|
If execution of this Release Agreement is in connection with Termination of the Employee’s employment with the Company, the Employee represents that the Employee 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 the Employee’s 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 the Employee’s employment.
|
17.
|
Nothing in the Release Agreement shall be deemed to affect or relieve the Employee from any obligation contained in any agreement with the Company or any of the Released Parties related to the terms of Employee’s 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.
|
18.
|
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.
|
19.
|
If execution of this Release Agreement is in connection with Termination of the Employee’s employment with the Company, the Employee hereby (i) waives all rights to recall reinstatement, employment, reemployment, and past or future wages from the Company and (ii) additionally represents, warrants and agrees that the Employee 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 the Employee has been appropriately paid for all time worked and in accordance with all incentive awards.
|
20.
|
The Employee expressly represents and warrants to the Company that the Employee has received a copy of and has completely read and understood the Plan. The Employee further expressly represents and warrants to the Company that the Employee has completely read the Release Agreement prior to executing it, has had an opportunity to review it with the Employee’s 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.
|
21.
|
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 by government agency;
|
b.
|
as set forth in paragraph 4 above; or
|
c.
|
to the extent necessary to the Employee’s legal advisors, accountants or financial advisors, and provided that the Employee instructs the foregoing not to disclose the same to anyone.
|
22.
|
The Employee agrees that the confidentiality provisions, including but not limited to those in Section 10 of the Release Agreement are a material part of it and are contractual in nature.
|
23.
|
The Employee acknowledges that the Employee may hereafter discover claims or facts in addition to or different than those which the Employee 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 the 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.
|
24.
|
The Employee agrees that the Employee will forfeit all amounts payable by the Company pursuant to the Release Agreement if the Employee challenges the validity of the Release Agreement, unless prohibited by law. The Employee also agrees that if the Employee 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.
|
25.
|
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
|
Signature:________________________________
|
|
Print Name:______________________________
|
|
Date: ___________________________________
|
CHENIERE CORPUS CHRISTI
|
|
HOLDINGS, LLC, as the Borrower
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CORPUS CHRISTI LIQUEFACTION,
|
|
LLC, as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CHENIERE CORPUS CHRISTI
|
|
PIPELINE, L.P., as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CORPUS CHRISTI PIPELINE GP, LLC,
|
|
as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
SOCIÉTÉ GÉNÉRALE,
|
|
as Intercreditor Agent on behalf of itself and
|
|
each Facility Agent
|
|
|
|
By:
|
/s/ Arnaud Batejat
|
Name:
|
Arnaud Batejat
|
Title:
|
VP
|
|
|
|
|
|
|
CHENIERE CORPUS CHRISTI
|
|
HOLDINGS, LLC, as the Company
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CORPUS CHRISTI LIQUEFACTION,
|
|
LLC, as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CHENIERE CORPUS CHRISTI
|
|
PIPELINE, L.P., as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
CORPUS CHRISTI PIPELINE GP, LLC,
|
|
as Guarantor
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
SOCIÉTÉ GÉNÉRALE,
|
|
as Security Trustee
|
|
|
|
By:
|
/s/ Arnaud Batejat
|
Name:
|
Arnaud Batejat
|
Title:
|
VP
|
|
|
|
|
|
|
SOCIÉTÉ GÉNÉRALE,
|
|
as Intercreditor Agent, on its own behalf and
|
|
on behalf of the Intercreditor Parties, solely
|
|
for purposes of consenting to the Security
|
|
Trustee's execution of the amendment
|
|
pursuant to Section 7.2(a)(i) of the Common
|
|
Security and Account Agreement
|
|
|
|
By:
|
/s/ Arnaud Batejat
|
Name:
|
Arnaud Batejat
|
Title:
|
VP
|
|
|
|
|
|
|
BORROWER:
|
||
|
|
|
CHENIERE ENERGY, INC.
|
||
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name:
|
Lisa C. Cohen
|
|
Title:
|
Vice President and Treasurer
|
AGENT:
|
||
|
|
|
SOCIÉTÉ GÉNÉRALE
|
||
as Administrative Agent
|
||
|
|
|
By:
|
/s/ Ellen Turkel
|
|
Name:
|
Ellen Turkel
|
|
Title:
|
Director
|
REQUISITE LENDERS:
|
||
|
|
|
SOCIÉTÉ GÉNÉRALE
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Ellen Turkel
|
|
Name:
|
Ellen Turkel
|
|
Title:
|
Director
|
ROYAL BANK OF CANADA,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Kristan Spirey
|
|
Name:
|
Kristan Spirey
|
|
Title:
|
Authorized Signatory
|
THE BANK OF NOVA SCOTIA, HOUSTON
|
||
BRANCH,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Alfredo Brahim
|
|
Name:
|
Alfredo Brahim
|
|
Title:
|
Director
|
ING CAPITAL LLC,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Subha Pasumarti
|
|
Name:
|
Subha Pasumarti
|
|
Title:
|
Managing Director
|
|
|
|
|
By:
|
/s/ Catharina van der Woude
|
|
Name:
|
Catharina van der Woude
|
|
Title:
|
Director
|
BANK OF AMERICA, N.A.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Lauren Halliday
|
|
Name:
|
Lauren Halliday
|
|
Title:
|
Vice President
|
JP MORGAN CHASE BANK, N.A.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Arina Mavilian
|
|
Name:
|
Arina Mavilian
|
|
Title:
|
Authorized Signatory
|
CITIBANK, N.A.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Derrick Lenz
|
|
Name:
|
Derrick Lenz
|
|
Title:
|
Vice President
|
GOLDMAN SACHS BANK USA,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Jamie Minieri
|
|
Name:
|
Jamie Minieri
|
|
Title:
|
Authorized Signatory
|
HSBC BANK USA, NATIONAL
|
||
ASSOCIATION,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Balaji Rajgopal
|
|
Name:
|
Balaji Rajgopal
|
|
Title:
|
Director
|
INTESA SANPAOLO S.P.A., NEW YORK
|
||
BRANCH,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Fuensanta Diaz Cobacho
|
|
Name:
|
Fuensanta Diaz Cobacho
|
|
Title:
|
First Vice President
|
|
|
|
|
By:
|
/s/ Nicholas A. Matacchieri
|
|
Name:
|
Nicholas A. Matacchieri
|
|
Title:
|
Vice President
|
MIZUHO BANK, LTD.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Brian T. Caldwell
|
|
Name:
|
Brian Caldwell
|
|
Title:
|
Managing Director
|
MORGAN STANLEY SENIOR FUNDING,
|
||
INC.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Rikin Pandya
|
|
Name:
|
Rikin Pandya
|
|
Title:
|
Vice President
|
CANADIAN IMPERIAL BANK OF
|
||
COMMERCE, NEW YORK BRANCH,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Lavinia Macovschi
|
|
Name:
|
Lavinia Macovschi
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
By:
|
/s/ Farhad Merali
|
|
Name:
|
Farhad Merali
|
|
Title:
|
Authorized Signatory
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
||
BRANCH,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Nupur Kumar
|
|
Name:
|
Nupur Kumar
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
By:
|
/s/ Christopher Zybrick
|
|
Name:
|
Christopher Zybrick
|
|
Title:
|
Authorized Signatory
|
MUFG BANK, LTD.,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Stephen W. Warfel
|
|
Name:
|
Stephen W. Warfel
|
|
Title:
|
Managing Director
|
SUMITOMO MITSUI BANKING
|
||
CORPORATION,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Michael Maguire
|
|
Name:
|
Michael Maguire
|
|
Title:
|
Executive Director
|
ABN AMRO CAPITAL USA LLC,
|
||
as Lender and Issuing Bank
|
||
|
|
|
By:
|
/s/ Darrell Holley
|
|
Name:
|
Darrell Holley
|
|
Title:
|
Managing Director
|
|
|
|
|
By:
|
/s/ Anna C. Ferreira
|
|
Name:
|
Anna C. Ferreira
|
|
Title:
|
Vice-President
|
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-00053
DATE OF CHANGE ORDER: June 26, 2019
|
1)
|
Pursuant to Article 6 of the Agreement, Parties agree this Change Order includes Contractor’s use of nitrogen for Subproject 2 (Train 2) Commissioning activities (dryout and defrosting of Units 16, 17 and Feed Gas) in lieu of Feed Gas as requested by Owner.
|
i.
|
This Change Order is in accordance with the approved Trend No. S1-3017.
|
2)
|
The summary cost breakdown for the scope of this Change Order is detailed in Exhibit 1 of this Change Order.
|
3)
|
The detailed cost breakdown for the scope of this Change Order is detailed in Exhibit 3 (Trend No. S1-3017) and Exhibit 4 (Supplier Invoice).
|
4)
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit 2 of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
7,080,830,000
|
|
Net change by previously authorized Change Orders (0001-00052).................................................................
|
$
|
706,243,783
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
7,787,073,783
|
|
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...........................................................................
|
$
|
7,789,250,599
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (0001-00052).................................................................
|
$
|
[***]
|
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 (0001-00052).................................................................
|
$
|
[***]
|
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 (0001-00052).................................................................
|
$
|
(812,283,979
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
138,277,372
|
|
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......................................................
|
$
|
138,277,372
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
For Owner
|
|
For Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP, Engineering & Construction
|
|
SVP, Cheniere Program
|
Title
|
|
Title
|
July 15, 2019
|
|
June 27, 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: 00016
DATE OF CHANGE ORDER: August 5, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree this Change Order includes Contractor’s cost for adding a new Tank B Jump-over Tie-In Line (Part 1) for future tie-ins as described below.
|
2.
|
Pursuant to Article 6 of the Agreement, Parties agree to the Deletion of the East Jetty Shroud as directed by Owner in Letter No. CCLIQ2-BE-C19-014, dated April 23, 2019, which is based on the approved Trend No. S2-0038.
|
3.
|
The summary cost breakdown for the total Scope of Work of this Change Order is detailed in Exhibit 1 of this Change Order.
|
4.
|
The detailed cost breakdown of this Change Order is provided in the following Exhibits:
|
•
|
Exhibit 3: Tank B Jump-over Tie-In Line (Part 1) (Trend No. S2-0032); and
|
•
|
Exhibit 4: Deletion of East Jetty Shroud (Trend No. S2-0038)
|
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.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00015)...............................................................
|
$
|
31,352,937
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,391,352,937
|
|
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...........................................................................
|
$
|
2,384,555,076
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00015)...............................................................
|
$
|
[***]
|
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 (00001-00015)...............................................................
|
$
|
[***]
|
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....................................................................................................
|
$
|
295,549,906
|
|
Net change by previously authorized Change Orders (00001-00015)...............................................................
|
$
|
(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
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
August 13, 2019
|
|
August 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: 00017
DATE OF CHANGE ORDER: August 5, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree this Change Order includes Contractor’s cost for modifications to the following H2S Removal Skid PSV’s: 23PSV-19002, 23PSV-19003, and 23PSV-19004.
|
2.
|
Pursuant to Article 6 of the Agreement, Parties agree to amend the four (4) Chemical Cleaning Milestones included in Schedule C-1 of Attachment C of the Agreement as detailed in Exhibit 4 of this Change Order. This reflects Contractor’s change in execution strategy from Subcontracting to self-performing the Chemical Cleaning Scope of Work. The Contract Price is not adjusted by this change.
|
3.
|
The summary cost breakdown for the Scope of Work of this Change Order is detailed in Exhibit 1 of this Change Order.
|
4.
|
The detailed cost breakdown of this Change Order is provided in Exhibit 3 of 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.
|
Schedule C-1 (Aggregate Labor and Skills Price Milestone Payment Schedule) of Attachment C of the Agreement will be amended by revising the four (4) Chemical Cleaning Milestones listed in Exhibit 4 of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00016)...............................................................
|
$
|
24,555,076
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,384,555,076
|
|
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...........................................................................
|
$
|
2,384,576,481
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00016)...............................................................
|
$
|
[***]
|
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 (00001-00016)...............................................................
|
$
|
[***]
|
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 (00001-00016)...............................................................
|
$
|
(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
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
August 13, 2019
|
|
August 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: 00018
DATE OF CHANGE ORDER: September 6, 2019
|
1.
|
Pursuant to Article 6 of the Agreement, Parties agree this Change Order includes the cost of engineering and sourcing of major permanent plant materials associated with Owner’s request for Contractor to engage with the cold box vendor for potential re-design and modification of the Train 3 cold boxes to minimize the number of transition joints. The scope of services is further described in Appendix 5, Scope of Work.
|
2.
|
Pursuant to Article 6 of the Agreement, Parties agree this Change Order includes Contractor’s costs for a partial mock-up of the E-1504 exchanger to facilitate the following activities in preparation for potential transition joint modifications for the Ethylene cold box’s E-1504:
|
i.
|
Simulate rigging arrangements to identify potential restraints and pinch points due to obstructions and confined space.
|
ii.
|
Identify provisions to protect the E-1504 internals.
|
iii.
|
Identify inputs to the ES&H risk assessments.
|
iv.
|
Provide provisions for ES&H and emergency response preparations for confined space and emergency rescue planning.
|
3.
|
The summary cost breakdown for the total Scope of Work of this Change Order is detailed in Exhibit 1 of this Change Order.
|
4.
|
The cost breakdown for the scope of work described in Item 1 above is provided in Exhibit 3 of this Change Order.
|
5.
|
The cost breakdown for the scope of work described in Item 2 above is provided in Exhibit 4 of this Change Order.
|
6.
|
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 (00001-00017)...............................................................
|
$
|
24,576,481
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,384,576,481
|
|
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...........................................................................
|
$
|
2,386,202,435
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00017)...............................................................
|
$
|
[***]
|
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 (00001-00017)...............................................................
|
$
|
[***]
|
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 (00001-00017)...............................................................
|
$
|
(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
|
|
Program Manager, Cheniere Projects
|
Title
|
|
Title
|
September 18, 2019
|
|
September 6, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00002
DATE OF CHANGE ORDER: July 8, 2019
|
1.
|
The Fuel Provisional Sum in Article 1.2 of Attachment EE, Schedule EE-1 of the Agreement prior to this Change Order was Nine Million, Two Hundred Twenty-One Thousand, Seven Hundred Seventy-Four U.S. Dollars (U.S. $9,221,774). The Provisional Sum is hereby increased by Three Hundred Eighty-Nine Thousand Two Hundred Fifty-Seven U.S. Dollars (U.S. $389,257), and the final value as amended by this Change Order shall be Nine Million, Six Hundred Eleven Thousand Thirty-One U.S. Dollars (U.S. $9,611,031). This Change Order closes the Fuel Provisional Sum in accordance with Article 1.2 of Attachment EE, Schedule EE-1 of the Agreement.
|
2.
|
Pursuant to instructions in Article 1.2 of Attachment EE, Schedule EE-1 of the Agreement, Exhibit A to this Change Order illustrates the calculation of the final fuel costs in the Agreement.
|
3.
|
Schedules C-1 and C-2 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestones listed in Exhibit B of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (CO-00001)...................................................................
|
$
|
—
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,016,892,573
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of..
|
$
|
389,257
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
389,257
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
389,257
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,017,281,830
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Manager, PVP
|
Title
|
|
Title
|
July 8, 2019
|
|
July 8, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00003
DATE OF CHANGE ORDER: July 8, 2019
|
1.
|
The Currency Provisional Sum in Article 1.1 of Attachment EE, Schedule EE-1 of the Agreement prior to this Change Order was One Hundred Ninety-Six Million, Three Hundred Twenty-Five Thousand, Four Hundred Thirty-Nine U.S. Dollars (U.S. $196,325,439). The Currency Provisional Sum is hereby decreased by Six Million, Nine Hundred Fifty-Four Thousand, Five Hundred Seventy-Nine U.S. Dollars (U.S. $6,954,579) and the final value as amended by this Change Order shall be One Hundred Eighty-Nine Million, Three Hundred Seventy Thousand, Eight Hundred Sixty U.S. Dollars (U.S. $189,370,860). This Change Order closes the Currency Provisional Sum in accordance with Article 1.1 of Attachment EE, Schedule EE-1 of the Agreement.
|
2.
|
Pursuant to instructions in Article 1.1 of Attachment EE, Schedule EE-1 of the Agreement, Exhibit A to this Change Order illustrates the calculation of the final currency costs in the Agreement.
|
3.
|
Exhibit C of this Change Order includes the detailed spot and forward trades used to calculate the final currency costs in the Agreement.
|
4.
|
Schedules C-1 and C-2 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestones listed in Exhibit B of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (00001-00002)...............................................................
|
$
|
389,257
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,017,281,830
|
|
The Contract Price Applicable to Subproject 6(a) will be decreased by this Change Order in the amount of..
|
$
|
(6,954,579
|
)
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be decreased by this Change Order in the amount of..............................................
|
$
|
(6,954,579
|
)
|
The Contract Price will be decreased by this Change Order in the amount of..................................................
|
$
|
(6,954,579
|
)
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,010,327,251
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Manager, PVP
|
Title
|
|
Title
|
July 17, 2019
|
|
July 8, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00004
DATE OF CHANGE ORDER: July 2, 2019
|
1.
|
The purpose of this CO-00004 (the “Change Order”) is, subject to the terms of the Agreement and those described herein, to grant Contractor the use of Foreign-Trade Zone No. 291 in Cameron, Louisiana (the “FTZ”), which is more specifically defined in Exhibit A, (the “Zone Site”). The Cameron Port Commission was awarded a grant of authority by the United States Foreign-Trade Zones Board (the “FTZ Board”) to establish, operate and maintain the FTZ and has designated Cheniere Energy Partners, LP (“Cheniere”) to oversee the operations of the Zone Site as the Zone Operator, within the meaning of the Foreign Trade Zones Act of 1934, 19 U.S.C. Sec. 81 et. seq., as amended, and 19 C.F.R. Section 146.4, and with respect to procedures and activities occurring at the Zone Site. Owner is authorized to use the FTZ pursuant to the FTZ user agreement by and between Cheniere and Owner, which also expressly authorizes Owner to permit Contractor to use the FTZ.
|
2.
|
Compliance with Laws: Subject to Section 6.2A.1 and 6.9 of the Agreement if a Change in Law occurs after the date of this Change Order, each Party shall perform its obligations under this Change Order in a manner consistent with good business practices and in full compliance with the Foreign-Trade Zones Act and any regulations adopted by the FTZ Board thereunder, the laws, and regulations governing the U.S. Customs and Border Protection (the “CBP”), and any applicable laws of the State of Louisiana and the United States of America, as in existence, or enacted, or amended during the term of the Agreement (collectively, “Applicable Authority”).
|
3.
|
Contractor Responsibilities: Contractor’s responsibilities with respect to the FTZ operations at the Zone Site include, but are not limited to:
|
•
|
Zone Site maintenance of an inventory control and recordkeeping system that meets the requirements of Applicable Authority;
|
•
|
Preparation and submission of the in-bond filing to move imported materials from the Port of Arrival to the Zone Site;
|
•
|
Within four (4) Business Days of the departure date of any shipment of materials destined for the FTZ, provision of copies of the in-bond filing and supporting documentation to the Owner and/or Owner’s tax consultant, including, but not limited to the bill of lading for such shipment;
|
•
|
Preparation and submission of all FTZ-related forms with CBP (including admissions, transfers, and removals to or from the Zone Site), ensuring accurate and complete reporting of information;
|
•
|
Provision of copies of all filings with CBP and supporting documentation, including, but not limited to, the following:
|
◦
|
For materials placed into commerce at frontier (i.e., materials admitted for consumption):
|
▪
|
Contractor shall provide Owner and/or Owner’s tax consultant with copies of CBP Form 7501 on or before the fourth (4th) business day following the entry date of any such shipment reported on CBP Form 7501;
|
◦
|
For any shipment of materials transported in-bond:
|
▪
|
Contractor shall provide Owner and/or Owner’s tax consultant with copies of CBP Form 7512 on or before the fourth (4th) business day following the entry date of any such shipment reported on CBP Form 7512
|
▪
|
Contractor shall provide Owner and/or Owner’s tax consultant with copies of CBP Form 214 on or before the tenth (10th) business day following the entry date of any such shipment reported on CBP Form 214
|
◦
|
For any materials in foreign-privilege status subsequently admitted into commerce for consumption:
|
▪
|
Contractor shall provide Owner and/or Owner’s tax consultant with copies of CBP Form 7501 on or before the fourth (4th) business day following the entry date of any such admitted materials as reported on CBP Form 7501
|
•
|
Following removal of materials from the Zone Site, payment to CBP of all import duties and tariffs due on such removal;
|
•
|
On a weekly basis, provision of inventory reports for all materials located at the Zone Site, including designation of materials admitted for consumption and materials admitted in foreign status;
|
•
|
Provision of necessary information to Owner for its preparation and filing of the annual report to the FTZ Board; and
|
•
|
Assistance during any compliance review from CBP, as requested by Owner.
|
4.
|
US Customs and Border Protection: Contractor and Owner acknowledge and agree that a good working relationship with CBP is essential to an effective operation of a Foreign-Trade Zone and each Party shall use reasonable commercials efforts to maintain such a relationship. Contractor agrees to perform its duties and responsibilities in full cooperation with CBP.
|
5.
|
Records: Parties shall maintain all books and records in connection with their responsibilities under this Change Order for a minimum term of five (5) years. Owner shall maintain its books and records for five (5) years after the materials have been removed from the Zones Site. Contractor shall keep and make available to Owner such books and records during the term of this Agreement and for a period of two (2) years thereafter or such greater period as may be required under Applicable Authority. The record keeping requirements shall survive the termination or expiration of the Agreement.
|
6.
|
Documentation upon Expiration or Termination: At the expiration or termination of Contractor’s use of the FTZ for any reason, Contractor shall promptly provide to Owner all pertinent records and documents maintained by Contractor and needed by Owner in connection with the operation of the Zone Site. In addition, Contractor, shall provide assistance and information as reasonably requested by Owner in order to ensure a compliant transition of all documentation and reporting requirement under Applicable Authority. This provision shall survive the expiration or termination of the Contractor’s right to use the FTZ.
|
7.
|
Additional Cost for Complying with FTZ: Owner agrees that Contractor shall have the right to recover additional, reasonable costs associated with compliance with the FTZ requirements.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (CO-00003)...................................................................
|
$
|
(6,565,322
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,010,327,251
|
|
The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of........................................................................................................................................................................
|
$
|
—
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be unchanged by this Change Order in the amount of.............................................
|
$
|
—
|
|
The Contract Price will be unchanged by this Change Order in the amount of................................................
|
$
|
—
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,010,327,251
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
July 30, 2019
|
|
July 2, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00005
DATE OF CHANGE ORDER: July 17, 2019
|
1.
|
In accordance with Article 6.1.B (Change Orders Requested by Owner), the Parties agree this Change Order implements a new Provisional Sum for Contractor to provide twenty-four (24) hours a day, seven (7) days a Week perimeter security and access coordination of the Duck Blind Road entrance to support Natural Gas Pipeline Company of America (“NGPL”) work at the Stage 4 Liquefaction Facility for an estimated duration of one (1) year upon commencement of the work by NGPL.
|
A.
|
Owner’s original request for Contractor to provide gate access security for NGPL, including the scope of work, is documented under Owner Correspondence No. SPL4-BE-C19-009, Subject: Cooperation and Coordination with NGPL Work, dated 6 May 2019, is attached to this Change Order as Exhibit C.
|
B.
|
Owner’s subsequent request for increased gate access security for a one-year duration is documented under Owner email correspondence Subject: NGPL Project - Bechtel 24/7 Security, dated 26 June 2019, is attached to this Change Order as Exhibit D.
|
C.
|
Contractor’s acknowledgement of Owner’s request is documented under Contractor Correspondence No. 26012-100-T19-GAM-00021, Subject: Cooperation and Coordination with NGPL Work, dated 8 May 2019, is attached to this Change Order as Exhibit E.
|
2.
|
Section EE-2 (Provisional Sums to be Adjusted during Project Execution) of Attachment EE (Provisional Sums) of the Agreement shall be amended by adding the new Provisional Sum under Section 2.4 as, “NGPL Security Coordination Provisional Sum” as follows:
|
3.
|
The estimate basis for this new Provisional Sum is detailed in Exhibit A of this Change Order.
|
4.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order. The final value will be trued-up on a separate Change Order based on the actual costs to close the NGPL Gate Access Security Provisional Sum.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (00001-00004)...............................................................
|
$
|
(6,565,322
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,010,327,251
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of........................................................................................................................................................................
|
$
|
232,158
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
232,158
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
232,158
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,010,559,409
|
|
/s/ David Craft
|
|
/s/ Maurissa Douglas Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa Douglas Rogers
|
Name
|
|
Name
|
SVP Engineering & Construction
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
August 4, 2019
|
|
July 17, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00006
DATE OF CHANGE ORDER: August 14, 2019
|
1.
|
In accordance with Article 6.1.B (Change Orders Requested by Owner), the Parties agree this Change Order includes costs for Contractor to purchase the 600# Triple Offset Manual and Automated On/Off Valves from Emerson Vanessa in lieu of Adams Valves Inc. Direction provided in Owner’s Letter No. SPL4-BE-C19-007, dated March 25, 2019.
|
2.
|
The detailed cost summary for this Change Order is included in Exhibit A of this Change Order.
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (00001-00005)...............................................................
|
$
|
(6,333,164
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,010,559,409
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of........................................................................................................................................................................
|
$
|
289,111
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
—
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
289,111
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,010,848,520
|
|
/s/ David Craft
|
|
/s/ Maurissa Douglas Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa Douglas Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
August 28, 2019
|
|
August 14, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00007
DATE OF CHANGE ORDER: August 14, 2019
|
1.
|
In accordance with Article 6.1.B (Change Orders Requested by Owner), the Parties agree this Change Order includes costs for Contractor to add a permanent drain pipe from E-1503 to Heavies Removal Unit (HRU) as requested by Owner in Letter No. SPL4-BE-C19-005, dated March 14, 2019.
|
2.
|
The detailed cost summary for this Change Order is included in Exhibit A of this Change Order.
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
4.
|
The updated Piping & Instrumentation Diagram (P&ID) is provided in Exhibit C of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (00001-00006)...............................................................
|
$
|
(6,044,053
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,010,848,520
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of........................................................................................................................................................................
|
$
|
1,205,234
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
—
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
1,205,234
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,012,053,754
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
August 28, 2019
|
|
August 14, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00008
DATE OF CHANGE ORDER: August 27, 2019
|
1.
|
In accordance with Article 6 of the Agreement, Parties agree Contractor will be compensated for the costs associated with the additional piling Works due to encountered Subsurface Soil Conditions in Train 6 ISBL area that differ from the Design Basis of the Agreement.
|
A.
|
Contractor analyzed the differing subsurface soil conditions in Train 6 ISBL areas. This Change order captures the cost impacts associated with the additional testing required to support analysis, resulting remediation work throughout Train 6 ISBL and the piles and tension connectors added to the following Train 6 ISBL areas: A01, B01, D01, F01, G01, H01, K01, L01 and N02. Refer to Exhibit C of this Change Order for the ISBL Plot Plan highlighting areas with additional piles.
|
B.
|
The piling Works scope is complete in the Train 6 ISBL at the time of this Change Order. Should additional differing Subsurface Soil Conditions be encountered in Train 6 ISBL areas unrelated to the piling Works, or should differing Subsurface Soil Conditions be encountered outside the Train 6 ISBL areas, such conditions will be addressed in a future Change Order in accordance with the terms of the Agreement.
|
2.
|
The detailed cost summary for this Change Order is included in Exhibit A of this Change Order.
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders (00001-00007)...............................................................
|
$
|
(4,838,819
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,012,053,754
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of........................................................................................................................................................................
|
$
|
1,467,978
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
—
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
1,467,978
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,013,521,732
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
September 4, 2019
|
|
August 27, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00009
DATE OF CHANGE ORDER: September 25, 2019
|
1.
|
Per Section 4.10 of the Agreement, the Parties agree this LNG Berth 3 Change Order (“Change Order”) constitutes Owner’s Option for Contractor to perform the engineering, procurement, construction, pre-commissioning, commissioning, testing and startup of Subproject 6(b).
|
2.
|
This Change Order is based on Owner’s issuance of the LNTPs and NTP as follows:
|
a.
|
LNTP No. 1 for Subproject 6(b): Owner released Contractor to perform home office services through an initial Limited Notice to Proceed (“LNTP No. 1 for Subproject 6(b)”), under a Request for Services dated April 1, 2019 (“RFS No. 129378”), pursuant to the Technical Services Agreement dated February 28, 2018, between Sabine Pass Liquefaction, LLC and Contractor. This work is focused on engineering and other home office activities required to prepare for the necessary commitments under LNTP No. 2 for Subproject 6(b) and post-NTP for Subproject 6(b).
|
b.
|
LNTP No. 2 for Subproject 6(b): No later than October 1, 2019, Owner will release Contractor to perform pre-NTP activities for Subproject 6(b) through a second LNTP (“LNTP No. 2 for Subproject 6(b)”) in the form of Schedule H-7, as attached hereto. The scope under this LNTP No. 2 for Subproject 6(b) shall consist of the procurement of key Equipment (including bulk materials) and release of key Subcontracts, as further described in Schedule H-7. If Owner does not issue LNTP No. 2 for Subproject 6(b) on or before October 1, 2019, then Contractor shall be entitled to an adjustment to the Contract Price Applicable to Subproject 6(b) and the Guaranteed Substantial Completion Date for Subproject 6(b) if and to the extent caused by such delayed issuance of LNTP No. 2 for Subproject 6(b). Such adjustment shall include cost impacts caused by, for example, closing of vendor shops, unavailability of materials, labor unavailability, impacts on ability to attract and/or retain qualified labor, as well as escalation and loss of synergies with Contractor’s performance of Work for Subproject 6(a). For the avoidance of doubt, any adjustment to the Contract Price Applicable to Subproject 6(b) or the Project Schedule for Subproject 6(b) shall not be based on Contractor’s errors or omissions, a change in technology, or a change in material or Equipment quantities (except where the unavailability of materials, vendors or labor caused by such delayed issuance of LNTP No. 2 for Subproject 6(b) results in necessary changes to Equipment specifications). Contractor shall use commercially reasonable efforts and GECP to mitigate (i) the increase to the Contract Price Applicable to Subproject 6(b) and (ii) any adverse impact to the Project Schedule for Subproject 6(b). Such agreed-upon adjustment will be set forth in a Change Order.
|
c.
|
NTP for Subproject 6(b): No later than January 31, 2020, Owner shall issue NTP for Subproject 6(b) to Contractor for all remaining Work for the LNG Berth 3 in the form of Schedule H-3 to the Agreement. On or before issuance of NTP for Subproject 6(b), Contractor shall deliver to Owner a Letter of Credit for Subproject 6(b) in accordance with Section 9.2 of the Agreement. If Owner does not issue NTP for Subproject 6(b) on or before January 31, 2020, then Contractor shall be entitled to an adjustment to the Contract Price Applicable to Subproject 6(b) and the Guaranteed Substantial Completion Date for Subproject 6(b) if and to the extent caused by such delayed issuance of NTP for Subproject 6(b). Such adjustment shall be in accordance with Section 5.2C.2 of the Agreement.
|
3.
|
The Contract Price Applicable to Subproject 6(b) is Four Hundred Fifty-Seven Million Six Hundred Ninety-Six Thousand U.S. Dollars (U.S.$457,696,000). The breakdown of the Contract Price Applicable to Subproject 6(b) is detailed in Exhibit 1 of this Change Order. The Contract Price Applicable to Subproject 6(b) includes any Provisional Sums applicable to Subproject 6(b).
|
4.
|
The Parties hereby delete Section 20.2A of the Agreement in its entirety and replace it with the following:
|
“
|
A. Delay Liquidated Damages. Subject to Section 20.2C, Contractor’s maximum liability to Owner for (i) Subproject 6(a) Delay Liquidated Damages is Ninety Million U.S. Dollars (U.S.$90,000,000), in the aggregate, and (ii) Subproject 6(b) Delay Liquidated Damages is Twenty Million Five Hundred Ninety-Six Thousand Three Hundred Twenty U.S. Dollars (U.S.$20,596,320), in the aggregate.”
|
5.
|
Per Section 13.2C of the Agreement, the Schedule Bonus Date for SP6(b)” and “Schedule Bonus for SP6(b)” shall be as follows:
|
a.
|
The “Schedule Bonus Date for SP6(b)” shall be either: (i) April 16, 2023, provided Owner issues NTP for Subproject 6(b) on or before January 31, 2020; or (ii) the date that is one thousand one hundred seventy-two (1172) Days from NTP for Subproject 6(b) if Owner issues NTP for Subproject 6(b) after January 31, 2020.
|
b.
|
If Substantial Completion of Subproject 6(b) occurs before the Guaranteed Substantial Completion Date for SP6(b), and Contractor achieves Ready for Reduced Ship Loading prior to the Schedule Bonus Date for SP6(b), then Owner shall pay Contractor a bonus as set forth in this Section 5 (the “Schedule Bonus for SP6(b)”).
|
c.
|
Notwithstanding anything to the contrary, the aggregate amount payable by Owner to Contractor under the Agreement for such Schedule Bonus for SP6(b) shall not exceed Fifteen Million U.S. Dollars (U.S.$15,000,000).
|
d.
|
“Ready for Reduced Ship Loading” means that Subproject 6(b): (i) has achieved on average over a period of ten (10) continuous hours, a ship loading rate of at least 8,000m3 per hour for the transfer of LNG to an LNG Tanker (and return of vapor and boil-off gas to the LNG Tanks) using a single berth only and in accordance with the Ship Loading Time Conditions and testing procedures in Section 3.11.3 of Attachment S of the Agreement; and (ii) fully loaded such LNG Tanker (unless otherwise instructed by Owner).
|
e.
|
Contractor shall give Owner one hundred eighty (180) Days’ prior written notice specifying the date on which Contractor expects Subproject 6(b) to be Ready for Reduced Ship Loading. Contractor shall give Owner a second written notice specifying the date on which Contractor expects Subproject 6(b) to be Ready for Reduced Ship Loading, which notice shall be given no later than one hundred twenty (120) Days prior to such date. Contractor shall give Owner a third written notice specifying the date on which Contractor expects Subproject 6(b) to be Ready for Reduced Ship Loading, which notice shall be given no later than sixty (60) Days prior to such date. Owner shall use commercially reasonable efforts to provide an LNG Tanker no earlier than seven (7) Days prior to and no later than seven (7) Days after the date in such third written notice. Owner shall also use commercially reasonable efforts to provide LNG for Contractor to load onto the LNG Tanker.
|
f.
|
Contractor shall have forty-eight (48) hours after the LNG Tanker is “all fast” at LNG Berth 3 to achieve Ready for Reduced Ship Loading (“First Try”). If Contractor achieves Ready for Reduced Ship Loading on the First Try, Owner shall pay Contractor a Schedule Bonus for SP6(b) in the amount of Sixty Thousand U.S. Dollars (U.S. $60,000) for each Day occurring after the date that Ready for Reduced Ship Loading occurs and before the Schedule Bonus Date for SP6(b), subject to the aggregate limit set forth in Section 5.c above.
|
g.
|
If Contractor does not achieve Ready for Reduced Ship Loading on the First Try, Contractor will receive no Schedule Bonus for SP6(b) for the First Try (except as set forth below) and Contractor shall give Owner a fourth written notice specifying the date on which Contractor expects Subproject 6(b) to be Ready for Reduced Ship Loading, which fourth notice shall be given no later than thirty (30) Days prior to such date. Owner shall use commercially reasonable efforts to provide LNG and a second LNG Tanker on the date that is no earlier than seven (7) Days prior to and not later than seven (7) Days after the date in such fourth written notice. Contractor shall have forty-eight (48) hours from the time that the second LNG Tanker is “all fast” at LNG Berth 3 to achieve Ready for Reduced Ship Loading (“Second Try”). Provided the date Contractor noticed Owner for the First Try was on or after two hundred fifty (250) Days prior to the Schedule Bonus Date for SP6(b) and Contractor achieves Ready for Reduced Ship Loading on the Second Try, Owner will pay Contractor a Schedule Bonus for SP6(b) in the amount of Thirty Thousand U.S. Dollars (U.S. $30,000) for each Day occurring from the date that the first LNG Tanker was “all fast” at LNG Berth 3 for the First Try until the date that Contractor achieves Ready for Reduced Ship Loading on the Second Try and Owner shall pay Contractor a Schedule Bonus for SP6(b) in the amount of Sixty Thousand U.S. Dollars (U.S. $60,000) for each Day occurring after the date Contractor achieves Ready for Reduced Ship Loading on the Second Try and before the Schedule Bonus Date for SP6(b), subject to the aggregate limit set forth in Section 5.c above. If Contractor fails to achieve Ready for Reduced Ship Loading on the Second Try, Owner shall have no obligation to pay Contractor the Schedule Bonus for SP6(b) and Contractor’s eligibility for the Schedule Bonus for SP6(b) shall terminate.
|
h.
|
Owner’s obligations to provide an LNG Tanker and LNG shall be subject and subordinate to commercial and operational considerations involving the operation of the Sabine Liquefaction Facility and the marketing of LNG, including but not limited to LNG production or storage outages, lower than projected inventory, the priority of SPL’s LNG buyer needs, delay of the LNG Vessel, refusal of the owner, charterer or manager of the LNG Tanker to load at LNG Berth 3 and limitations on loading at a single berth. In such events, Owner shall have the right to suspend or cancel Ready for Reduced Ship Loading at its sole discretion without liability to Contractor. In the event of suspension, the time period to achieve Ready for Reduced Ship Loading will be tolled until loading can resume. In the event of cancellation, Owner and Contractor shall agree to reschedule and upon Contractor’s achievement of Ready for Reduced Ship Loading, Owner shall pay Contractor a Schedule Bonus for SP6(b) in the amount of Thirty Thousand U.S. Dollars (U.S. $30,000) for each Day occurring after the date in Contractor’s third written notice until the date that Contractor achieves Ready for Reduced Ship Loading and Owner shall pay Contractor a Schedule Bonus for SP6(b) in the amount of Sixty Thousand U.S. Dollars (U.S. $60,000) for each Day occurring after the date Contractor achieves Ready for Reduced Ship Loading and before the Schedule Bonus Date for SP6(b), subject to the aggregate limit set forth in Section 5.c above. Owner is not required to schedule such LNG Tanker until (i) there is sufficient LNG in storage in the LNG Tanks to evidence Ready for Reduced Ship Loading and (ii) Owner has an economic reason to export such LNG.
|
i.
|
If Contractor is entitled to the Schedule Bonus for SP6(b) in accordance with Section 5.b of this Change Order No. 00009, Contractor shall invoice Owner the Schedule Bonus for SP6(b) upon achievement of Ready for Reduced Ship Loading; provided that, notwithstanding anything to the contrary, Contractor shall only be entitled to payment of the Schedule Bonus for SP6(b) if Contractor later achieves Substantial Completion of Subproject 6(b) prior to the Guaranteed Substantial Completion Date for SP6(b). Owner shall hold payment of such invoice in escrow until such time Contractor successfully completes the Ship Loading Time Test in accordance with Section 3.11.3 of Attachment S.
|
j.
|
For the avoidance of doubt, Contractor shall not be entitled to a Schedule Bonus for SP6(b) should Ready for Reduced Ship Loading be achieved on or after the Schedule Bonus Date for SP6(b).
|
k.
|
The Schedule Bonus Date for SP6(b) shall be subject to adjustment solely at the discretion of the President and Chief Executive Officer of Cheniere and any such adjustment shall be implemented by Change Order.
|
6.
|
Replace Table A-2 of Schedule A-2 of Attachment A to the Agreement in its entirety with Table A-2 as attached to this Change Order, which incorporates the updated FEED deliverables for LNG Berth 3.
|
7.
|
Add Schedule A-3 (“LNG Berth 3 Scope of Work”), as attached to this Change Order, to Attachment A to the Agreement.
|
8.
|
Add Schedule C-3 (“Milestone Payment Schedule for Subproject 6(b)”), as attached to this Change Order, to Attachment C to the Agreement.
|
9.
|
Add Schedule C-4 (“Monthly Payment Schedule for Subproject 6(b)”), as attached to this Change Order, to Attachment C to the Agreement.
|
10.
|
Replace Attachment E to the Agreement in its entirety with Attachment E as attached to this Change Order.
|
11.
|
Add Schedule H-7 (“Limited Notice to Proceed No. 2 for Subproject 6(b)”), as attached to this Change Order, to Attachment H to the Agreement.
|
12.
|
Replace Attachment T to the Agreement in its entirety with Attachment T as attached to this Change Order, which incorporates the Subproject 6(b) Delay Liquidated Damages.
|
13.
|
Replace Attachment U to the Agreement in its entirety with Attachment U as attached to this Change Order.
|
14.
|
Replace Attachment Z to the Agreement in its entirety with Attachment Z as attached to this Change Order.
|
15.
|
Add Schedule EE-3 (“Provisional Sums to be Fixed Based on Notice to Proceed for Subproject 6(b)”), as attached to this Change Order, to Attachment EE to the Agreement.
|
16.
|
Add Schedule EE-4 (“Provisional Sums to be Adjusted during Project Execution for Subproject 6(b)”), as attached to this Change Order, to Attachment EE to the Agreement.
|
1.
|
The original Contract Price Applicable to Subproject 6(a) was................................................................
|
$
|
2,016,892,573
|
|
2.
|
Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#00001-00008)..........................................................................................................................................
|
$
|
(3,370,841
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
2,013,521,732
|
|
4.
|
The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of...................................................................................................................................................
|
$
|
—
|
|
5.
|
The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order................
|
$
|
—
|
|
6.
|
The Contract Price Applicable to Subproject 6(a) including this Change Order will be...........................
|
$
|
2,013,521,732
|
|
7.
|
The original Contract Price Applicable to Subproject 6(b) was................................................................
|
$
|
—
|
|
8.
|
Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders.
|
$
|
—
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
—
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be increased by this Change Order in the amount of...................................................................................................................................................
|
$
|
457,696,000
|
|
11.
|
The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................
|
$
|
—
|
|
12.
|
The Contract Price Applicable to Subproject 6(b) including this Change Order will be..........................
|
$
|
457,696,000
|
|
13.
|
The original Contract Price was (add lines 1 and 7)..................................................................................
|
$
|
2,016,892,573
|
|
14.
|
The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................
|
$
|
2,013,521,732
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4 and 10)..........
|
$
|
457,696,000
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,471,217,732
|
|
•
|
The Guaranteed Substantial Completion Date for Subproject 6(b) is One Thousand Four Hundred Seventy-Six (1,476) Days after issuance of LNTP No. 1 for Subproject 6(b).
|
•
|
The Target Substantial Completion Date for Subproject 6(b) is One Hundred Sixty-Seven (167) Days before the Guaranteed Substantial Completion Date for Subproject 6(b).
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Manager, PVP
|
Title
|
|
Title
|
September 25, 2019
|
|
September 25, 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility
OWNER: Sabine Pass Liquefaction, LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 7, 2018
|
CHANGE ORDER NUMBER: CO-00010
DATE OF CHANGE ORDER: September 16, 2019
|
1.
|
In accordance with Article 6.1.B (Change Orders Requested by Owner), the Parties agree this Change Order includes costs associated with Owner’s request for Contractor to engage with the cold box Supplier (Linde) for a potential re-design of the Train 6 cold boxes to minimize the number of transition joints. This Change Order is in accordance with the approved Trend No. S4-0008, which includes the following:
|
i.
|
Ethylene Cold Box, E-1504 A/B: Supplier to relocate transition joints from the vertical position to the horizontal position in the shop prior to shipment.
|
ii.
|
Ethylene Cold Box, E-1504 A/B: Add an additional level transmitter. Supplier to add taps in the shop prior to shipment. Top tap will be outside the cold box (common with the existing level transmitter), and bottom tap to be added to piping below vessel (outside cold box). Level transmitter will be used to confirm there is no liquid remaining in the core prior to restart.
|
iii.
|
Methane Cold Box: Supplier to remove individual transition joints on E-1605 ‘A’ pass inlet & outlet and replace with a single transition joint on inlet header for ‘A’ pass and aluminum flange on outlet of ‘A’ pass at PV-16002 in the shop prior to shipment.
|
2.
|
In accordance with Article 6.1.B (Change Orders Requested by Owner), the Parties agree this Change Order includes costs associated with Owner’s request for Contractor to engage with the cold box Supplier (Linde) for the addition of inspection boxes on the Methane Cold Box. This Change Order is in accordance with the approved Trend No. S4-0036, which includes the following:
|
i.
|
Methane Cold Box: Supplier to provide five (5) external inspection boxes around relocated transition joints on P11, N18, N20, N40 and flange on S13, in order to provide protection for the transition joint / flange and aluminum piping. All Work to be performed in Supplier’s shop prior to shipment.
|
3.
|
The detailed cost breakdown for the Train 6 Cold Box Redesign Scope of Work (Section 1 Above) of this Change Order is detailed in Exhibit A of this Change Order.
|
4.
|
The detailed cost breakdown for the Addition of Inspection Boxes on Methane Cold Box Scope of Work (Section 2 Above) of this Change Order is detailed in Exhibit B of this Change Order
|
5.
|
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.........................................................................................................................
|
$
|
2,016,892,573
|
|
Net change by previously authorized Change Orders Applicable to Subproject 6(a) (00001-00008)..............
|
$
|
(3,370,841
|
)
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,013,521,732
|
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of........................................................................................................................................................................
|
$
|
1,956,641
|
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order in the amount of
|
$
|
—
|
|
The Provisional Sum will be increased by this Change Order in the amount of...............................................
|
$
|
—
|
|
The Contract Price will be increased by this Change Order in the amount of...................................................
|
$
|
1,956,641
|
|
The new Contract Price including this Change Order will be...........................................................................
|
$
|
2,015,478,373
|
|
/s/ David Craft
|
|
/s/ Maurissa D. Rogers
|
Owner
|
|
Contractor
|
David Craft
|
|
Maurissa D. Rogers
|
Name
|
|
Name
|
SVP E&C
|
|
Sr Project Mgr, PVP
|
Title
|
|
Title
|
September 19, 2019
|
|
September 16, 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;
|
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 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.
|
/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.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
Chief Financial Officer of |
Cheniere Energy, Inc.
|