|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
June 30,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,039
|
|
|
$
|
2,474
|
|
Restricted cash
|
505
|
|
|
520
|
|
||
Accounts and other receivables, net
|
646
|
|
|
491
|
|
||
Inventory
|
207
|
|
|
312
|
|
||
Derivative assets
|
284
|
|
|
323
|
|
||
Other current assets
|
146
|
|
|
92
|
|
||
Total current assets
|
3,827
|
|
|
4,212
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
29,950
|
|
|
29,673
|
|
||
Operating lease assets, net
|
520
|
|
|
439
|
|
||
Non-current derivative assets
|
589
|
|
|
174
|
|
||
Goodwill
|
77
|
|
|
77
|
|
||
Deferred tax assets
|
337
|
|
|
529
|
|
||
Other non-current assets, net
|
546
|
|
|
388
|
|
||
Total assets
|
$
|
35,846
|
|
|
$
|
35,492
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
26
|
|
|
$
|
66
|
|
Accrued liabilities
|
735
|
|
|
1,281
|
|
||
Current debt
|
237
|
|
|
—
|
|
||
Deferred revenue
|
23
|
|
|
161
|
|
||
Current operating lease liabilities
|
179
|
|
|
236
|
|
||
Derivative liabilities
|
239
|
|
|
117
|
|
||
Other current liabilities
|
25
|
|
|
13
|
|
||
Total current liabilities
|
1,464
|
|
|
1,874
|
|
||
|
|
|
|
||||
Long-term debt, net
|
30,807
|
|
|
30,774
|
|
||
Non-current operating lease liabilities
|
347
|
|
|
189
|
|
||
Non-current finance lease liabilities
|
58
|
|
|
58
|
|
||
Non-current derivative liabilities
|
161
|
|
|
151
|
|
||
Other non-current liabilities
|
13
|
|
|
11
|
|
||
|
|
|
|
||||
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: 272.9 million shares at June 30, 2020 and 270.7 million shares at December 31, 2019
|
|
|
|
|
|
||
Outstanding: 252.2 million shares at June 30, 2020 and 253.6 million shares at December 31, 2019
|
1
|
|
|
1
|
|
||
Treasury stock: 20.7 million shares and 17.1 million shares at June 30, 2020 and December 31, 2019, respectively, at cost
|
(870
|
)
|
|
(674
|
)
|
||
Additional paid-in-capital
|
4,227
|
|
|
4,167
|
|
||
Accumulated deficit
|
(2,936
|
)
|
|
(3,508
|
)
|
||
Total stockholders’ equity (deficit)
|
422
|
|
|
(14
|
)
|
||
Non-controlling interest
|
2,574
|
|
|
2,449
|
|
||
Total equity
|
2,996
|
|
|
2,435
|
|
||
Total liabilities and stockholders’ equity
|
$
|
35,846
|
|
|
$
|
35,492
|
|
|
(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 June 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.9 billion and $18.1 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
LNG revenues
|
$
|
2,295
|
|
|
$
|
2,173
|
|
|
$
|
4,863
|
|
|
$
|
4,316
|
|
Regasification revenues
|
68
|
|
|
67
|
|
|
135
|
|
|
133
|
|
||||
Other revenues
|
39
|
|
|
52
|
|
|
113
|
|
|
104
|
|
||||
Total revenues
|
2,402
|
|
|
2,292
|
|
|
5,111
|
|
|
4,553
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales (excluding items shown separately below)
|
803
|
|
|
1,277
|
|
|
1,527
|
|
|
2,491
|
|
||||
Operating and maintenance expense
|
355
|
|
|
295
|
|
|
671
|
|
|
516
|
|
||||
Development expense
|
1
|
|
|
3
|
|
|
5
|
|
|
4
|
|
||||
Selling, general and administrative expense
|
73
|
|
|
77
|
|
|
154
|
|
|
150
|
|
||||
Depreciation and amortization expense
|
233
|
|
|
204
|
|
|
466
|
|
|
348
|
|
||||
Impairment expense and loss on disposal of assets
|
—
|
|
|
4
|
|
|
5
|
|
|
6
|
|
||||
Total operating costs and expenses
|
1,465
|
|
|
1,860
|
|
|
2,828
|
|
|
3,515
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
937
|
|
|
432
|
|
|
2,283
|
|
|
1,038
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of capitalized interest
|
(407
|
)
|
|
(372
|
)
|
|
(819
|
)
|
|
(619
|
)
|
||||
Loss on modification or extinguishment of debt
|
(43
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
||||
Interest rate derivative loss, net
|
(25
|
)
|
|
(74
|
)
|
|
(233
|
)
|
|
(109
|
)
|
||||
Other income, net
|
5
|
|
|
16
|
|
|
14
|
|
|
32
|
|
||||
Total other expense
|
(470
|
)
|
|
(430
|
)
|
|
(1,082
|
)
|
|
(696
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes and non-controlling interest
|
467
|
|
|
2
|
|
|
1,201
|
|
|
342
|
|
||||
Income tax provision
|
(63
|
)
|
|
—
|
|
|
(194
|
)
|
|
(3
|
)
|
||||
Net income
|
404
|
|
|
2
|
|
|
1,007
|
|
|
339
|
|
||||
Less: net income attributable to non-controlling interest
|
207
|
|
|
116
|
|
|
435
|
|
|
312
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
197
|
|
|
$
|
(114
|
)
|
|
$
|
572
|
|
|
$
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to common stockholders—basic (1)
|
$
|
0.78
|
|
|
$
|
(0.44
|
)
|
|
$
|
2.27
|
|
|
$
|
0.11
|
|
Net income (loss) per share attributable to common stockholders—diluted (1)
|
$
|
0.78
|
|
|
$
|
(0.44
|
)
|
|
$
|
2.26
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding—basic
|
252.1
|
|
|
257.4
|
|
|
252.6
|
|
|
257.3
|
|
||||
Weighted average number of common shares outstanding—diluted
|
252.4
|
|
|
257.4
|
|
|
253.3
|
|
|
258.6
|
|
|
(1)
|
Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented.
|
Three and Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
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, 2019
|
253.6
|
|
|
$
|
1
|
|
|
17.1
|
|
|
$
|
(674
|
)
|
|
$
|
4,167
|
|
|
$
|
(3,508
|
)
|
|
$
|
2,449
|
|
|
$
|
2,435
|
|
Vesting of restricted stock units and performance stock units
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||||
Issued shares withheld from employees related to share-based compensation, at cost
|
(0.7
|
)
|
|
—
|
|
|
0.7
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Shares repurchased, at cost
|
(2.9
|
)
|
|
—
|
|
|
2.9
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|
228
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
(154
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375
|
|
|
—
|
|
|
375
|
|
||||||
Balance at March 31, 2020
|
252.1
|
|
|
1
|
|
|
20.7
|
|
|
(868
|
)
|
|
4,196
|
|
|
(3,133
|
)
|
|
2,523
|
|
|
2,719
|
|
||||||
Vesting of restricted stock units and performance stock units
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Issued shares withheld from employees related to share-based compensation, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
207
|
|
||||||
Distributions and dividends to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
(156
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
197
|
|
||||||
Balance at June 30, 2020
|
252.2
|
|
|
$
|
1
|
|
|
20.7
|
|
|
$
|
(870
|
)
|
|
$
|
4,227
|
|
|
$
|
(2,936
|
)
|
|
$
|
2,574
|
|
|
$
|
2,996
|
|
Three and Six Months Ended June 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
|
|
||||||
Issued 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
|
|
||||||
Issued 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
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
1,007
|
|
|
$
|
339
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
466
|
|
|
348
|
|
||
Share-based compensation expense
|
57
|
|
|
61
|
|
||
Non-cash interest expense
|
34
|
|
|
93
|
|
||
Amortization of debt issuance costs, premium and discount
|
70
|
|
|
44
|
|
||
Non-cash operating lease costs
|
166
|
|
|
158
|
|
||
Loss on modification or extinguishment of debt
|
44
|
|
|
—
|
|
||
Total gains on derivatives, net
|
(361
|
)
|
|
(147
|
)
|
||
Net cash provided by settlement of derivative instruments
|
117
|
|
|
62
|
|
||
Impairment expense and loss on disposal of assets
|
5
|
|
|
6
|
|
||
Impairment or loss on equity method investments
|
1
|
|
|
2
|
|
||
Deferred taxes
|
192
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables, net
|
(155
|
)
|
|
59
|
|
||
Inventory
|
104
|
|
|
33
|
|
||
Other current assets
|
(37
|
)
|
|
(46
|
)
|
||
Accounts payable and accrued liabilities
|
(369
|
)
|
|
(80
|
)
|
||
Deferred revenue
|
(138
|
)
|
|
(2
|
)
|
||
Operating lease liabilities
|
(145
|
)
|
|
(163
|
)
|
||
Other, net
|
(30
|
)
|
|
(7
|
)
|
||
Net cash provided by operating activities
|
1,028
|
|
|
760
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Property, plant and equipment, net
|
(983
|
)
|
|
(1,508
|
)
|
||
Investment in equity method investment
|
(100
|
)
|
|
(34
|
)
|
||
Other
|
(7
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(1,090
|
)
|
|
(1,542
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuances of debt
|
2,597
|
|
|
2,021
|
|
||
Repayments of debt
|
(2,380
|
)
|
|
(630
|
)
|
||
Debt issuance and other financing costs
|
(59
|
)
|
|
(20
|
)
|
||
Debt extinguishment costs
|
(40
|
)
|
|
—
|
|
||
Distributions and dividends to non-controlling interest
|
(310
|
)
|
|
(290
|
)
|
||
Payments related to tax withholdings for share-based compensation
|
(41
|
)
|
|
(14
|
)
|
||
Repurchase of common stock
|
(155
|
)
|
|
(3
|
)
|
||
Other
|
—
|
|
|
2
|
|
||
Net cash provided by (used in) financing activities
|
(388
|
)
|
|
1,066
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(450
|
)
|
|
284
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
2,994
|
|
|
3,156
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
2,544
|
|
|
$
|
3,440
|
|
|
June 30,
|
||
|
2020
|
||
Cash and cash equivalents
|
$
|
2,039
|
|
Restricted cash
|
505
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
2,544
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Current restricted cash
|
|
|
|
|
||||
SPL Project
|
|
$
|
167
|
|
|
$
|
181
|
|
CCL Project
|
|
101
|
|
|
80
|
|
||
Cash held by our subsidiaries restricted to Cheniere
|
|
237
|
|
|
259
|
|
||
Total current restricted cash
|
|
$
|
505
|
|
|
$
|
520
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Trade receivables
|
|
|
|
|
||||
SPL and CCL
|
|
$
|
467
|
|
|
$
|
328
|
|
Cheniere Marketing
|
|
41
|
|
|
113
|
|
||
Other accounts receivable
|
|
138
|
|
|
50
|
|
||
Total accounts and other receivables, net
|
|
$
|
646
|
|
|
$
|
491
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Natural gas
|
|
$
|
18
|
|
|
$
|
16
|
|
LNG
|
|
24
|
|
|
67
|
|
||
LNG in-transit
|
|
21
|
|
|
93
|
|
||
Materials and other
|
|
144
|
|
|
136
|
|
||
Total inventory
|
|
$
|
207
|
|
|
$
|
312
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal and interconnecting pipeline facilities
|
|
$
|
27,453
|
|
|
$
|
27,305
|
|
LNG site and related costs
|
|
322
|
|
|
322
|
|
||
LNG terminal construction-in-process
|
|
4,484
|
|
|
3,903
|
|
||
Accumulated depreciation
|
|
(2,494
|
)
|
|
(2,049
|
)
|
||
Total LNG terminal costs, net
|
|
29,765
|
|
|
29,481
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
24
|
|
|
23
|
|
||
Furniture and fixtures
|
|
19
|
|
|
22
|
|
||
Computer software
|
|
114
|
|
|
110
|
|
||
Leasehold improvements
|
|
43
|
|
|
42
|
|
||
Land
|
|
59
|
|
|
59
|
|
||
Other
|
|
25
|
|
|
21
|
|
||
Accumulated depreciation
|
|
(154
|
)
|
|
(141
|
)
|
||
Total fixed assets and other, net
|
|
130
|
|
|
136
|
|
||
Assets under finance lease
|
|
|
|
|
||||
Tug vessels
|
|
60
|
|
|
60
|
|
||
Accumulated depreciation
|
|
(5
|
)
|
|
(4
|
)
|
||
Total assets under finance lease, net
|
|
55
|
|
|
56
|
|
||
Property, plant and equipment, net
|
|
$
|
29,950
|
|
|
$
|
29,673
|
|
•
|
interest rate swaps (“CCH Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on CCH’s amended and restated credit facility (the “CCH Credit Facility”) and to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives” and, collectively with the CCH Interest Rate Derivatives, the “Interest Rate Derivatives”);
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Projects 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
|
||||||||||||||||||||||||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
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 liability
|
$
|
—
|
|
|
$
|
(191
|
)
|
|
$
|
—
|
|
|
$
|
(191
|
)
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
CCH Interest Rate Forward Start Derivatives liability
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
11
|
|
|
(1
|
)
|
|
590
|
|
|
600
|
|
|
5
|
|
|
6
|
|
|
138
|
|
|
149
|
|
||||||||
LNG Trading Derivatives asset (liability)
|
(2
|
)
|
|
153
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
||||||||
FX Derivatives asset
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Range of Significant Unobservable Inputs / Weighted Average (1)
|
Physical Liquefaction Supply Derivatives
|
|
$590
|
|
Market approach incorporating present value techniques
|
|
Henry Hub basis spread
|
|
$(0.546) - $0.172 / $(0.023)
|
|
|
|
|
Option pricing model
|
|
International LNG pricing spread, relative to Henry Hub (2)
|
|
46% - 171% / 126%
|
|
(1)
|
Unobservable inputs were weighted by the relative fair value of the instruments.
|
(2)
|
Spread contemplates U.S. dollar-denominated pricing.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Balance, beginning of period
|
|
$
|
674
|
|
|
$
|
31
|
|
|
$
|
138
|
|
|
$
|
(29
|
)
|
Realized and mark-to-market gains:
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of sales
|
|
(84
|
)
|
|
7
|
|
|
452
|
|
|
23
|
|
||||
Purchases and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Purchases
|
|
(4
|
)
|
|
50
|
|
|
(3
|
)
|
|
50
|
|
||||
Settlements
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
45
|
|
||||
Transfers into Level 3, net (1)
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Balance, end of period
|
|
$
|
590
|
|
|
$
|
89
|
|
|
$
|
590
|
|
|
$
|
89
|
|
Change in unrealized gains (losses) relating to instruments still held at end of period
|
|
$
|
(84
|
)
|
|
$
|
7
|
|
|
$
|
452
|
|
|
$
|
23
|
|
|
(1)
|
Transferred into Level 3 as a result of unobservable market, or out of Level 3 as a result of observable market, for the underlying natural gas purchase agreements.
|
|
|
Notional Amounts
|
|
|
|
|
|
|
||
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Term
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
CCH Interest Rate Derivatives
|
|
$4.7 billion
|
|
$4.5 billion
|
|
May 31, 2022 (1)
|
|
2.30%
|
|
One-month LIBOR
|
CCH Interest Rate Forward Start Derivatives
|
|
$250 million
|
|
$250 million
|
|
September 30, 2020 (2)
|
|
2.05%
|
|
Three-month LIBOR
|
CCH Interest Rate Forward Start Derivatives
|
|
$500 million
|
|
$500 million
|
|
December 31, 2020 (2)
|
|
2.06%
|
|
Three-month LIBOR
|
|
(1)
|
Represents the maturity date.
|
(2)
|
Represents the effective date. These forward start derivatives have terms of 10 years with a mandatory termination date consistent with the effective date.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
CCH Interest Rate Derivatives
|
|
CCH Interest Rate Forward Start Derivatives
|
|
Total
|
|
CCH Interest Rate Derivatives
|
|
CCH Interest Rate Forward Start Derivatives
|
|
Total
|
||||||||||||
Consolidated Balance Sheets Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
$
|
(100
|
)
|
|
$
|
(102
|
)
|
|
$
|
(202
|
)
|
|
$
|
(32
|
)
|
|
$
|
(8
|
)
|
|
$
|
(40
|
)
|
Non-current derivative liabilities
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||
Total derivative liabilities
|
$
|
(191
|
)
|
|
$
|
(102
|
)
|
|
$
|
(293
|
)
|
|
$
|
(81
|
)
|
|
$
|
(8
|
)
|
|
$
|
(89
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
CCH Interest Rate Derivatives loss
|
|
$
|
(15
|
)
|
|
$
|
(67
|
)
|
|
$
|
(138
|
)
|
|
$
|
(102
|
)
|
CCH Interest Rate Forward Start Derivatives loss
|
|
(10
|
)
|
|
(7
|
)
|
|
(95
|
)
|
|
(7
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives (2)
|
|
Total
|
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives (2)
|
|
Total
|
||||||||||||
Consolidated Balance Sheets Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
$
|
133
|
|
|
$
|
138
|
|
|
$
|
271
|
|
|
$
|
93
|
|
|
$
|
225
|
|
|
$
|
318
|
|
Non-current derivative assets
|
564
|
|
|
23
|
|
|
587
|
|
|
174
|
|
|
—
|
|
|
174
|
|
||||||
Total derivative assets
|
697
|
|
|
161
|
|
|
858
|
|
|
267
|
|
|
225
|
|
|
492
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
(27
|
)
|
|
(10
|
)
|
|
(37
|
)
|
|
(16
|
)
|
|
(60
|
)
|
|
(76
|
)
|
||||||
Non-current derivative liabilities
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
||||||
Total derivative liabilities
|
(97
|
)
|
|
(10
|
)
|
|
(107
|
)
|
|
(118
|
)
|
|
(60
|
)
|
|
(178
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset, net
|
$
|
600
|
|
|
$
|
151
|
|
|
$
|
751
|
|
|
$
|
149
|
|
|
$
|
165
|
|
|
$
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notional amount, net (in TBtu) (3)
|
10,264
|
|
|
19
|
|
|
|
|
9,177
|
|
|
4
|
|
|
|
|
(1)
|
Does not include collateral posted with counterparties by us of $2 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively. Includes derivative assets of $5 million and $3 million as of June 30, 2020 and December 31, 2019,
|
(2)
|
Does not include collateral posted with counterparties by us of $17 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively.
|
(3)
|
Includes 182 TBtu and 120 TBtu as of June 30, 2020 and December 31, 2019, respectively, for natural gas supply contracts that SPL and CCL have with related parties.
|
|
Consolidated Statements of Operations Location (1)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
LNG Trading Derivatives gain (loss)
|
LNG revenues
|
|
$
|
(34
|
)
|
|
$
|
94
|
|
|
$
|
106
|
|
|
$
|
158
|
|
LNG Trading Derivatives gain (loss)
|
Cost of sales
|
|
34
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||
Liquefaction Supply Derivatives gain (loss) (2)
|
LNG revenues
|
|
(13
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|
1
|
|
||||
Liquefaction Supply Derivatives gain (loss) (2)(3)
|
Cost of sales
|
|
(62
|
)
|
|
57
|
|
|
475
|
|
|
139
|
|
|
(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)
|
CCL recorded $25 million and $24 million in cost of sales under a natural gas supply contract with a related party during the three months ended June 30, 2020 and 2019, respectively, including $1 million of Liquefaction Supply Derivatives gain and $1 million of Liquefaction Supply Derivatives loss, respectively. During the six months ended June 30, 2020 and 2019, CCL recorded $48 million and $36 million in cost of sales under a natural gas supply contract with a related party, respectively, including $2 million of Liquefaction Supply Derivatives gain and $3 million of Liquefaction Supply Derivatives loss, respectively. As of June 30, 2020 and December 31, 2019, $8 million and $3 million, respectively, were included in accrued liabilities related to this contract.
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Consolidated Balance Sheets Location
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
FX Derivatives
|
Derivative assets
|
|
$
|
13
|
|
|
$
|
5
|
|
FX Derivatives
|
Non-current derivative assets
|
|
2
|
|
|
—
|
|
||
FX Derivatives
|
Derivative liabilities
|
|
—
|
|
|
(1
|
)
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
Consolidated Statements of Operations Location
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
FX Derivatives gain
|
LNG revenues
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
9
|
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
Offsetting Derivative Assets (Liabilities)
|
|
|
|
|||||||||
As of June 30, 2020
|
|
|
|
|
|
|
||||||
CCH Interest Rate Derivatives
|
|
$
|
(191
|
)
|
|
$
|
—
|
|
|
$
|
(191
|
)
|
CCH Interest Rate Forward Start Derivatives
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|||
Liquefaction Supply Derivatives
|
|
715
|
|
|
(18
|
)
|
|
697
|
|
|||
Liquefaction Supply Derivatives
|
|
(102
|
)
|
|
5
|
|
|
(97
|
)
|
|||
LNG Trading Derivatives
|
|
163
|
|
|
(2
|
)
|
|
161
|
|
|||
LNG Trading Derivatives
|
|
(21
|
)
|
|
11
|
|
|
(10
|
)
|
|||
FX Derivatives
|
|
22
|
|
|
(7
|
)
|
|
15
|
|
|||
As of December 31, 2019
|
|
|
|
|
|
|
|
|||||
CCH Interest Rate Derivatives
|
|
$
|
(81
|
)
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
CCH Interest Rate Forward Start Derivatives
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Liquefaction Supply Derivatives
|
|
281
|
|
|
(14
|
)
|
|
267
|
|
|||
Liquefaction Supply Derivatives
|
|
(126
|
)
|
|
8
|
|
|
(118
|
)
|
|||
LNG Trading Derivatives
|
|
229
|
|
|
(4
|
)
|
|
225
|
|
|||
LNG Trading Derivatives
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|||
FX Derivatives
|
|
9
|
|
|
(4
|
)
|
|
5
|
|
|||
FX Derivatives
|
|
(6
|
)
|
|
5
|
|
|
(1
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Advances made to municipalities for water system enhancements
|
|
$
|
86
|
|
|
$
|
87
|
|
Advances and other asset conveyances to third parties to support LNG terminals
|
|
61
|
|
|
55
|
|
||
Advances made under EPC and non-EPC contracts
|
|
6
|
|
|
29
|
|
||
Equity method investments
|
|
206
|
|
|
108
|
|
||
Debt issuance costs and debt discount, net
|
|
86
|
|
|
45
|
|
||
Tax-related payments and receivables
|
|
20
|
|
|
20
|
|
||
Contract assets, net
|
|
58
|
|
|
18
|
|
||
Other
|
|
23
|
|
|
26
|
|
||
Total other non-current assets, net
|
|
$
|
546
|
|
|
$
|
388
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Interest costs and related debt fees
|
|
$
|
249
|
|
|
$
|
293
|
|
Accrued natural gas purchases
|
|
202
|
|
|
460
|
|
||
LNG terminals and related pipeline costs
|
|
108
|
|
|
327
|
|
||
Compensation and benefits
|
|
57
|
|
|
115
|
|
||
Accrued LNG inventory
|
|
11
|
|
|
6
|
|
||
Other accrued liabilities
|
|
108
|
|
|
80
|
|
||
Total accrued liabilities
|
|
$
|
735
|
|
|
$
|
1,281
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Long-term debt:
|
|
|
|
|
||||
SPL
|
|
|
|
|
||||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”)
|
|
$
|
—
|
|
|
$
|
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
|
|
||
4.500% Senior Secured Notes due 2030 (“2030 SPL Senior Notes”)
|
|
2,000
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
|
|
800
|
|
|
800
|
|
||
$1.2 billion SPL Working Capital Facility executed in 2020 (“2020 SPL Working Capital Facility”)
|
|
—
|
|
|
—
|
|
||
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
|
|
|
1,500
|
|
||
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
|
|
||
3.700% Senior Secured Notes due 2029 (“2029 CCH Senior Notes”)
|
|
1,500
|
|
|
1,500
|
|
||
4.80% Senior Secured Notes due 2039 (“4.80% CCH Senior Notes”)
|
|
727
|
|
|
727
|
|
||
3.925% Senior Secured Notes due 2039 (“3.925% CCH Senior Notes”)
|
|
475
|
|
|
475
|
|
||
CCH Credit Facility
|
|
3,283
|
|
|
3,283
|
|
||
CCH HoldCo II
|
|
|
|
|
||||
11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
|
|
1,278
|
|
|
1,578
|
|
||
Cheniere
|
|
|
|
|
||||
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)
|
|
1,216
|
|
|
1,278
|
|
||
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”)
|
|
375
|
|
|
—
|
|
||
$2.62 billion Cheniere Term Loan Credit Agreement (“Cheniere Term Loan Facility”)
|
|
—
|
|
|
—
|
|
||
Unamortized premium, discount and debt issuance costs, net
|
|
(672
|
)
|
|
(692
|
)
|
||
Total long-term debt, net
|
|
30,807
|
|
|
30,774
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
2021 Cheniere Convertible Unsecured Notes
|
|
93
|
|
|
—
|
|
||
$1.2 billion SPL Working Capital Facility executed in 2015 (“2015 SPL Working Capital Facility”)
|
|
—
|
|
|
—
|
|
||
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)
|
|
141
|
|
|
—
|
|
||
Cheniere Marketing trade finance facilities
|
|
6
|
|
|
—
|
|
||
Unamortized premium, discount and debt issuance costs, net
|
|
(3
|
)
|
|
—
|
|
||
Total current debt
|
|
237
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
31,044
|
|
|
$
|
30,774
|
|
|
|
2020 SPL Working Capital Facility
|
|
2019 CQP Credit Facilities
|
|
CCH Credit Facility
|
|
CCH Working Capital Facility
|
|
Cheniere Revolving Credit Facility
|
|
Cheniere Term Loan Facility (1)
|
||||||||||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
1,500
|
|
|
$
|
8,404
|
|
|
$
|
350
|
|
|
$
|
750
|
|
|
$
|
2,620
|
|
Incremental commitments
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|
850
|
|
|
500
|
|
|
—
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Outstanding balance
|
|
—
|
|
|
—
|
|
|
3,283
|
|
|
141
|
|
|
375
|
|
|
—
|
|
||||||
Commitments prepaid or terminated
|
|
—
|
|
|
750
|
|
|
6,687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Letters of credit issued
|
|
409
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
313
|
|
|
—
|
|
||||||
Available commitment
|
|
$
|
791
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
667
|
|
|
$
|
562
|
|
|
$
|
2,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate on available balance
|
|
LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%
|
|
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%
|
|
(2)
|
||||||||||||
Weighted average interest rate of outstanding balance
|
|
n/a
|
|
n/a
|
|
1.93%
|
|
1.43%
|
|
1.93%
|
|
n/a
|
||||||||||||
Maturity date
|
|
March 19, 2025
|
|
May 29, 2024
|
|
June 30, 2024
|
|
June 29, 2023
|
|
December 13, 2022
|
|
June 18, 2023
|
|
(1)
|
In July 2020, we received incremental commitments of $75 million and borrowed $2,323 million under the Cheniere Term Loan Facility, which reduced the available commitment to $372 million following these transactions.
|
(2)
|
LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity.
|
|
|
2021 Cheniere Convertible Unsecured Notes (1)
|
|
2025 CCH HoldCo II Convertible Senior Notes
|
|
2045 Cheniere Convertible Senior Notes
|
||||||
Aggregate original principal
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
625
|
|
Add: interest paid-in-kind
|
|
309
|
|
|
578
|
|
|
—
|
|
|||
Less: aggregate principal redeemed
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|||
Aggregate remaining principal
|
|
$
|
1,309
|
|
|
$
|
1,278
|
|
|
$
|
625
|
|
|
|
|
|
|
|
|
||||||
Debt component, net of discount and debt issuance costs
|
|
$
|
1,271
|
|
|
$
|
1,264
|
|
|
$
|
316
|
|
Equity component
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
194
|
|
Interest payment method
|
|
Paid-in-kind
|
|
|
Paid-in-kind / cash (2)
|
|
|
Cash
|
|
|||
Conversion by us (3)
|
|
—
|
|
|
(4)
|
|
|
(5)
|
|
|||
Conversion by holders (3)
|
|
(6)
|
|
|
(4)
|
|
|
(7)
|
|
|||
Conversion basis
|
|
Cash and/or stock
|
|
|
Cash and/or stock
|
|
|
Cash and/or stock
|
|
|||
Conversion value in excess of principal
|
|
$
|
—
|
|
|
n/a
|
|
|
$
|
—
|
|
|
Maturity date
|
|
May 28, 2021
|
|
|
May 13, 2025
|
|
|
March 15, 2045
|
|
|||
Contractual interest rate
|
|
4.875
|
%
|
|
11.0
|
%
|
|
4.25
|
%
|
|||
Effective interest rate (8)
|
|
8.1
|
%
|
|
15.6
|
%
|
|
9.4
|
%
|
|||
Remaining debt discount and debt issuance costs amortization period (9)
|
|
0.9 years
|
|
|
0.3 years
|
|
|
24.7 years
|
|
|
(1)
|
In July 2020, we subsequently repurchased $844 million in aggregate principal amount of outstanding notes at individually negotiated prices from a small number of investors. The aggregate remaining principal after this repurchase was $465 million, which exceeded the remaining commitments under the Cheniere Term Loan Facility by $93 million. As such, $93 million has been reflected as current debt on our Consolidated Balance Sheet as of June 30, 2020.
|
(2)
|
Prior to the substantial completion of Train 2 of the CCL Project in August 2019, interest was paid entirely in kind. Following substantial completion, the interest has been paid in cash; however, a portion of the interest may, in the future, be paid in kind under certain specified circumstances.
|
(3)
|
Conversion is subject to various limitations and conditions.
|
(4)
|
Convertible into cash or stock at our option on or after March 1, 2020 until September 2, 2020, and into stock upon conversion notice by us or note holders after September 2, 2020, provided that our market capitalization is not less than $10.0 billion (“Eligible Conversion Date”). The conversion price for stock 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. The conversion price for cash is $1,080 per $1,000 principal amount of the notes. We redeemed an aggregate outstanding principal amount of $300 million in March 2020 and redeemed the remaining outstanding principal amount in July 2020, both with cash.
|
(5)
|
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.
|
(6)
|
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.
|
(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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest cost on convertible notes:
|
|
|
|
|
|
|
|
|
||||||||
Interest per contractual rate
|
|
$
|
57
|
|
|
$
|
64
|
|
|
$
|
120
|
|
|
$
|
126
|
|
Amortization of debt discount
|
|
20
|
|
|
9
|
|
|
34
|
|
|
19
|
|
||||
Amortization of debt issuance costs
|
|
4
|
|
|
3
|
|
|
7
|
|
|
6
|
|
||||
Total interest cost related to convertible notes
|
|
81
|
|
|
76
|
|
|
161
|
|
|
151
|
|
||||
Interest cost on debt and finance leases excluding convertible notes
|
|
388
|
|
|
382
|
|
|
779
|
|
|
755
|
|
||||
Total interest cost
|
|
469
|
|
|
458
|
|
|
940
|
|
|
906
|
|
||||
Capitalized interest
|
|
(62
|
)
|
|
(86
|
)
|
|
(121
|
)
|
|
(287
|
)
|
||||
Total interest expense, net of capitalized interest
|
|
$
|
407
|
|
|
$
|
372
|
|
|
$
|
819
|
|
|
$
|
619
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Senior notes (1)
|
|
$
|
22,700
|
|
|
$
|
24,698
|
|
|
$
|
22,700
|
|
|
$
|
24,650
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
948
|
|
|
800
|
|
|
934
|
|
||||
4.80% CCH Senior Notes (2)
|
|
727
|
|
|
841
|
|
|
727
|
|
|
830
|
|
||||
3.925% CCH Senior Notes (2)
|
|
475
|
|
|
502
|
|
|
475
|
|
|
495
|
|
||||
Credit facilities (3)
|
|
3,805
|
|
|
3,805
|
|
|
3,283
|
|
|
3,283
|
|
||||
2021 Cheniere Convertible Unsecured Notes (2)
|
|
1,309
|
|
|
1,332
|
|
|
1,278
|
|
|
1,312
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (2)
|
|
1,278
|
|
|
1,495
|
|
|
1,578
|
|
|
1,807
|
|
||||
2045 Cheniere Convertible Senior Notes (4)
|
|
625
|
|
|
394
|
|
|
625
|
|
|
498
|
|
|
(1)
|
Includes (1) the SPL Senior Notes except the 2037 SPL Senior Notes, (2) all series of the CQP senior notes including the 2025 CQP Senior Notes, 2026 CQP Senior Notes and 2029 CQP Senior Notes and (3) the CCH senior notes sold on a private placement basis in reliance on Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S thereunder including the 2024 CCH Senior Notes, 2025 CCH Senior Notes, 2027 CCH Senior Notes and 2029 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 2015 SPL Working Capital Facility, 2020 SPL Working Capital Facility, 2019 CQP Credit Facilities, CCH Credit Facility, CCH Working Capital Facility, Cheniere Revolving Credit Facility, Cheniere Term Loan Facility and Cheniere
|
(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 Sheets Location
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Right-of-use assets—Operating
|
Operating lease assets, net
|
|
$
|
520
|
|
|
$
|
439
|
|
Right-of-use assets—Financing
|
Property, plant and equipment, net
|
|
55
|
|
|
56
|
|
||
Total right-of-use assets
|
|
|
$
|
575
|
|
|
$
|
495
|
|
|
|
|
|
|
|
||||
Current operating lease liabilities
|
Current operating lease liabilities
|
|
$
|
179
|
|
|
$
|
236
|
|
Current finance lease liabilities
|
Other current liabilities
|
|
1
|
|
|
1
|
|
||
Non-current operating lease liabilities
|
Non-current operating lease liabilities
|
|
347
|
|
|
189
|
|
||
Non-current finance lease liabilities
|
Non-current finance lease liabilities
|
|
58
|
|
|
58
|
|
||
Total lease liabilities
|
|
|
$
|
585
|
|
|
$
|
484
|
|
|
Consolidated Statements of Operations Location
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Operating lease cost (1)
|
Operating costs and expenses (2)
|
|
$
|
98
|
|
|
$
|
140
|
|
|
$
|
239
|
|
|
$
|
277
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amortization of right-of-use assets
|
Depreciation and amortization expense
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Interest on lease liabilities
|
Interest expense, net of capitalized interest
|
|
3
|
|
|
3
|
|
|
5
|
|
|
5
|
|
||||
Total lease cost
|
|
|
$
|
102
|
|
|
$
|
144
|
|
|
$
|
246
|
|
|
$
|
284
|
|
|
(1)
|
Includes short-term lease costs of $16 million and $46 million during the three months ended June 30, 2020 and 2019, respectively, and $51 million and $93 million during the six months ended June 30, 2020 and 2019, respectively. Also includes variable lease costs paid to the lessor of $4 million and $8 million during the three months ended June 30, 2020 and 2019, respectively, and $9 million and $13 million during the six months ended June 30, 2020 and 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
|
||||
2020
|
$
|
135
|
|
|
$
|
5
|
|
2021
|
121
|
|
|
10
|
|
||
2022
|
85
|
|
|
10
|
|
||
2023
|
71
|
|
|
10
|
|
||
2024
|
71
|
|
|
10
|
|
||
Thereafter
|
221
|
|
|
136
|
|
||
Total lease payments
|
704
|
|
|
181
|
|
||
Less: Interest
|
(178
|
)
|
|
(122
|
)
|
||
Present value of lease liabilities
|
$
|
526
|
|
|
$
|
59
|
|
|
(1)
|
Does not include $1.7 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of June 30, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
Weighted-average remaining lease term (in years)
|
8.6
|
|
18.2
|
|
8.4
|
|
18.7
|
Weighted-average discount rate (1)
|
7.4%
|
|
16.2%
|
|
5.2%
|
|
16.2%
|
|
(1)
|
The finance leases commenced prior to the adoption of the current leasing standard under GAAP. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets.
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
157
|
|
|
$
|
174
|
|
Operating cash flows from finance leases
|
5
|
|
|
5
|
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
246
|
|
|
106
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
LNG revenues (1)
|
|
$
|
2,340
|
|
|
$
|
2,080
|
|
|
$
|
4,744
|
|
|
$
|
4,147
|
|
Regasification revenues
|
|
68
|
|
|
67
|
|
|
135
|
|
|
133
|
|
||||
Other revenues
|
|
16
|
|
|
21
|
|
|
38
|
|
|
36
|
|
||||
Total revenues from customers
|
|
2,424
|
|
|
2,168
|
|
|
4,917
|
|
|
4,316
|
|
||||
Net derivative gains (losses) (2)
|
|
(45
|
)
|
|
93
|
|
|
119
|
|
|
169
|
|
||||
Other (3)
|
|
23
|
|
|
31
|
|
|
75
|
|
|
68
|
|
||||
Total revenues
|
|
$
|
2,402
|
|
|
$
|
2,292
|
|
|
$
|
5,111
|
|
|
$
|
4,553
|
|
|
(1)
|
LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. LNG revenues during the three and six months ended June 30, 2020 included $708 million and $761 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $458 million would have otherwise been recognized subsequent to June 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended June 30, 2020 excluded $53 million that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied.
|
(2)
|
(3)
|
Includes revenues from LNG vessel subcharters. See Note 11—Leases for additional information about our subleases.
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Contract assets, net
|
|
$
|
58
|
|
|
$
|
18
|
|
|
|
Six Months Ended June 30, 2020
|
||
Deferred revenues, beginning of period
|
|
$
|
161
|
|
Cash received but not yet recognized
|
|
23
|
|
|
Revenue recognized from prior period deferral
|
|
(161
|
)
|
|
Deferred revenues, end of period
|
|
$
|
23
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
|
|
Unsatisfied Transaction Price (in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
|
Unsatisfied Transaction Price (in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
||||
LNG revenues
|
|
$
|
103.7
|
|
|
10
|
|
$
|
106.4
|
|
|
11
|
Regasification revenues
|
|
2.3
|
|
|
5
|
|
2.4
|
|
|
5
|
||
Total revenues
|
|
$
|
106.0
|
|
|
|
|
$
|
108.8
|
|
|
|
|
(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 delivery duration of one year or less.
|
(2)
|
The table above excludes substantially all variable consideration under our SPAs and TUAs. 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 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 26% and 52% of our LNG revenues from contracts included in the table above during the three months ended June 30, 2020 and 2019, respectively, and approximately 34% and 55% of our LNG revenues from contracts included in the table above during the six months ended June 30, 2020 and 2019, respectively, were related to variable consideration received from customers. During each of the three and six months ended June 30, 2020 and 2019, approximately 3% of our regasification revenues were related to variable consideration received from customers.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Share-based compensation costs, pre-tax:
|
|
|
|
|
|
|
|
|
||||||||
Equity awards
|
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
60
|
|
|
$
|
61
|
|
Liability awards
|
|
1
|
|
|
2
|
|
|
1
|
|
|
5
|
|
||||
Total share-based compensation
|
|
32
|
|
|
34
|
|
|
61
|
|
|
66
|
|
||||
Capitalized share-based compensation
|
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||
Total share-based compensation expense
|
|
$
|
29
|
|
|
$
|
33
|
|
|
$
|
57
|
|
|
$
|
61
|
|
Tax benefit associated with share-based compensation expense
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
252.1
|
|
|
257.4
|
|
|
252.6
|
|
|
257.3
|
|
||||
Dilutive unvested stock
|
|
0.3
|
|
|
—
|
|
|
0.7
|
|
|
1.3
|
|
||||
Diluted
|
|
252.4
|
|
|
257.4
|
|
|
253.3
|
|
|
258.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share attributable to common stockholders
|
|
$
|
0.78
|
|
|
$
|
(0.44
|
)
|
|
$
|
2.27
|
|
|
$
|
0.11
|
|
Diluted net income (loss) per share attributable to common stockholders
|
|
$
|
0.78
|
|
|
$
|
(0.44
|
)
|
|
$
|
2.26
|
|
|
$
|
0.11
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Unvested stock (1)
|
|
2.8
|
|
|
3.8
|
|
|
2.5
|
|
|
3.8
|
|
Convertible notes
|
|
|
|
|
|
|
|
|
|
|
||
2021 Cheniere Convertible Unsecured Notes (2)
|
|
—
|
|
|
13.3
|
|
|
—
|
|
|
13.3
|
|
2025 CCH HoldCo II Convertible Senior Notes (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2045 Cheniere Convertible Senior Notes
|
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
Total potentially dilutive common shares
|
|
7.3
|
|
|
21.6
|
|
|
7.0
|
|
|
21.6
|
|
|
(1)
|
Does not include 0.7 million shares for each of the three and six months ended June 30, 2020 and 0.6 million shares for each of the three and six months ended June 30, 2019, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates.
|
(2)
|
Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the three and six months ended June 30, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the three and six months ended June 30, 2020.
|
(3)
|
Since we had the intent and ability to settle the principal amount and the premium upon redemption of the 2025 CCH HoldCo II Convertible Senior Notes in cash, as previously described in Note 10—Debt, the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the three and six months ended June 30, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2019, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of June 30, 2019.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Aggregate common stock repurchased
|
—
|
|
|
44,600
|
|
|
2,875,376
|
|
|
44,600
|
|
||||
Weighted average price paid per share
|
$
|
—
|
|
|
$
|
68.30
|
|
|
$
|
53.88
|
|
|
$
|
68.30
|
|
Total amount paid (in millions)
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
155
|
|
|
$
|
3
|
|
|
Percentage of Total Revenues from External Customers
|
|
Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers
|
||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
June 30,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Customer A
|
15%
|
|
17%
|
|
15%
|
|
18%
|
|
*
|
|
12%
|
Customer B
|
12%
|
|
11%
|
|
10%
|
|
11%
|
|
*
|
|
*
|
Customer C
|
10%
|
|
11%
|
|
*
|
|
12%
|
|
11%
|
|
13%
|
Customer D
|
*
|
|
12%
|
|
*
|
|
13%
|
|
*
|
|
*
|
Customer E
|
*
|
|
*
|
|
*
|
|
*
|
|
10%
|
|
*
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash paid during the period for interest on debt, net of amounts capitalized
|
|
$
|
750
|
|
|
$
|
271
|
|
Cash paid for income taxes
|
|
1
|
|
|
20
|
|
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 regarding the amount and timing of share repurchases;
|
•
|
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 or 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 our anticipated LNG and natural gas marketing activities;
|
•
|
statements regarding the outbreak of COVID-19 and its impact on our business and operating results, including any customers not taking delivery of LNG cargoes, the ongoing credit worthiness of our contractual counterparties, any disruptions in our operations or construction of our Trains and the health and safety of our employees, and on our customers, the global economy and the demand for LNG; and
|
•
|
any other statements that relate to non-historical or future information.
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Impact of COVID-19 and Market Environment
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
In April 2020, Midship Pipeline Company, LLC, in which we have an equity investment, placed into service the Midship natural gas pipeline and related compression and interconnect facilities.
|
•
|
As of July 31, 2020, more than 1,175 cumulative LNG cargoes totaling over 80 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
|
•
|
We completed the following debt transactions:
|
◦
|
In June 2020, we entered into the $2.62 billion delayed draw term loan credit agreement (the “Cheniere Term Loan Facility”), which in July 2020 was subsequently increased to $2.695 billion. In July 2020, borrowings under the Cheniere Term Loan Facility were used to (1) redeem the remaining outstanding principal amount of the 11.0% Convertible Senior Secured Notes due 2025 (the “2025 CCH HoldCo II Convertible Senior Notes”), subsequent to the $300 million redemption in March 2020, pursuant to the amended and restated note purchase agreement for the 2025 CCH HoldCo II Convertible Senior Notes which allowed CCH HoldCo II to redeem the outstanding notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 4.875% Convertible Unsecured Notes due 2021 (the “2021 Cheniere Convertible Unsecured Notes”) at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The remaining borrowings under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses.
|
◦
|
In May 2020, SPL issued an aggregate principal amount of $2.0 billion of 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”). Net proceeds of the offering, along with cash on hand, were used to redeem all of SPL’s outstanding 5.625% Senior Notes due 2021 (the “2021 SPL Senior Notes”).
|
◦
|
In March 2020, SPL entered into a $1.2 billion Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “2020 SPL Working Capital Facility”), which refinanced its previous working capital facility, reduced the interest rate and extended the maturity date to March 2025.
|
•
|
In May 2020, the date of first commercial delivery was reached under the 20-year SPAs with PT Pertamina (Persero), Naturgy LNG GOM, Limited, Woodside Energy Trading Singapore Pte Ltd, Iberdrola, S.A. and Électricité de France, S.A. relating to Train 2 of the CCL Project.
|
•
|
In August 2020, Moody’s Investors Service upgraded its rating of CCH’s senior secured debt from Ba1 (Positive Outlook) to Baa3.
|
•
|
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 existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, borrowings, services fees from our subsidiaries and distributions from our investment in Cheniere Partners.
|
|
June 30,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Cash and cash equivalents (1)
|
$
|
2,039
|
|
|
$
|
2,474
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
SPL Project
|
167
|
|
|
181
|
|
||
CCL Project
|
101
|
|
|
80
|
|
||
Other
|
237
|
|
|
259
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
$1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)
|
—
|
|
|
786
|
|
||
2020 SPL Working Capital Facility
|
791
|
|
|
—
|
|
||
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)
|
750
|
|
|
750
|
|
||
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)
|
667
|
|
|
729
|
|
||
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)
|
562
|
|
|
665
|
|
||
Cheniere Term Loan Facility (2)
|
2,620
|
|
|
—
|
|
|
(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. As of June 30, 2020 and December 31, 2019, assets of Cheniere Partners, which are included in our Consolidated Balance Sheets, included $1.3 billion and $1.8 billion, respectively, of cash and cash equivalents.
|
(2)
|
In July 2020, we received incremental commitments of $75 million and borrowed $2,323 million under the Cheniere Term Loan Facility, which reduced the available commitment to $372 million following these transactions.
|
|
|
SPL Train 6
|
|
Overall project completion percentage
|
|
63.9%
|
|
Completion percentage of:
|
|
|
|
Engineering
|
|
96.5%
|
|
Procurement
|
|
91.1%
|
|
Subcontract work
|
|
44.3%
|
|
Construction
|
|
25.3%
|
|
Date of expected substantial completion
|
|
2H 2022
|
•
|
Trains 1 through 4—FTA countries for a 30-year term, which commenced in May 2016, and non-FTA countries for a 20-year term, which commenced in June 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, both of which commenced in December 2018, 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, which partially commenced in June 2019 and the remainder commenced in September 2019, in an amount up to a combined total of 503.3 Bcf/yr of natural gas (approximately 10 mtpa).
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Senior notes (1)
|
|
$
|
17,750
|
|
|
$
|
17,750
|
|
Credit facilities outstanding balance (2)
|
|
—
|
|
|
—
|
|
||
Letters of credit issued (3)
|
|
409
|
|
|
414
|
|
||
Available commitments under credit facilities (3)
|
|
1,541
|
|
|
1,536
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
19,700
|
|
|
$
|
19,700
|
|
|
(1)
|
Includes SPL’s 2021 SPL Senior Notes, 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”), 2030 SPL Senior Notes and 5.00% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) (collectively, the “SPL Senior Notes”), as well as Cheniere Partners’ $1.5 billion of 5.250% Senior Notes due 2025 (the “2025 CQP Senior Notes”), $1.1 billion of 5.625% Senior Notes due 2026 (the “2026 CQP Senior Notes”) and the 4.500% Senior Notes due 2029 (the “2029 CQP Senior Notes”) (collectively, the “CQP Senior Notes”).
|
(2)
|
Includes outstanding balances under the 2015 SPL Working Capital Facility, 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities, inclusive of any portion of the 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities that may be used for general corporate purposes.
|
(3)
|
Consists of 2015 SPL Working Capital Facility, 2020 SPL Working Capital Facility and 2019 CQP Credit Facilities.
|
(4)
|
Does not include equity contributions that may be available from Cheniere’s borrowings and available cash and cash equivalents.
|
|
|
CCL Train 3
|
|
Overall project completion percentage
|
|
90.5%
|
|
Completion percentage of:
|
|
|
|
Engineering
|
|
100.0%
|
|
Procurement
|
|
100.0%
|
|
Subcontract work
|
|
83.2%
|
|
Construction
|
|
77.5%
|
|
Expected date of substantial completion
|
|
1H 2021
|
•
|
CCL Project—FTA countries for a 25-year term and to non-FTA countries for a 20-year term, both of which commenced in June 2019, 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 25-year term and to non-FTA countries for a 20-year term in an amount equivalent to 582.14 Bcf/yr (approximately 11 mtpa) of natural gas.
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Senior notes (1)
|
|
$
|
6,952
|
|
|
$
|
6,952
|
|
11.0% Convertible Senior Secured Notes due 2025 (2)
|
|
700
|
|
|
1,000
|
|
||
Credit facilities outstanding balance (3)
|
|
3,424
|
|
|
3,283
|
|
||
Letters of credit issued (3)
|
|
392
|
|
|
471
|
|
||
Available commitments under credit facilities (3)
|
|
667
|
|
|
729
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
12,135
|
|
|
$
|
12,435
|
|
|
(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”), 3.700% Senior Secured Notes due 2029 (the “2029 CCH Senior Notes”), 4.80% Senior Secured Notes due 2039 (the “4.80% CCH Senior Notes”) and 3.925% Senior Secured Notes due 2039 (the “3.925% CCH Senior Notes”) (collectively, the “CCH Senior Notes”).
|
(2)
|
Aggregate original principal amount before debt discount and debt issuance costs and interest paid-in-kind.
|
(3)
|
Includes CCH’s amended and restated credit facility (“CCH Credit Facility”) and CCH Working Capital Facility.
|
(4)
|
Does not include equity contributions that may be available from Cheniere’s borrowings and available cash and cash equivalents.
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating cash flows
|
$
|
1,028
|
|
|
$
|
760
|
|
Investing cash flows
|
(1,090
|
)
|
|
(1,542
|
)
|
||
Financing cash flows
|
(388
|
)
|
|
1,066
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(450
|
)
|
|
284
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
2,994
|
|
|
3,156
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
2,544
|
|
|
$
|
3,440
|
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the 2030 SPL Senior Notes, which along with cash on hand was used to redeem all of the outstanding 2021 SPL Senior Notes.
|
•
|
$455 million of borrowings and $80 million of repayments under the Cheniere Revolving Credit Facility;
|
•
|
$141 million of borrowings under the CCH Working Capital Facility;
|
•
|
$300 million partial redemption of the 2025 CCH HoldCo II Convertible Senior Notes;
|
•
|
$310 million of distributions to non-controlling interest by Cheniere Partners;
|
•
|
$155 million paid to repurchase approximately 3 million shares of our common stock under the share repurchase program;
|
•
|
$59 million of debt issuance costs primarily related to up-front fees paid upon closing of the 2020 SPL Working Capital Facility and 2030 SPL Senior Notes and premiums paid for partially redeeming the 2025 CCH HoldCo II Convertible Senior Notes;
|
•
|
$41 million paid for tax withholdings for share-based compensation; and
|
•
|
$40 million of debt extinguishment costs primarily related to the redemption of the 2021 SPL Senior Notes.
|
•
|
$982 million of borrowings under the CCH Credit Facility;
|
•
|
$649 million of borrowings under the 2019 CQP Credit Facilities;
|
•
|
$390 million of borrowings and $558 million in repayments under the CCH Working Capital Facility;
|
•
|
$290 million of distributions to non-controlling interest by Cheniere Partners;
|
•
|
$72 million of net repayments related to our Cheniere Marketing trade financing facilities;
|
•
|
$20 million of debt issuance costs primarily related to the up-front fees paid upon the closing of the 2019 CQP Credit Facilities; and
|
•
|
$14 million paid for tax withholdings for share-based compensation.
|
|
Three Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2020
|
||||||||
(in TBtu)
|
Operational
|
|
Commissioning
|
|
Operational
|
|
Commissioning
|
||||
Volumes loaded during the current period
|
278
|
|
|
—
|
|
|
733
|
|
|
—
|
|
Volumes loaded during the prior period but recognized during the current period
|
29
|
|
|
—
|
|
|
33
|
|
|
—
|
|
Less: volumes loaded during the current period and in transit at the end of the period
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
Total volumes recognized in the current period
|
305
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
LNG revenues
|
$
|
2,295
|
|
|
$
|
2,173
|
|
|
$
|
122
|
|
|
$
|
4,863
|
|
|
$
|
4,316
|
|
|
$
|
547
|
|
Regasification revenues
|
68
|
|
|
67
|
|
|
1
|
|
|
135
|
|
|
133
|
|
|
2
|
|
||||||
Other revenues
|
39
|
|
|
52
|
|
|
(13
|
)
|
|
113
|
|
|
104
|
|
|
9
|
|
||||||
Total revenues
|
$
|
2,402
|
|
|
$
|
2,292
|
|
|
$
|
110
|
|
|
$
|
5,111
|
|
|
$
|
4,553
|
|
|
$
|
558
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
LNG revenues (in millions):
|
|
|
|
|
|
|
|
||||||||
LNG from the Liquefaction Projects sold under third party long-term agreements (1)
|
$
|
1,244
|
|
|
$
|
1,393
|
|
|
$
|
3,151
|
|
|
$
|
2,910
|
|
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements
|
150
|
|
|
566
|
|
|
475
|
|
|
905
|
|
||||
LNG procured from third parties
|
132
|
|
|
31
|
|
|
203
|
|
|
184
|
|
||||
LNG revenues associated with cargoes not delivered per customer notification (2)
|
707
|
|
|
—
|
|
|
761
|
|
|
—
|
|
||||
Other revenues and derivative gains
|
62
|
|
|
183
|
|
|
273
|
|
|
317
|
|
||||
Total LNG revenues
|
$
|
2,295
|
|
|
$
|
2,173
|
|
|
$
|
4,863
|
|
|
$
|
4,316
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes delivered as LNG revenues (in TBtu):
|
|
|
|
|
|
|
|
||||||||
LNG from the Liquefaction Projects sold under third party long-term agreements (1)
|
253
|
|
|
241
|
|
|
619
|
|
|
477
|
|
||||
LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements
|
52
|
|
|
111
|
|
|
145
|
|
|
157
|
|
||||
LNG procured from third parties
|
34
|
|
|
5
|
|
|
48
|
|
|
23
|
|
||||
Total volumes delivered as LNG revenues
|
339
|
|
|
357
|
|
|
812
|
|
|
657
|
|
|
(1)
|
Long-term agreements include agreements with a tenure of 12 months or more.
|
(2)
|
LNG revenues include revenues with no corresponding volumes attributable to LNG cargoes for which customers have notified us that they will not take delivery.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Cost of sales
|
$
|
803
|
|
|
$
|
1,277
|
|
|
$
|
(474
|
)
|
|
$
|
1,527
|
|
|
$
|
2,491
|
|
|
$
|
(964
|
)
|
Operating and maintenance expense
|
355
|
|
|
295
|
|
|
60
|
|
|
671
|
|
|
516
|
|
|
155
|
|
||||||
Development expense
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
5
|
|
|
4
|
|
|
1
|
|
||||||
Selling, general and administrative expense
|
73
|
|
|
77
|
|
|
(4
|
)
|
|
154
|
|
|
150
|
|
|
4
|
|
||||||
Depreciation and amortization expense
|
233
|
|
|
204
|
|
|
29
|
|
|
466
|
|
|
348
|
|
|
118
|
|
||||||
Impairment expense and loss on disposal of assets
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
5
|
|
|
6
|
|
|
(1
|
)
|
||||||
Total operating costs and expenses
|
$
|
1,465
|
|
|
$
|
1,860
|
|
|
$
|
(395
|
)
|
|
$
|
2,828
|
|
|
$
|
3,515
|
|
|
$
|
(687
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Interest expense, net of capitalized interest
|
$
|
407
|
|
|
$
|
372
|
|
|
$
|
35
|
|
|
$
|
819
|
|
|
$
|
619
|
|
|
$
|
200
|
|
Loss on modification or extinguishment of debt
|
43
|
|
|
—
|
|
|
43
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||
Interest rate derivative loss, net
|
25
|
|
|
74
|
|
|
(49
|
)
|
|
233
|
|
|
109
|
|
|
124
|
|
||||||
Other income, net
|
(5
|
)
|
|
(16
|
)
|
|
11
|
|
|
(14
|
)
|
|
(32
|
)
|
|
18
|
|
||||||
Total other expense
|
$
|
470
|
|
|
$
|
430
|
|
|
$
|
40
|
|
|
$
|
1,082
|
|
|
$
|
696
|
|
|
$
|
386
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Income before income taxes and non-controlling interest
|
$
|
467
|
|
|
$
|
2
|
|
|
$
|
465
|
|
|
$
|
1,201
|
|
|
$
|
342
|
|
|
$
|
859
|
|
Income tax provision
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|
(194
|
)
|
|
(3
|
)
|
|
(191
|
)
|
||||||
Effective tax rate
|
13.5
|
%
|
|
—
|
%
|
|
|
|
16.2
|
%
|
|
0.9
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Net income attributable to non-controlling interest
|
$
|
207
|
|
|
$
|
116
|
|
|
$
|
91
|
|
|
$
|
435
|
|
|
$
|
312
|
|
|
$
|
123
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
600
|
|
|
$
|
184
|
|
|
$
|
149
|
|
|
$
|
179
|
|
LNG Trading Derivatives
|
151
|
|
|
5
|
|
|
165
|
|
|
22
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
CCH Interest Rate Derivatives
|
$
|
(191
|
)
|
|
$
|
2
|
|
|
$
|
(81
|
)
|
|
$
|
19
|
|
CCH Interest Rate Forward Start Derivatives
|
(102
|
)
|
|
7
|
|
|
(8
|
)
|
|
15
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
FX Derivatives
|
$
|
15
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
—
|
|
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)
|
April 1 - 30, 2020
|
|
1,672
|
|
$33.92
|
|
—
|
|
$595,952,809
|
May 1 - 31, 2020
|
|
3,242
|
|
$43.24
|
|
—
|
|
$595,952,809
|
June 1 - 30, 2020
|
|
—
|
|
$—
|
|
—
|
|
$595,952,809
|
Total
|
|
4,914
|
|
$40.07
|
|
—
|
|
|
|
(1)
|
Includes issued 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. For additional information, see Note 16—Share Repurchase Program.
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3†
|
|
|
10.4†
|
|
|
10.5†
|
|
|
10.6†
|
|
|
10.7†
|
|
|
10.8†
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Exhibit No.
|
|
Description
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
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:
|
August 5, 2020
|
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:
|
August 5, 2020
|
By:
|
/s/ Leonard E. Travis
|
|
|
|
Leonard E. Travis
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer) |
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-00018
DATE OF CHANGE ORDER: April 2, 2020
|
1.
|
In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this change order reflects Contractor’s cost to perform an electrical study and revise the design to incorporate GTG grid modifications into the Train 6 design to allow for operation as a single 13.8 kV power grid.
|
2.
|
The detailed cost breakdown for this Change Order is detailed 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.
|
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-#00017)........................................................................................................................................
|
$
|
(18,370,020
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
1,998,522,553
|
|
4.
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................
|
$
|
142,329
|
|
5.
|
The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................
|
$
|
—
|
|
6.
|
The new Contract Price Applicable to Subproject 6(a) including this Change Order will be...................
|
$
|
1,998,664,882
|
|
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 (#00001-#00017)........................................................................................................................................
|
$
|
458,089,929
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
458,089,929
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................
|
$
|
—
|
|
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...................
|
$
|
458,089,929
|
|
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)....................................................
|
$
|
2,456,612,482
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4 and 10).........
|
$
|
142,329
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,456,754,811
|
|
/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
|
April 14, 2020
|
|
April 2, 2020
|
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-00019
DATE OF CHANGE ORDER: April 30, 2020
|
1.
|
In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order reflects Contractor’s engineering, procurement and construction costs (including Site vendor support) to revise the 5kV electrical tie-in location for the Third Berth area to be connected to bus “B” of ESM-4A135 within the existing substation building A-110A.
|
2.
|
The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.
|
3.
|
Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
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-#00018)........................................................................................................................................
|
$
|
(18,227,691
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
1,998,664,882
|
|
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 in the amount of....................................................................................................................................................
|
$
|
—
|
|
6.
|
The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................
|
$
|
1,998,664,882
|
|
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 (#00001-#00018)........................................................................................................................................
|
$
|
458,089,929
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
458,089,929
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be increased by this Change Order...................
|
$
|
157,573
|
|
11.
|
The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................
|
$
|
—
|
|
12.
|
The new Contract Price Applicable to Subproject 6(b) including this Change Order will be...................
|
$
|
458,247,502
|
|
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)....................................................
|
$
|
2,456,754,811
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4 and 10).........
|
$
|
157,573
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,456,912,384
|
|
/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
|
May 5, 2020
|
|
April 30, 2020
|
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-00020
DATE OF CHANGE ORDER: May 4, 2020
|
1.
|
In accordance with Section 5.1A.4 of the Agreement, the Parties execute this Change Order to amend the Agreement (including amending Change Order Number: CO‑00009 to the Agreement, the “LNG Berth 3 Change Order”) and to add “LNTP No. 4 Work” as such term is defined in Schedule H‑9 of this Change Order, “Form of LNTP No. 4 for Subproject 6(b)”. Contractor shall only be authorized and required to commence performance of the LNTP No. 4 Work upon Owner’s issuance of LNTP No. 4 for Subproject 6(b) in the form of Schedule H‑9 (“LNTP No. 4 for SP6(b)”).
|
2.
|
Owner shall pay Contractor for performance of the LNTP No. 4 Work pursuant to the terms and conditions of LNTP No. 4 for SP6(b) and the Agreement (including Article 7 of the Agreement), with all such payments credited against the Contract Price if Owner issues NTP for Subproject 6(b) pursuant to the Agreement. Such payment under LNTP No. 4 for SP6(b) will be in the aggregate Twelve Million U.S. Dollars (U.S.$12,000,000), as further described in Schedule H‑9 as attached to this Change Order. For the avoidance of doubt, this amount for LNTP No. 4 for SP6(b) is in addition to the Thirty Seven Million U.S. Dollars (U.S.$37,000,000) paid by Owner under LNTP No. 3 for SP6(b), the Fifteen Million U.S. Dollars (U.S.$15,000,000) paid by Owner under LNTP No. 2 for SP6(b), and the Fifteen Million U.S. Dollars (U.S.$15,000,000) paid by Owner under LNTP No. 1 for Subproject 6(b).
|
3.
|
Section 2(c) of the LNG Berth 3 Change Order shall be deleted and replaced with the following:
|
4.
|
Insert a new Section 16.9 into the Agreement:
|
5.
|
The “Guaranteed Substantial Completion Date for Subproject 6(b)” shall be one thousand one hundred nine (1,109) Days after the date Owner issues the NTP for Subproject 6(b).
|
6.
|
The “Schedule Bonus Date for SP6(b)” shall be replaced with the following:
|
7.
|
The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.
|
8.
|
Amend Schedule C‑3 (Milestone Payment Schedule) of Attachment C to the Agreement by including the milestones listed in Exhibit B of this Change Order.
|
9.
|
Replace Attachment E to the Agreement in its entirety with Attachment E as attached to this Change Order.
|
10.
|
Add Schedule H‑9, “Form of LNTP No. 4 for Subproject 6(b)”, as attached to this Change Order, to Attachment H 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, 00010-00013, 00015, and 00017-00018)
|
$
|
(18,227,691
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
1,998,664,882
|
|
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...................
|
$
|
1,998,664,882
|
|
7.
|
The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was................................................................
|
$
|
457,696,000
|
|
8.
|
Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#00014, 00016, and 00019)
|
$
|
551,502
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
458,247,502
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be increased by this Change Order in the amount of
|
$
|
12,000,000
|
|
11.
|
The Provisional Sum Applicable to Subproject 6(b) will be increased by this Change Order in the amount of
|
$
|
8,000,000
|
|
12.
|
The Contract Price Applicable to Subproject 6(b) including this Change Order will be
|
$
|
478,247,502
|
|
13.
|
The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)
|
$
|
2,474,588,573
|
|
14.
|
The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................
|
$
|
2,456,912,384
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)
|
$
|
20,000,000
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,476,912,384
|
|
/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
|
May 5, 2020
|
|
May 4, 2020
|
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-00021
DATE OF CHANGE ORDER: May 27, 2020
|
1.
|
In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), and pursuant to current ASME Section VIII, Division 1 code revision to the 2019 Edition, the Parties agree this Change Order reflects Contractor’s engineering, procurement and construction costs to implement the change in flange rating from 150#RF ANSI to 300#RF ANSI rating for the LNG Cryogenic Transfer Pumps (46P-1601 A/B).
|
2.
|
The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.
|
3.
|
Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
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, 00010-00013, 00015, and 00017-00018)
|
$
|
(18,227,691
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
1,998,664,882
|
|
4.
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................
|
$
|
96,987
|
|
5.
|
The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................
|
$
|
—
|
|
6.
|
The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................
|
$
|
1,998,761,869
|
|
7.
|
The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was
|
$
|
457,696,000
|
|
8.
|
Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#00014, 00016, and 00019-00020)
|
$
|
20,551,502
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
478,247,502
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................
|
$
|
—
|
|
11.
|
The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................
|
$
|
—
|
|
12.
|
The new Contract Price Applicable to Subproject 6(b) including this Change Order will be...................
|
$
|
478,247,502
|
|
13.
|
The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)
|
$
|
2,474,588,573
|
|
14.
|
The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................
|
$
|
2,476,912,384
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)
|
$
|
96,987
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,477,009,371
|
|
/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
|
May 27, 2020
|
|
May 24, 2020
|
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-00022
DATE OF CHANGE ORDER: June 4, 2020
|
1.
|
In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order reflects Contractor’s engineering, procurement and construction costs to implement the Train 6 H2S Skid modifications, which includes changing the Mag Level Transmitters (46LT-19311, 46LT-19361, and 46LT-19411) with Rosemount dP level transmitters.
|
2.
|
In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order reflects Contractor’s engineering, procurement and construction costs to implement the Train 6 GTG Pressure Range Change on PT-573 A/B, which includes increasing the pressure range from 0 - 650 psia to 0 - 1000 psia for the fuel gas to the GTGs.
|
3.
|
The detailed cost breakdown for Item No. 1 of this Change Order is detailed in Exhibit A1 of this Change Order.
|
4.
|
The detailed cost breakdown for Item No. 2 of this Change Order is detailed in Exhibit A2 of this Change Order.
|
5.
|
Schedule C-3 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
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, 00010-00013, 00015, 00017-00018, and 00021)
|
$
|
(18,130,704
|
)
|
3.
|
The Contract Price Applicable to Subproject 6(a) prior to this Change Order was...................................
|
$
|
1,998,761,869
|
|
4.
|
The Contract Price Applicable to Subproject 6(a) will be increased by this Change Order in the amount of....................................................................................................................................................
|
$
|
133,490
|
|
5.
|
The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of....................................................................................................................................................
|
$
|
—
|
|
6.
|
The Contract Price Applicable to Subproject 6(a) including this Change Order will be...................
|
$
|
1,998,895,359
|
|
7.
|
The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was
|
$
|
457,696,000
|
|
8.
|
Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#00014, 00016, and 00019-00020)
|
$
|
20,551,502
|
|
9.
|
The Contract Price Applicable to Subproject 6(b) prior to this Change Order was..................................
|
$
|
478,247,502
|
|
10.
|
The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order...................
|
$
|
—
|
|
11.
|
The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order................
|
$
|
—
|
|
12.
|
The new Contract Price Applicable to Subproject 6(b) including this Change Order will be...................
|
$
|
478,247,502
|
|
13.
|
The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)
|
$
|
2,474,588,573
|
|
14.
|
The Contract Price prior to this Change Order was (add lines 3 and 9)....................................................
|
$
|
2,477,009,371
|
|
15.
|
The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)
|
$
|
133,490
|
|
16.
|
The new Contract Price including this Change Order will be (add lines 14 and 15)................................
|
$
|
2,477,142,861
|
|
/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
|
June 8, 2020
|
|
June 4, 2020
|
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: 00031
DATE OF CHANGE ORDER: April 1, 2020
|
1.
|
Pursuant to Article 6.1 of the Agreement (Change Orders Requested by Owner), Parties agree this Change Order includes Contractor’s costs to engineer, procure, construct and commission the new isolations necessary to support a proposed fourth in-tank LNG pump (2,000 m3/hr) by Owner (post Transfer, Care, Custody and Control (“TCCC”) of Tank B to Owner).
|
2.
|
The summary cost breakdown for the total Scope of Work of this Change Order is detailed in Exhibit 1 of this Change Order.
|
3.
|
The detailed cost breakdown for the Scope of Work of this Change Order is provided in Exhibit 3 of this Change Order.
|
4.
|
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.
|
5.
|
The Work in this Change Order may not support the CCL Stage 2 construction installation schedule; therefore, completion of the additional Work under this Change Order shall not be a condition precedent to Contractor achieving Substantial Completion and Final Completion of the CCL Stage 2 EPC Agreement.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00030)...............................................................
|
$
|
45,037,263
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,405,037,263
|
|
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...........................................................................
|
$
|
2,405,701,083
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00030)...............................................................
|
$
|
[***]
|
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 (00001-00030)...............................................................
|
$
|
[***]
|
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 (00001-00030)...............................................................
|
$
|
(15,701,306
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
279,848,600
|
|
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......................................................
|
$
|
279,848,600
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP, E&C
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
April 14, 2020
|
|
April 3, 2020
|
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: 00032
DATE OF CHANGE ORDER: April 3, 2020
|
1.
|
Pursuant to Article 6.1 of the Agreement (Change Orders Requested by Owner), Parties agree this Change Order includes Contractor’s costs to procure and install ninety-six (96) new thermowells outside the cold boxes in Train 3 as requested by Owner. Exhibits 4 and 5 list the thermowells being replaced. This Change Order also includes the re-installment of the fifty-four (54) thermowells which were already installed in Train 3 at the time of the change request.
|
2.
|
The summary cost breakdown for the total Scope of Work of this Change Order is detailed in Exhibit 1 of this Change Order.
|
3.
|
The detailed cost breakdown for the Scope of Work of this Change Order is provided in Exhibit 3 of this Change Order.
|
4.
|
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.
|
5.
|
The Design Basis in the Agreement is not changed by this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00031)...............................................................
|
$
|
45,701,083
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,405,701,083
|
|
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...........................................................................
|
$
|
2,405,900,647
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00031)...............................................................
|
$
|
[***]
|
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 (00001-00031)...............................................................
|
$
|
[***]
|
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 (00001-00031)...............................................................
|
$
|
(15,701,306
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
279,848,600
|
|
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......................................................
|
$
|
279,848,600
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP, Engineering and Construction
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
April 15, 2020
|
|
April 6, 2020
|
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: 00033
DATE OF CHANGE ORDER: April 28, 2020
|
1.
|
Pursuant to Article 6.1 of the Agreement (Change Orders Requested by Owner), Parties agree this Change Order includes Contractor’s home office costs incurred for development of the Tank B Rundown Line (Part 2) scope of work and trend, which was subsequently cancelled by Owner.
|
2.
|
The summary cost breakdown of this Change Order is detailed in Exhibit 1 of this Change Order.
|
3.
|
The detailed cost breakdown of this Change Order is provided in Exhibit 3 of this Change Order.
|
4.
|
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.
|
5.
|
Additionally, Exhibit 4 of this Change Order supersedes the Exhibit 2 (Payment Milestones) of Change Order No. 00032 (Train 3 Thermowell Upgrades) to reflect the correct adjustments to the Aggregate Equipment Price (AEP) and Aggregate Labor and Skills Price (ALS).
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00032)...............................................................
|
$
|
45,900,647
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,405,900,647
|
|
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...........................................................................
|
$
|
2,405,976,692
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00032)...............................................................
|
$
|
[***]
|
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 (00001-00032)...............................................................
|
$
|
[***]
|
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 (00001-00032)...............................................................
|
$
|
(15,701,306
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
279,848,600
|
|
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......................................................
|
$
|
279,848,600
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
Senior Vice President, Engineering and Construction
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
May 12, 2020
|
|
April 29, 2020
|
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: 00034
DATE OF CHANGE ORDER: May 21, 2020
|
1.
|
Pursuant to Article 6.1 of the Agreement (Change Orders Requested by Owner), Parties agree this Change Order includes Contractor’s engineering, procurement and construction costs to modify eleven (11) medium voltage (MV) motors to operate on uninterruptable power supply (UPS) as further described in Exhibit 4 of this Change Order.
|
2.
|
The summary cost breakdown of this Change Order is detailed in Exhibit 1 of this Change Order.
|
3.
|
The detailed cost breakdown of this Change Order is provided in Exhibit 3 of this Change Order.
|
4.
|
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.
|
5.
|
The Design Basis in the Agreement is not changed by this Change Order.
|
The original Contract Price was.........................................................................................................................
|
$
|
2,360,000,000
|
|
Net change by previously authorized Change Orders (00001-00033)...............................................................
|
$
|
45,976,692
|
|
The Contract Price prior to this Change Order was...........................................................................................
|
$
|
2,405,976,692
|
|
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...........................................................................
|
$
|
2,406,284,073
|
|
The original Aggregate Equipment Price was...................................................................................................
|
$
|
[***]
|
Net change by previously authorized Change Orders (00001-00033)...............................................................
|
$
|
[***]
|
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 (00001-00033)...............................................................
|
$
|
[***]
|
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 (00001-00033)...............................................................
|
$
|
(15,701,306
|
)
|
The Aggregate Provisional Sum prior to this Change Order was......................................................................
|
$
|
279,848,600
|
|
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......................................................
|
$
|
279,848,600
|
|
/s/ David Craft
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
David Craft
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP, Engineering & Construction
|
|
Cheniere Program Manager
|
Title
|
|
Title
|
June 3, 2020
|
|
May 21, 2020
|
Date of Signing
|
|
Date of Signing
|
BORROWER:
|
|
|
|
CHENIERE ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
Title: Vice President and Treasurer
|
ADMINISTRATIVE AGENT:
|
|
|
|
SOCIÉTÉ GÉNÉRALE,
|
|
as Administrative Agent
|
|
|
|
By:
|
/s/ Ellen Turkel
|
|
Name: Ellen Turkel
|
|
Title: Director
|
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 (the registrant's fourth quarter in the case of an annual report) 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 (the registrant's fourth quarter in the case of an annual report) 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.
|