|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
20-5913059
|
(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 Units Representing Limited Partner Interests
|
CQP
|
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
|
|
$
|
1,341
|
|
|
$
|
1,781
|
|
Restricted cash
|
|
167
|
|
|
181
|
|
||
Accounts and other receivables, net
|
|
291
|
|
|
297
|
|
||
Accounts receivable—affiliate
|
|
2
|
|
|
105
|
|
||
Advances to affiliate
|
|
140
|
|
|
158
|
|
||
Inventory
|
|
101
|
|
|
116
|
|
||
Derivative assets
|
|
20
|
|
|
17
|
|
||
Other current assets
|
|
100
|
|
|
51
|
|
||
Other current assets—affiliate
|
|
1
|
|
|
1
|
|
||
Total current assets
|
|
2,163
|
|
|
2,707
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
16,584
|
|
|
16,368
|
|
||
Operating lease assets, net
|
|
97
|
|
|
94
|
|
||
Debt issuance costs, net
|
|
19
|
|
|
15
|
|
||
Non-current derivative assets
|
|
37
|
|
|
32
|
|
||
Other non-current assets, net
|
|
157
|
|
|
168
|
|
||
Total assets
|
|
$
|
19,057
|
|
|
$
|
19,384
|
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
12
|
|
|
$
|
40
|
|
Accrued liabilities
|
|
410
|
|
|
709
|
|
||
Due to affiliates
|
|
36
|
|
|
46
|
|
||
Deferred revenue
|
|
22
|
|
|
155
|
|
||
Deferred revenue—affiliate
|
|
—
|
|
|
1
|
|
||
Current operating lease liabilities
|
|
7
|
|
|
6
|
|
||
Derivative liabilities
|
|
6
|
|
|
9
|
|
||
Total current liabilities
|
|
493
|
|
|
966
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
17,566
|
|
|
17,579
|
|
||
Non-current operating lease liabilities
|
|
90
|
|
|
87
|
|
||
Non-current derivative liabilities
|
|
1
|
|
|
16
|
|
||
Other non-current liabilities
|
|
1
|
|
|
1
|
|
||
Other non-current liabilities—affiliate
|
|
18
|
|
|
20
|
|
||
|
|
|
|
|
||||
Partners’ equity
|
|
|
|
|
||||
Common unitholders’ interest (348.6 million units issued and outstanding at June 30, 2020 and December 31, 2019)
|
|
1,943
|
|
|
1,792
|
|
||
Subordinated unitholders’ interest (135.4 million units issued and outstanding at June 30, 2020 and December 31, 2019)
|
|
(937
|
)
|
|
(996
|
)
|
||
General partner’s interest (2% interest with 9.9 million units issued and outstanding at June 30, 2020 and December 31, 2019)
|
|
(118
|
)
|
|
(81
|
)
|
||
Total partners’ equity
|
|
888
|
|
|
715
|
|
||
Total liabilities and partners’ equity
|
|
$
|
19,057
|
|
|
$
|
19,384
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
LNG revenues
|
|
$
|
1,332
|
|
|
$
|
1,171
|
|
|
$
|
2,781
|
|
|
$
|
2,538
|
|
LNG revenues—affiliate
|
|
61
|
|
|
455
|
|
|
249
|
|
|
760
|
|
||||
Regasification revenues
|
|
68
|
|
|
67
|
|
|
135
|
|
|
133
|
|
||||
Other revenues
|
|
9
|
|
|
12
|
|
|
23
|
|
|
23
|
|
||||
Total revenues
|
|
1,470
|
|
|
1,705
|
|
|
3,188
|
|
|
3,454
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales (excluding items shown separately below)
|
|
398
|
|
|
880
|
|
|
1,097
|
|
|
1,759
|
|
||||
Cost of sales—affiliate
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Operating and maintenance expense
|
|
165
|
|
|
162
|
|
|
317
|
|
|
300
|
|
||||
Operating and maintenance expense—affiliate
|
|
48
|
|
|
37
|
|
|
81
|
|
|
66
|
|
||||
General and administrative expense
|
|
8
|
|
|
3
|
|
|
10
|
|
|
6
|
|
||||
General and administrative expense—affiliate
|
|
24
|
|
|
27
|
|
|
49
|
|
|
48
|
|
||||
Depreciation and amortization expense
|
|
138
|
|
|
138
|
|
|
276
|
|
|
252
|
|
||||
Impairment expense and loss on disposal of assets
|
|
—
|
|
|
3
|
|
|
5
|
|
|
5
|
|
||||
Total operating costs and expenses
|
|
786
|
|
|
1,250
|
|
|
1,840
|
|
|
2,436
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
684
|
|
|
455
|
|
|
1,348
|
|
|
1,018
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net of capitalized interest
|
|
(236
|
)
|
|
(230
|
)
|
|
(470
|
)
|
|
(417
|
)
|
||||
Loss on modification or extinguishment of debt
|
|
(42
|
)
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
||||
Other income, net
|
|
—
|
|
|
7
|
|
|
6
|
|
|
16
|
|
||||
Total other expense
|
|
(278
|
)
|
|
(223
|
)
|
|
(507
|
)
|
|
(401
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
406
|
|
|
$
|
232
|
|
|
$
|
841
|
|
|
$
|
617
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common unit
|
|
$
|
0.78
|
|
|
$
|
0.44
|
|
|
$
|
1.62
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding used for basic and diluted net income per common unit calculation
|
|
348.6
|
|
|
348.6
|
|
|
348.6
|
|
|
348.6
|
|
Three and Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Common Unitholders’ Interest
|
|
Subordinated Unitholder’s Interest
|
|
General Partner’s Interest
|
|
Total Partners’ Equity
|
|||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
||||||||||||
Balance at December 31, 2019
|
348.6
|
|
|
$
|
1,792
|
|
|
135.4
|
|
|
$
|
(996
|
)
|
|
9.9
|
|
|
$
|
(81
|
)
|
|
$
|
715
|
|
Net income
|
—
|
|
|
307
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
9
|
|
|
435
|
|
||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common units, $0.63/unit
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
||||
Subordinated units, $0.63/unit
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
||||
General partner units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
||||
Balance at March 31, 2020
|
348.6
|
|
|
1,879
|
|
|
135.4
|
|
|
(962
|
)
|
|
9.9
|
|
|
(97
|
)
|
|
820
|
|
||||
Net income
|
—
|
|
|
287
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
8
|
|
|
406
|
|
||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common units, $0.64/unit
|
—
|
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
||||
Subordinated units, $0.64/unit
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
||||
General partner units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
||||
Balance at June 30, 2020
|
348.6
|
|
|
$
|
1,943
|
|
|
135.4
|
|
|
$
|
(937
|
)
|
|
9.9
|
|
|
$
|
(118
|
)
|
|
$
|
888
|
|
Three and Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Common Unitholders’ Interest
|
|
Subordinated Unitholder’s Interest
|
|
General Partner’s Interest
|
|
Total Partners’ Equity
|
|||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
||||||||||||
Balance at December 31, 2018
|
348.6
|
|
|
$
|
1,806
|
|
|
135.4
|
|
|
$
|
(990
|
)
|
|
9.9
|
|
|
$
|
(16
|
)
|
|
$
|
800
|
|
Net income
|
—
|
|
|
272
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
8
|
|
|
385
|
|
||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common units, $0.59/unit
|
—
|
|
|
(206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206
|
)
|
||||
Subordinated units, $0.59/unit
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||
General partner units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||
Balance at March 31, 2019
|
348.6
|
|
|
1,872
|
|
|
135.4
|
|
|
(965
|
)
|
|
9.9
|
|
|
(26
|
)
|
|
881
|
|
||||
Net income
|
—
|
|
|
164
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
4
|
|
|
232
|
|
||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common units, $0.60/unit
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
||||
Subordinated units, $0.60/unit
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||
General partner units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
Balance at June 30, 2019
|
348.6
|
|
|
$
|
1,827
|
|
|
135.4
|
|
|
$
|
(982
|
)
|
|
9.9
|
|
|
$
|
(44
|
)
|
|
$
|
801
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
841
|
|
|
$
|
617
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
276
|
|
|
252
|
|
||
Amortization of debt issuance costs, premium and discount
|
17
|
|
|
14
|
|
||
Loss on modification or extinguishment of debt
|
43
|
|
|
—
|
|
||
Total gains on derivatives, net
|
(29
|
)
|
|
(84
|
)
|
||
Net cash provided by settlement of derivative instruments
|
3
|
|
|
7
|
|
||
Impairment expense and loss on disposal of assets
|
5
|
|
|
5
|
|
||
Other
|
7
|
|
|
5
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables, net
|
6
|
|
|
70
|
|
||
Accounts receivable—affiliate
|
103
|
|
|
(52
|
)
|
||
Advances to affiliate
|
14
|
|
|
(25
|
)
|
||
Inventory
|
14
|
|
|
(4
|
)
|
||
Accounts payable and accrued liabilities
|
(242
|
)
|
|
(123
|
)
|
||
Due to affiliates
|
(8
|
)
|
|
(2
|
)
|
||
Deferred revenue
|
(133
|
)
|
|
7
|
|
||
Other, net
|
(40
|
)
|
|
(44
|
)
|
||
Other, net—affiliate
|
(3
|
)
|
|
(3
|
)
|
||
Net cash provided by operating activities
|
874
|
|
|
640
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Property, plant and equipment, net
|
(581
|
)
|
|
(585
|
)
|
||
Other
|
—
|
|
|
(1
|
)
|
||
Net cash used in investing activities
|
(581
|
)
|
|
(586
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from issuances of debt
|
1,995
|
|
|
649
|
|
||
Repayments of debt
|
(2,000
|
)
|
|
—
|
|
||
Debt issuance and other financing costs
|
(34
|
)
|
|
(19
|
)
|
||
Debt extinguishment costs
|
(39
|
)
|
|
—
|
|
||
Distributions to owners
|
(668
|
)
|
|
(616
|
)
|
||
Other
|
(1)
|
|
|
3
|
|
||
Net cash provided by (used in) financing activities
|
(747
|
)
|
|
17
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(454
|
)
|
|
71
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
1,962
|
|
|
1,541
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,508
|
|
|
$
|
1,612
|
|
|
June 30,
|
||
|
2020
|
||
Cash and cash equivalents
|
$
|
1,341
|
|
Restricted cash
|
167
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
1,508
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
SPL trade receivable
|
|
$
|
245
|
|
|
$
|
283
|
|
Other accounts receivable
|
|
46
|
|
|
14
|
|
||
Total accounts and other receivables, net
|
|
$
|
291
|
|
|
$
|
297
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Natural gas
|
|
$
|
12
|
|
|
$
|
9
|
|
LNG
|
|
6
|
|
|
27
|
|
||
Materials and other
|
|
83
|
|
|
80
|
|
||
Total inventory
|
|
$
|
101
|
|
|
$
|
116
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal and interconnecting pipeline facilities
|
|
$
|
16,899
|
|
|
$
|
16,894
|
|
LNG terminal construction-in-process
|
|
1,756
|
|
|
1,275
|
|
||
Accumulated depreciation
|
|
(2,078
|
)
|
|
(1,807
|
)
|
||
Total LNG terminal costs, net
|
|
16,577
|
|
|
16,362
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
29
|
|
|
27
|
|
||
Accumulated depreciation
|
|
(22
|
)
|
|
(21
|
)
|
||
Total fixed assets, net
|
|
7
|
|
|
6
|
|
||
Property, plant and equipment, net
|
|
$
|
16,584
|
|
|
$
|
16,368
|
|
|
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
|
||||||||||||||||
Liquefaction Supply Derivatives asset (liability)
|
$
|
3
|
|
|
$
|
(4
|
)
|
|
$
|
51
|
|
|
$
|
50
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
24
|
|
|
$
|
24
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Range of Significant Unobservable Inputs / Weighted Average (1)
|
Physical Liquefaction Supply Derivatives
|
|
$51
|
|
Market approach incorporating present value techniques
|
|
Henry Hub basis spread
|
|
$(0.350) - $0.172 / $0.008
|
|
(1)
|
Unobservable inputs were weighted by the relative fair value of the instruments.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Balance, beginning of period
|
|
$
|
49
|
|
|
$
|
29
|
|
|
$
|
24
|
|
|
$
|
(25
|
)
|
Realized and mark-to-market gains:
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of sales
|
|
4
|
|
|
3
|
|
|
32
|
|
|
16
|
|
||||
Purchases and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Purchases
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(1
|
)
|
|
1
|
|
|
(6
|
)
|
|
43
|
|
||||
Transfers out of Level 3 (1)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Balance, end of period
|
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
51
|
|
|
$
|
34
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
32
|
|
|
$
|
16
|
|
|
(1)
|
Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements.
|
|
|
Fair Value Measurements as of (1)
|
||||||
Consolidated Balance Sheets Location
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Derivative assets
|
|
$
|
20
|
|
|
$
|
17
|
|
Non-current derivative assets
|
|
37
|
|
|
32
|
|
||
Total derivative assets
|
|
57
|
|
|
49
|
|
||
|
|
|
|
|
||||
Derivative liabilities
|
|
(6
|
)
|
|
(9
|
)
|
||
Non-current derivative liabilities
|
|
(1
|
)
|
|
(16
|
)
|
||
Total derivative liabilities
|
|
(7
|
)
|
|
(25
|
)
|
||
|
|
|
|
|
||||
Derivative asset, net
|
|
$
|
50
|
|
|
$
|
24
|
|
|
(1)
|
Does not include collateral posted with counterparties by us of $2 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of both June 30, 2020 and December 31, 2019. Includes a natural gas supply contract that SPL has with a related party, which had a fair value of zero as of June 30, 2020.
|
|
Consolidated Statements of Income Location (1)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Liquefaction Supply Derivatives gain (loss)
|
LNG revenues
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
Liquefaction Supply Derivatives gain
|
Cost of sales
|
|
12
|
|
|
7
|
|
|
33
|
|
|
83
|
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery. 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.
|
|
|
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
|
|
|
|
|
|
|
||||||
Liquefaction Supply Derivatives
|
|
$
|
62
|
|
|
$
|
(5
|
)
|
|
$
|
57
|
|
Liquefaction Supply Derivatives
|
|
(10
|
)
|
|
3
|
|
|
(7
|
)
|
|||
As of December 31, 2019
|
|
|
|
|
|
|
||||||
Liquefaction Supply Derivatives
|
|
$
|
51
|
|
|
$
|
(2
|
)
|
|
$
|
49
|
|
Liquefaction Supply Derivatives
|
|
(27
|
)
|
|
2
|
|
|
(25
|
)
|
|
|
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 terminal
|
|
34
|
|
|
35
|
|
||
Tax-related prepayments and receivables
|
|
17
|
|
|
17
|
|
||
Information technology service prepayments
|
|
6
|
|
|
6
|
|
||
Advances made under EPC and non-EPC contracts
|
|
6
|
|
|
15
|
|
||
Other
|
|
8
|
|
|
8
|
|
||
Total other non-current assets, net
|
|
$
|
157
|
|
|
$
|
168
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
Interest costs and related debt fees
|
|
$
|
205
|
|
|
$
|
241
|
|
Accrued natural gas purchases
|
|
122
|
|
|
325
|
|
||
LNG terminal and related pipeline costs
|
|
66
|
|
|
135
|
|
||
Other accrued liabilities
|
|
17
|
|
|
8
|
|
||
Total accrued liabilities
|
|
$
|
410
|
|
|
$
|
709
|
|
|
|
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”)
|
|
—
|
|
|
—
|
|
||
Unamortized premium, discount and debt issuance costs, net
|
|
(184
|
)
|
|
(171
|
)
|
||
Total long-term debt, net
|
|
17,566
|
|
|
17,579
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility executed in 2015 (“2015 SPL Working Capital Facility”)
|
|
—
|
|
|
—
|
|
||
Total debt, net
|
|
$
|
17,566
|
|
|
$
|
17,579
|
|
|
|
2020 SPL Working Capital Facility
|
|
2019 CQP Credit Facilities
|
||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
1,500
|
|
Less:
|
|
|
|
|
||||
Outstanding balance
|
|
—
|
|
|
—
|
|
||
Commitments prepaid or terminated
|
|
—
|
|
|
750
|
|
||
Letters of credit issued
|
|
409
|
|
|
—
|
|
||
Available commitment
|
|
$
|
791
|
|
|
$
|
750
|
|
|
|
|
|
|
||||
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%
|
||||
Weighted average interest rate of outstanding balance
|
|
n/a
|
|
n/a
|
||||
Maturity date
|
|
March 19, 2025
|
|
May 29, 2024
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Total interest cost
|
|
$
|
259
|
|
|
$
|
237
|
|
|
$
|
513
|
|
|
$
|
472
|
|
Capitalized interest
|
|
(23
|
)
|
|
(7
|
)
|
|
(43
|
)
|
|
(55
|
)
|
||||
Total interest expense, net of capitalized interest
|
|
$
|
236
|
|
|
$
|
230
|
|
|
$
|
470
|
|
|
$
|
417
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior notes (1)
|
|
$
|
16,950
|
|
|
$
|
18,416
|
|
|
$
|
16,950
|
|
|
$
|
18,320
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
948
|
|
|
800
|
|
|
934
|
|
||||
Credit facilities (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Includes (1) the SPL Senior Notes except the 2037 SPL Senior Notes and (2) the 2025 CQP Senior Notes, 2026 CQP Senior Notes and 2029 CQP 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 and 2019 CQP Credit Facilities. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
LNG revenues (1)
|
|
$
|
1,336
|
|
|
$
|
1,171
|
|
|
$
|
2,785
|
|
|
$
|
2,537
|
|
LNG revenues—affiliate
|
|
61
|
|
|
455
|
|
|
249
|
|
|
760
|
|
||||
Regasification revenues
|
|
68
|
|
|
67
|
|
|
135
|
|
|
133
|
|
||||
Other revenues
|
|
9
|
|
|
12
|
|
|
23
|
|
|
23
|
|
||||
Total revenues from customers
|
|
1,474
|
|
|
1,705
|
|
|
3,192
|
|
|
3,453
|
|
||||
Net derivative gains (losses) (2)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
||||
Total revenues
|
|
$
|
1,470
|
|
|
$
|
1,705
|
|
|
$
|
3,188
|
|
|
$
|
3,454
|
|
|
(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 $388 million and $404 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $244 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 $16 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)
|
|
|
Six Months Ended June 30, 2020
|
||
Deferred revenues, beginning of period
|
|
$
|
155
|
|
Cash received but not yet recognized
|
|
22
|
|
|
Revenue recognized from prior period deferral
|
|
(155
|
)
|
|
Deferred revenues, end of period
|
|
$
|
22
|
|
|
|
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
|
|
$
|
53.3
|
|
|
9
|
|
$
|
55.0
|
|
|
10
|
Regasification revenues
|
|
2.3
|
|
|
5
|
|
2.4
|
|
|
5
|
||
Total revenues
|
|
$
|
55.6
|
|
|
|
|
$
|
57.4
|
|
|
|
|
(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 29% and 53% of our LNG revenues from contracts included in the table above during the three months ended June 30, 2020 and 2019, respectively, and approximately 37% 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
|
|||||||||
LNG revenues—affiliate
|
|
|
|
|
|
|
|
|||||||||
Cheniere Marketing Agreements
|
$
|
59
|
|
|
$
|
455
|
|
|
$
|
241
|
|
|
$
|
760
|
|
|
Contracts for Sale and Purchase of Natural Gas and LNG
|
2
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||
Total LNG revenues—affiliate
|
61
|
|
|
455
|
|
|
249
|
|
|
760
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Cost of sales—affiliate
|
|
|
|
|
|
|
|
|||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Operating and maintenance expense—affiliate
|
|
|
|
|
|
|
|
|||||||||
Services Agreements
|
48
|
|
|
37
|
|
|
81
|
|
|
66
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
General and administrative expense—affiliate
|
|
|
|
|
|
|
|
|||||||||
Services Agreements
|
24
|
|
|
27
|
|
|
49
|
|
|
48
|
|
|
|
|
|
Limited Partner Units
|
|
|
|
|
||||||||||||
|
|
Total
|
|
Common Units
|
|
Subordinated Units
|
|
General Partner Units
|
|
IDR
|
||||||||||
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
406
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
341
|
|
|
225
|
|
|
87
|
|
|
7
|
|
|
22
|
|
|||||
Assumed allocation of undistributed net income (1)
|
|
$
|
65
|
|
|
46
|
|
|
18
|
|
|
1
|
|
|
—
|
|
||||
Assumed allocation of net income
|
|
|
|
$
|
271
|
|
|
$
|
105
|
|
|
$
|
8
|
|
|
$
|
22
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
348.6
|
|
|
135.4
|
|
|
|
|
|
||||||||
Basic and diluted net income per unit (2)
|
|
|
|
$
|
0.78
|
|
|
$
|
0.78
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
232
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
316
|
|
|
211
|
|
|
83
|
|
|
7
|
|
|
15
|
|
|||||
Assumed allocation of undistributed net loss (1)
|
|
$
|
(84
|
)
|
|
(58
|
)
|
|
(24
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Assumed allocation of net income
|
|
|
|
$
|
153
|
|
|
$
|
59
|
|
|
$
|
5
|
|
|
$
|
15
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
348.6
|
|
|
135.4
|
|
|
|
|
|
||||||||
Basic and diluted net income per unit
|
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
841
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
678
|
|
|
448
|
|
|
174
|
|
|
14
|
|
|
42
|
|
|||||
Assumed allocation of undistributed net income (1)
|
|
$
|
163
|
|
|
115
|
|
|
45
|
|
|
3
|
|
|
—
|
|
||||
Assumed allocation of net income
|
|
|
|
$
|
563
|
|
|
$
|
219
|
|
|
$
|
17
|
|
|
$
|
42
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
348.6
|
|
|
135.4
|
|
|
|
|
|
||||||||
Basic and diluted net income per unit
|
|
|
|
$
|
1.62
|
|
|
$
|
1.62
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
617
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
626
|
|
|
421
|
|
|
164
|
|
|
13
|
|
|
28
|
|
|||||
Assumed allocation of undistributed net loss (1)
|
|
$
|
(9
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Assumed allocation of net income
|
|
|
|
$
|
415
|
|
|
$
|
161
|
|
|
$
|
13
|
|
|
$
|
28
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
348.6
|
|
|
135.4
|
|
|
|
|
|
||||||||
Basic and diluted net income per unit
|
|
|
|
$
|
1.19
|
|
|
$
|
1.19
|
|
|
|
|
|
|
(1)
|
Under our partnership agreement, the IDRs participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in undistributed net income.
|
(2)
|
Earnings per unit in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented.
|
|
|
Percentage of Total Revenues from External Customers
|
|
Percentage of Accounts Receivable, 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
|
|
25%
|
|
30%
|
|
26%
|
|
30%
|
|
12%
|
|
21%
|
Customer B
|
|
15%
|
|
20%
|
|
15%
|
|
19%
|
|
*
|
|
13%
|
Customer C
|
|
17%
|
|
19%
|
|
16%
|
|
19%
|
|
27%
|
|
22%
|
Customer D
|
|
16%
|
|
23%
|
|
16%
|
|
23%
|
|
17%
|
|
13%
|
Customer E
|
|
*
|
|
—%
|
|
*
|
|
—%
|
|
10%
|
|
13%
|
Customer F
|
|
11%
|
|
*
|
|
11%
|
|
*
|
|
15%
|
|
14%
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid during the period for interest, net of amounts capitalized
|
$
|
483
|
|
|
$
|
355
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements regarding our ability to pay distributions to our unitholders;
|
•
|
statements regarding our expected receipt of cash distributions from SPLNG, SPL or CTPL;
|
•
|
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
|
•
|
statements relating to the construction of our Trains, 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, including the financing of such Trains;
|
•
|
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, 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 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 Cheniere’s 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
|
•
|
As of July 31, 2020, more than 1,025 cumulative LNG cargoes totaling over 70 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.
|
•
|
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.
|
|
June 30,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Cash and cash equivalents
|
$
|
1,341
|
|
|
$
|
1,781
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
Liquefaction Project
|
167
|
|
|
181
|
|
||
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
|
|
Summarized Balance Sheets (in millions)
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,341
|
|
|
$
|
1,781
|
|
Accounts receivable from Non-Guarantors
|
|
28
|
|
|
43
|
|
||
Other current assets
|
|
42
|
|
|
33
|
|
||
Current assets—affiliate
|
|
132
|
|
|
145
|
|
||
Total current assets
|
|
1,543
|
|
|
2,002
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
2,523
|
|
|
2,533
|
|
||
Other non-current assets, net
|
|
119
|
|
|
122
|
|
||
Total assets
|
|
$
|
4,185
|
|
|
$
|
4,657
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Due to affiliates
|
|
$
|
134
|
|
|
$
|
158
|
|
Deferred revenue from Non-Guarantors
|
|
21
|
|
|
21
|
|
||
Deferred revenue—affiliate
|
|
—
|
|
|
1
|
|
||
Other current liabilities
|
|
113
|
|
|
111
|
|
||
Other current liabilities from Non-Guarantors
|
|
1
|
|
|
—
|
|
||
Total current liabilities
|
|
269
|
|
|
291
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
4,057
|
|
|
4,055
|
|
||
Other non-current liabilities
|
|
86
|
|
|
83
|
|
||
Non-current liabilities—affiliate
|
|
18
|
|
|
20
|
|
||
Total liabilities
|
|
$
|
4,430
|
|
|
$
|
4,449
|
|
Summarized Statement of Income (in millions)
|
|
Six Months Ended June 30, 2020
|
||
|
|
|
||
Revenues
|
|
$
|
157
|
|
Revenues from Non-Guarantors
|
|
266
|
|
|
Total revenues
|
|
423
|
|
|
|
|
|
||
Operating costs and expenses
|
|
87
|
|
|
Operating costs and expenses—affiliate
|
|
103
|
|
|
Total operating costs and expenses
|
|
190
|
|
|
|
|
|
||
Income from operations
|
|
233
|
|
|
Net income
|
|
126
|
|
|
|
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”) and our 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.
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating cash flows
|
$
|
874
|
|
|
$
|
640
|
|
Investing cash flows
|
(581
|
)
|
|
(586
|
)
|
||
Financing cash flows
|
(747
|
)
|
|
17
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(454
|
)
|
|
71
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
1,962
|
|
|
1,541
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,508
|
|
|
$
|
1,612
|
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the 2030 SPL Senior Notes, which was used to redeem all of the outstanding 2021 SPL Senior Notes;
|
•
|
$39 million of debt extinguishment costs related to the redemption of the 2021 SPL Senior Notes;
|
•
|
$34 million of debt issuance costs related to up-front fees paid upon closing of the 2030 SPL Senior Notes and the 2020 SPL Working Capital Facility; and
|
•
|
$668 million of distributions to unitholders.
|
|
|
|
|
|
|
|
|
Total Distribution (in millions)
|
||||||||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution Per Common Unit
|
|
Distribution Per Subordinated Unit
|
|
Common Units
|
|
Subordinated Units
|
|
General Partner Units
|
|
Incentive Distribution Rights
|
||||||||||||
May 15, 2020
|
|
January 1 - March 31, 2020
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
223
|
|
|
$
|
86
|
|
|
$
|
7
|
|
|
$
|
20
|
|
February 14, 2020
|
|
October 1- December 31, 2019
|
|
0.63
|
|
|
0.63
|
|
|
220
|
|
|
85
|
|
|
6
|
|
|
18
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
May 15, 2019
|
|
January 1 - March 31, 2019
|
|
0.60
|
|
|
0.60
|
|
|
209
|
|
|
81
|
|
|
6
|
|
|
13
|
|
||||||
February 14, 2019
|
|
October 1 - December 31, 2018
|
|
0.59
|
|
|
0.59
|
|
|
206
|
|
|
80
|
|
|
6
|
|
|
12
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions, except volumes)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
LNG revenues
|
$
|
1,332
|
|
|
$
|
1,171
|
|
|
$
|
161
|
|
|
$
|
2,781
|
|
|
$
|
2,538
|
|
|
$
|
243
|
|
LNG revenues—affiliate
|
61
|
|
|
455
|
|
|
(394
|
)
|
|
249
|
|
|
760
|
|
|
(511
|
)
|
||||||
Regasification revenues
|
68
|
|
|
67
|
|
|
1
|
|
|
135
|
|
|
133
|
|
|
2
|
|
||||||
Other revenues
|
9
|
|
|
12
|
|
|
(3
|
)
|
|
23
|
|
|
23
|
|
|
—
|
|
||||||
Total revenues
|
$
|
1,470
|
|
|
$
|
1,705
|
|
|
$
|
(235
|
)
|
|
$
|
3,188
|
|
|
$
|
3,454
|
|
|
$
|
(266
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LNG volumes recognized as revenues (in TBtu)
|
207
|
|
|
305
|
|
|
(98
|
)
|
|
534
|
|
|
568
|
|
|
(34
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Cost of sales
|
$
|
398
|
|
|
$
|
880
|
|
|
$
|
(482
|
)
|
|
$
|
1,097
|
|
|
$
|
1,759
|
|
|
$
|
(662
|
)
|
Cost of sales—affiliate
|
5
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Operating and maintenance expense
|
165
|
|
|
162
|
|
|
3
|
|
|
317
|
|
|
300
|
|
|
17
|
|
||||||
Operating and maintenance expense—affiliate
|
48
|
|
|
37
|
|
|
11
|
|
|
81
|
|
|
66
|
|
|
15
|
|
||||||
General and administrative expense
|
8
|
|
|
3
|
|
|
5
|
|
|
10
|
|
|
6
|
|
|
4
|
|
||||||
General and administrative expense—affiliate
|
24
|
|
|
27
|
|
|
(3
|
)
|
|
49
|
|
|
48
|
|
|
1
|
|
||||||
Depreciation and amortization expense
|
138
|
|
|
138
|
|
|
—
|
|
|
276
|
|
|
252
|
|
|
24
|
|
||||||
Impairment expense and loss on disposal of assets
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
5
|
|
|
5
|
|
|
—
|
|
||||||
Total operating costs and expenses
|
$
|
786
|
|
|
$
|
1,250
|
|
|
$
|
(464
|
)
|
|
$
|
1,840
|
|
|
$
|
2,436
|
|
|
$
|
(596
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in millions)
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||||
Interest expense, net of capitalized interest
|
$
|
236
|
|
|
$
|
230
|
|
|
$
|
6
|
|
|
$
|
470
|
|
|
$
|
417
|
|
|
$
|
53
|
|
Loss on modification or extinguishment of debt
|
42
|
|
|
—
|
|
|
42
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Other income, net
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
(6
|
)
|
|
(16
|
)
|
|
10
|
|
||||||
Total other expense
|
$
|
278
|
|
|
$
|
223
|
|
|
$
|
55
|
|
|
$
|
507
|
|
|
$
|
401
|
|
|
$
|
106
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
50
|
|
|
$
|
1
|
|
|
$
|
24
|
|
|
$
|
1
|
|
ITEM 1A.
|
RISK FACTORS
|
Exhibit No.
|
|
Description
|
4.1
|
|
|
10.1
|
|
|
10.2*
|
|
|
22.1*
|
|
|
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
|
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.
|
|
|
CHENIERE ENERGY PARTNERS, L.P.
|
|
|
|
By:
|
Cheniere Energy Partners GP, LLC,
its general partner
|
|
|
|
|
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
|
Entity
|
|
Jurisdiction of Organization
|
|
Role
|
Cheniere Energy Partners, L.P.
|
|
Delaware
|
|
Issuer
|
Cheniere Energy Investments, LLC
|
|
Delaware
|
|
Guarantor
|
Sabine Pass LNG-GP, LLC
|
|
Delaware
|
|
Guarantor
|
Sabine Pass LNG, L.P.
|
|
Delaware
|
|
Guarantor
|
Sabine Pass Tug Services, LLC
|
|
Delaware
|
|
Guarantor
|
Cheniere Pipeline GP Interests, LLC
|
|
Delaware
|
|
Guarantor
|
Cheniere Creole Trail Pipeline, L.P.
|
|
Delaware
|
|
Guarantor
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cheniere Energy Partners, L.P.;
|
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 Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cheniere Energy Partners, L.P.;
|
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 Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|
(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 Partnership.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
|
Chief Executive Officer of
|
Cheniere Energy Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|
(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 Partnership.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Cheniere Energy Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|