We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cheniere Energy Inc | AMEX:LNG | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 161.81 | 0 | 01:00:00 |
|
Delaware
|
95-4352386
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
700 Milam Street, Suite 1900
|
|
Houston, Texas
|
77002
|
(Address of principal executive offices)
|
(Zip code)
|
Common Stock, $ 0.003 par value
|
NYSE MKT
|
(Title of Class)
|
(Name of each exchange on which registered)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
(Do not check if a smaller reporting 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 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
|
|
Securities and Exchange Commission
|
SPA
|
|
LNG sale and purchase agreement
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
TUA
|
|
terminal use agreement
|
•
|
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions thereof, by certain dates, or at all;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
statements relating to the construction of our Trains and pipeline, including statements concerning the engagement of any
EPC
contractor or other contractor and the anticipated terms and provisions of any agreement with any such
EPC
or other contractor, and anticipated costs related thereto;
|
•
|
statements regarding any
SPA
or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
|
•
|
statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
|
•
|
statements regarding our planned development and construction of additional Trains and pipelines, including the financing of such Trains;
|
•
|
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; and
|
•
|
any other statements that relate to non-historica
l or future information.
|
ITEMS 1. AND 2.
|
BUSINESS AND PROPERTIES
|
•
|
completing construction and commencing operation of the first five Trains of the
SPL Project
and the first two Trains of the
CCL Project
;
|
•
|
safely, efficiently and reliably maintaining and operating our assets;
|
•
|
obtaining the requisite long-term commercial contracts and financing to reach an FID regarding Train 3 of the
CCL Project
and Train 6 of the
SPL Project
;
|
•
|
developing business relationships for the marketing of additional long- and medium-term agreements for
Cheniere Marketing
’s LNG volumes and additional LNG liquefaction projects or expansions;
|
•
|
expanding our existing asset base through acquisitions or development of complementary businesses or assets across the LNG value chain; and
|
•
|
maintaining a flexible capital structure to finance the acquisition, development, construction and operation of the energy assets needed to supply our customers.
|
•
|
LNG terminal business; and
|
•
|
LNG and natural gas marketing business.
|
|
SPL Trains 1 & 2
|
|
SPL Trains 3 & 4
|
|
SPL Train 5
|
|||
Overall project completion percentage
|
100%
|
|
95.5%
|
|
52.4%
|
|||
Completion percentage of:
|
|
|
|
|
|
|||
Engineering
|
100%
|
|
100%
|
|
96.6%
|
|||
Procurement
|
100%
|
|
100%
|
|
76.6%
|
|||
Subcontract work
|
100%
|
|
78.6%
|
|
43.7%
|
|||
Construction
|
100%
|
|
93.2%
|
|
11.3%
|
|||
Date of expected substantial completion
|
Train 1
|
Operational
|
|
Train 3
|
1Q 2017
|
|
Train 5
|
2H 2019
|
|
Train 2
|
Operational
|
|
Train 4
|
2H 2017
|
|
|
|
•
|
Trains 1 through 4—
FTA countries
for a 30-year term, which commenced on May 15, 2016, and
non-FTA countries
for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16
mtpa
(approximately 803
Bcf/yr
of natural gas).
|
•
|
Trains 1 through 4—
FTA countries
for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203
Bcf/yr
of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—
FTA countries
and
non-FTA countries
for a 20-year term, in an amount up to a combined total of 503.3
Bcf/yr
of natural gas (approximately 10 mtpa).
|
|
BG Gulf Coast LNG, LLC
|
|
Gas Natural Fenosa LNG GOM, Limited
|
|
Korea Gas Corporation
|
|
GAIL (India) Limited
|
|
Total Gas & Power North America, Inc. (“Total”)
|
|
Centrica plc
|
Annual contract quantity of LNG (in million MMBtu)
|
286.50 (1) (2)
|
|
182.50 (3)
|
|
182.50
|
|
182.50
|
|
104.75
|
|
91.25
|
Annual contract quantity of LNG (mtpa)
|
5.5
|
|
3.5
|
|
3.5
|
|
3.5
|
|
2.0
|
|
1.75
|
Expected annual fixed fees (in millions)
|
$723 (1)
|
|
$454
|
|
$548
|
|
$548
|
|
$314
|
|
$274
|
Fixed fees $/MMBtu
|
$2.25 - $3.00 (1)
|
|
$2.49
|
|
$3.00
|
|
$3.00
|
|
$3.00
|
|
$3.00
|
Variable fee per MMBtu
|
115% of
Henry Hub
|
|
115% of
Henry Hub
|
|
115% of Henry Hub
|
|
115% of Henry Hub
|
|
115% of
Henry Hub |
|
115% of
Henry Hub |
Contract start (date of first commercial delivery for applicable Train)
|
Train 1 (1)
|
|
Train 2
|
|
Train 3
|
|
Train 4
|
|
Train 5
|
|
Train 5
|
Guarantor
|
BG Energy Holdings Limited
|
|
Gas Natural SDG S.A.
|
|
N/A
|
|
N/A
|
|
Total S.A.
|
|
N/A
|
Principal place of business of customer
|
United States
|
|
Republic of Ireland
|
|
Republic of Korea
|
|
India
|
|
United States
|
|
England and Wales
|
|
(1)
|
Includes an annual contract quantity of 182.5 million MMBtu of LNG upon the date of first commercial delivery of Train 1 with a fixed fee of $2.25 per MMBtu and includes additional annual contract quantities of 36.5 million MMBtu, 34.0
|
(2)
|
Does not include 500,000 MMBtu/d of LNG at a fixed fee of $2.25 per MMBtu of LNG that was available upon Train 1 becoming commercially operable prior to the beginning of its first delivery window.
|
(3)
|
Does not include 285,000 MMBtu/d of LNG at a fixed fee of $2.49 per MMBtu of LNG that is available upon Train 2 becoming commercially operable prior to the beginning of its first delivery window.
|
|
CCL Stage 1
|
|
Overall project completion percentage
|
49.2%
|
|
Completion percentage of:
|
|
|
Engineering
|
100%
|
|
Procurement
|
65.6%
|
|
Construction
|
21.4%
|
|
Expected date of substantial completion
|
Train 1
|
1H 2019
|
|
Train 2
|
2H 2019
|
•
|
CCL Project—
FTA countries
for a 25-year term and to
non-FTA countries
for a 20-year term up to a combined total of the equivalent of 767
Bcf/yr
(approximately 15 mtpa) of natural gas. A party to the proceeding requested a rehearing of the authorization to
non-FTA countries
, which was denied by the DOE in May 2016. In July 2016, the same party petitioned the U.S. Court of Appeals for the District of Columbia Circuit to review the authorization to
non-FTA countries
and the DOE order denying the request for rehearing of the same. The appeal is pending.
|
•
|
CCL Stage III entities—
FTA countries
for a 20-year term in an amount equivalent to 514 Bcf/yr (approximately 10 mtpa) of natural gas. The application for authorization to export that same 514 Bcf/yr of domestically produced LNG by vessel to
non-FTA countries
is currently pending at the DOE.
|
|
Endesa S.A.
|
|
Iberdrola S.A.
|
|
Gas Natural Fenosa LNG GOM, Limited
|
|
Woodside Energy Trading Singapore Pte Ltd
|
|
PT Pertamina (Persero)
|
|
Électricité de France, S.A.
|
|
EDP Energias de Portugal S.A
|
Annual contract quantity of LNG (in million MMBtu)
|
117.32
|
|
39.68 (1)
|
|
78.22
|
|
44.12
|
|
79.36 (2)
|
|
40.00
|
|
40.00
|
Annual contract quantity of LNG (mtpa)
|
2.25
|
|
0.76
|
|
1.50
|
|
0.85
|
|
1.52
|
|
0.77
|
|
0.77
|
Expected annual fixed fees (in millions)
|
$411
|
|
$139
|
|
$274
|
|
$154
|
|
$278 (2)
|
|
$140
|
|
$140
|
Fixed fees $/MMBtu
|
$3.50
|
|
$3.50
|
|
$3.50
|
|
$3.50
|
|
$3.50
|
|
$3.50
|
|
$3.50
|
Variable fee per MMBtu
|
115% of
Henry Hub |
|
115% of
Henry Hub |
|
115% of Henry Hub
|
|
115% of Henry Hub
|
|
115% of
Henry Hub |
|
115% of
Henry Hub |
|
115% of
Henry Hub |
Contract start (date of first commercial delivery for applicable Train)
|
Train 1
|
|
Train 2
|
|
Train 2
|
|
Train 2
|
|
Train 1/
Train 2
|
|
Train 2
|
|
Train 3
|
Guarantor
|
N/A
|
|
N/A
|
|
Gas Natural SDG, S.A.
|
|
Woodside Petroleum, LTD
|
|
N/A
|
|
N/A
|
|
N/A
|
Principal place of business of customer
|
Spain
|
|
Spain
|
|
Republic of Ireland
|
|
Singapore
|
|
Indonesia
|
|
France
|
|
Portugal
|
|
(1)
|
Does not include bridging volumes of 19.84 million MMBtu of LNG per contract year, starting on the date on which Train 1 of the CCL Project becomes commercially operable and ending on the date of the first commercial delivery of LNG from Train 2 of the CCL Project.
|
(2)
|
Includes an annual contract quantity of 39.68 million MMBtu of LNG for the contract year in which the date of first commercial delivery for Train 2 occurs and each subsequent year, an additional 39.68 million MMBtu of LNG. Expected annual fixed fees of $278 million is following commercial in service date of Train 2 and includes $139 million for each of Trains 1 and 2.
|
•
|
rates and charges for natural gas transportation and related services;
|
•
|
the certification and construction of new facilities;
|
•
|
the extension and abandonment of services and facilities;
|
•
|
the maintenance of accounts and records;
|
•
|
the acquisition and disposition of facilities;
|
•
|
the initiation and discontinuation of services; and
|
•
|
various other matters.
|
•
|
pursuant to an
SPA
with SPL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers;
|
•
|
pursuant to
SPA
s with CCL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by CCL that is not required for other customers; and
|
•
|
a portfolio of LNG vessel time charters.
|
•
|
large, multinational and national companies with longer operating histories, more development experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources;
|
•
|
oil and gas producers who sell or control LNG derived from their international oil and gas properties; and
|
•
|
purchasers located in other countries where prevailing market prices can be substantially different from those in the United States.
|
•
|
major integrated marketers who have large amounts of capital to support their marketing operations and offer a full-range of services and market numerous products other than natural gas;
|
•
|
producer marketers who sell their own natural gas production or the production of their affiliated natural gas production company;
|
•
|
small geographically focused marketers who focus on marketing natural gas for the geographic area in which their affiliated distributor operates; and
|
•
|
aggregators who gather small volumes of natural gas from various sources, combine them and sell the larger volumes for more favorable prices and terms than would be possible selling the smaller volumes separately.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Risks Relating to Our Financial Matters;
|
•
|
Risks Relating to Our LNG Terminal Business;
|
•
|
Risks Relating to Our LNG and Natural Gas Marketing Business;
|
•
|
Risks Relating to Our LNG Businesses in General; and
|
•
|
Risks Relating to Our Business in General.
|
•
|
make certain investments;
|
•
|
purchase, redeem or retire equity interests;
|
•
|
issue preferred stock;
|
•
|
sell or transfer assets;
|
•
|
incur liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge, sell or lease all or substantially all of our assets; and
|
•
|
enter into sale and leaseback transactions.
|
•
|
expected supply is less than the amount hedged;
|
•
|
the counterparty to the hedging contract defaults on its contractual obligations; or
|
•
|
there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received.
|
•
|
the facilities’ performing below expected levels of efficiency;
|
•
|
breakdown or failures of equipment;
|
•
|
operational errors by vessel or tug operators;
|
•
|
operational errors by us or any contracted facility operator;
|
•
|
labor disputes; and
|
•
|
weather-related interruptions of operations.
|
•
|
design and engineer each Train to operate in accordance with specifications;
|
•
|
engage and retain third-party subcontractors and procure equipment and supplies;
|
•
|
respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;
|
•
|
attract, develop and retain skilled personnel, including engineers;
|
•
|
post required construction bonds and comply with the terms thereof;
|
•
|
manage the construction process generally, including coordinating with other contractors and regulatory agencies; and
|
•
|
maintain their own financial condition, including adequate working capital.
|
•
|
perform ongoing assessments of pipeline integrity;
|
•
|
identify and characterize applicable threats to pipeline segments that could impact a “high consequence area”;
|
•
|
improve data collection, integration and analysis;
|
•
|
repair and remediate the pipeline as necessary; and
|
•
|
implement preventative and mitigating actions.
|
•
|
additions to competitive regasification capacity in North America, Europe, Asia and other markets, which could divert LNG from the Sabine Pass LNG terminal;
|
•
|
competitive liquefaction capacity in North America;
|
•
|
insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide;
|
•
|
insufficient LNG tanker capacity;
|
•
|
weather conditions;
|
•
|
reduced demand and lower prices for natural gas;
|
•
|
increased natural gas production deliverable by pipelines, which could suppress demand for LNG;
|
•
|
decreased oil and natural gas exploration activities, which may decrease the production of natural gas;
|
•
|
cost improvements that allow competitors to offer LNG regasification services or provide natural gas liquefaction capabilities at reduced prices;
|
•
|
changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;
|
•
|
changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;
|
•
|
political conditions in natural gas producing regions;
|
•
|
adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and
|
•
|
cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
|
•
|
increased construction costs;
|
•
|
economic downturns, increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
|
•
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
|
•
|
the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;
|
•
|
political unrest or local community resistance to the siting of LNG facilities due to safety, environmental or security concerns; and
|
•
|
any significant explosion, spill or similar incident involving an LNG facility or LNG vessel.
|
•
|
an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards;
|
•
|
political or economic disturbances in the countries where the vessels are being constructed;
|
•
|
changes in governmental regulations or maritime self-regulatory organizations;
|
•
|
work stoppages or other labor disturbances at the shipyards;
|
•
|
bankruptcy or other financial crisis of shipbuilders;
|
•
|
quality or engineering problems;
|
•
|
weather interference or a catastrophic event, such as a major earthquake, tsunami or fire; and
|
•
|
shortages of or delays in the receipt of necessary construction materials.
|
•
|
increases in worldwide LNG production capacity and availability of LNG for market supply;
|
•
|
increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply;
|
•
|
increases in the cost to supply natural gas feedstock to our liquefaction projects;
|
•
|
decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel;
|
•
|
decreases in the price of non-U.S. LNG, including decreases in price as a result of contracts indexed to lower oil prices;
|
•
|
increases in capacity and utilization of nuclear power and related facilities; and
|
•
|
displacement of LNG by pipeline natural gas or alternate fuels in locations where access to these energy sources is not currently available.
|
•
|
domestic and worldwide supply of and demand for natural gas and corresponding fluctuations in the price of natural gas;
|
•
|
fluctuations in our quarterly or annual financial results or those of other companies in our industry;
|
•
|
issuance of additional equity securities which causes further dilution to stockholders;
|
•
|
sales of a high volume of shares of our common stock by our stockholders;
|
•
|
operating and stock price performance of companies that investors deem comparable to us;
|
•
|
events affecting other companies that the market deems comparable to us;
|
•
|
changes in government regulation or proposals applicable to us;
|
•
|
actual or potential non-performance by any customer or a counterparty under any agreement;
|
•
|
announcements made by us or our competitors of significant contracts;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
general conditions in the industries in which we operate;
|
•
|
general economic conditions;
|
•
|
the failure of securities analysts to cover our common stock or changes in financial or other estimates by analysts; and
|
•
|
other factors described in these “Risk Factors.”
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
|
|
|
High
|
|
Low
|
||||
2016
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
39.00
|
|
|
$
|
22.80
|
|
Second Quarter
|
|
39.75
|
|
|
31.02
|
|
||
Third Quarter
|
|
46.00
|
|
|
35.86
|
|
||
Fourth Quarter
|
|
44.45
|
|
|
35.07
|
|
||
|
|
|
|
|
||||
2015
|
|
|
|
|
||||
First Quarter
|
|
$
|
82.32
|
|
|
$
|
65.68
|
|
Second Quarter
|
|
81.12
|
|
|
67.38
|
|
||
Third Quarter
|
|
71.11
|
|
|
46.23
|
|
||
Fourth Quarter
|
|
54.95
|
|
|
35.09
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share (2)
|
|
Total Number of Shares Purchased as a Part of Publicly Announced Plans
|
|
Maximum Number of Units That May Yet Be Purchased Under the Plans
|
October 1 - 31, 2016
|
|
11,461
|
|
$43.60
|
|
—
|
|
—
|
November 1 - 30, 2016
|
|
6,201
|
|
$37.42
|
|
—
|
|
—
|
December 1 - 31, 2016
|
|
26,160
|
|
$41.42
|
|
—
|
|
—
|
|
(1)
|
Represents shares surrendered to us by participants in our share-based compensation plans to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under these plans.
|
(2)
|
The price paid per share was based on the closing trading price of our common stock on the dates on which we repurchased shares from the participants under our share-based compensation plans.
|
Company / Index
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
Cheniere Energy, Inc.
|
|
100.00
|
|
|
216.11
|
|
|
496.20
|
|
|
810.13
|
|
|
428.65
|
|
|
476.75
|
|
S&P 500 Index
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
New Peer Group
|
|
100.00
|
|
|
109.58
|
|
|
133.62
|
|
|
160.17
|
|
|
127.71
|
|
|
160.51
|
|
Old Peer Group
|
|
100.00
|
|
|
110.77
|
|
|
136.39
|
|
|
164.87
|
|
|
114.67
|
|
|
148.23
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenues
|
|
$
|
1,283,167
|
|
|
$
|
270,885
|
|
|
$
|
267,954
|
|
|
$
|
267,213
|
|
|
$
|
266,220
|
|
Loss from operations
|
|
(29,367
|
)
|
|
(449,313
|
)
|
|
(272,179
|
)
|
|
(328,328
|
)
|
|
(76,454
|
)
|
|||||
Interest expense, net of capitalized interest
|
|
(488,390
|
)
|
|
(322,083
|
)
|
|
(181,236
|
)
|
|
(178,400
|
)
|
|
(200,811
|
)
|
|||||
Net loss attributable to common stockholders
|
|
(609,991
|
)
|
|
(975,109
|
)
|
|
(547,932
|
)
|
|
(507,922
|
)
|
|
(332,780
|
)
|
|||||
Net loss per share attributable to common stockholders—basic and diluted
|
|
$
|
(2.67
|
)
|
|
$
|
(4.30
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(1.83
|
)
|
Weighted average number of common shares outstanding—basic and diluted
|
|
228,768
|
|
|
226,903
|
|
|
224,338
|
|
|
218,869
|
|
|
181,768
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Property, plant and equipment, net
|
|
$
|
20,635,294
|
|
|
$
|
16,193,907
|
|
|
$
|
9,246,753
|
|
|
$
|
6,454,399
|
|
|
$
|
3,282,305
|
|
Total assets
|
|
23,702,737
|
|
|
18,809,053
|
|
|
12,432,783
|
|
|
9,570,817
|
|
|
4,618,203
|
|
|||||
Current debt, net
|
|
247,467
|
|
|
1,673,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net
|
|
21,687,532
|
|
|
14,920,427
|
|
|
9,665,184
|
|
|
6,473,853
|
|
|
2,146,231
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
SPL commenced production and shipment of LNG commissioning cargoes from Trains 1 and 2 of the
SPL Project
in February and August 2016, respectively, and achieved substantial completion and commenced operating activities in May and September 2016, respectively.
|
•
|
In September 2016, SPL initiated the commissioning process for Train 3 of the
SPL Project
.
|
•
|
In November 2016, the date of first commercial delivery was reached under SPL’s fixed price, 20-year SPA with BG Gulf Coast LNG, LLC relating to the first train of the
SPL Project
.
|
•
|
Our Board of Directors appointed Jack A. Fusco as our President and Chief Executive Officer in May 2016.
|
•
|
In February 2016, Cheniere Partners entered into a Credit and Guaranty Agreement for the incurrence of debt of up to an aggregate amount of approximately $2.8 billion
(the “2016 CQP Credit Facilities”)
. The
2016 CQP Credit Facilities
consist of: (1) a
$450.0 million
CTPL tranche term loan that was used to prepay the
$400.0 million
term loan facility
(the “CTPL Term Loan”)
in February 2016, (2) an approximately
$2.1 billion
SPLNG tranche term loan that was used to repay and redeem the approximately
$2.1 billion
of the 7.50% Senior Secured Notes due 2016 issued by SPLNG
(the “2016 SPLNG Senior Notes”)
and the 6.50% Senior Secured Notes due 2020 issued by SPLNG
(the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”)
in November 2016, (3) a
$125.0 million
debt service reserve credit facility
(the “DSR Facility”)
that may be used to satisfy a
six
-month debt service reserve requirement and (4) a
$115.0 million
revolving credit facility that may be used for general business purposes.
|
•
|
In May and December 2016, CCH issued an aggregate principal amount of $1.25 billion of 7.000% Senior Secured Notes due 2024
(the “2024 CCH Senior Notes”)
and an aggregate principal amount of $1.5 billion of 5.875% Senior Secured Notes due 2025
(the “2025 CCH Senior Notes”)
, respectively. Net proceeds from the 2024 CCH Senior Notes and 2025 CCH Senior Notes of approximately $1.1 billion and $1.4 billion, respectively, after deducting commissions, fees and expenses and incremental interest required under the respective senior notes during construction, were used to prepay a portion of the outstanding borrowings under its credit facility
(the “2015 CCH Credit Facility”)
.
|
•
|
In June and September 2016, SPL issued 5.875% Senior Secured Notes due 2026
(the “2026 SPL Senior Notes”)
and 5.00% Senior Secured Notes due 2027
(the “2027 SPL Senior Notes”)
, respectively, for aggregate principal amounts of $1.5 billion each. Net proceeds of the offerings of the 2026 SPL Senior Notes and 2027 SPL Senior Notes were approximately $1.3 billion and $1.4 billion, respectively, after deducting commissions, fees and expenses and incremental interest required under the respective senior notes during construction. The net proceeds were used to prepay a portion (for the
2026 SPL Senior Notes
) and all (for the
2027 SPL Senior Notes
) of the outstanding borrowings under the credit facilities we entered into in June 2015
(the “2015 SPL Credit Facilities”)
. The remaining proceeds from the
2027 SPL
|
•
|
In December 2016, CCH entered into a $350 million Working Capital Facility Agreement
(“CCH Working Capital Facility”)
that will be used primarily for certain working capital requirements related to developing and placing into operation the
CCL Project
.
|
•
|
In December 2016, Cheniere terminated negotiations with the conflicts committee of the board of directors of Cheniere Holdings regarding Cheniere’s previously announced non-binding proposal to acquire all of the publicly held shares of Cheniere Holdings not already owned by Cheniere in a stock-for-stock exchange transaction. Subsequent to the termination of negotiations, Cheniere acquired a total of 5,785,161 shares of Cheniere Holdings through individually negotiated transactions with shareholders of Cheniere Holdings.
|
•
|
Standard & Poor’s (“S&P”) upgraded Cheniere’s corporate rating to BB- from B+ in January 2016 and upgraded SPL’s senior secured rating to BBB- from BB+ in September 2016. Additionally, Moody’s Investors Service upgraded SPL’s senior secured rating to Ba2 from Ba3 in April 2016, and further upgraded it to Ba1 in December 2016. In January 2017, Fitch Ratings assigned SPL a senior secured investment grade rating of BBB-.
|
•
|
Cheniere Partners through operating cash flows from SPLNG, SPL and CTPL and debt or equity offerings;
|
•
|
Cheniere through project financing, existing unrestricted cash, debt and equity offerings by us or our subsidiaries, operating cash flows, services fees from Cheniere Holdings, Cheniere Partners and its other subsidiaries and distributions from our investments in Cheniere Holdings and Cheniere Partners.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
875,836
|
|
|
$
|
1,201,112
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
SPLNG debt service and interest payment
|
—
|
|
|
91,065
|
|
||
SPL Project
|
357,953
|
|
|
189,260
|
|
||
CTPL construction and interest payment
|
—
|
|
|
7,882
|
|
||
CQP and cash held by guarantor subsidiaries
|
246,991
|
|
|
—
|
|
||
CCL Project
|
270,540
|
|
|
46,770
|
|
||
Other
|
75,233
|
|
|
200,142
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
2015 SPL Credit Facilities
|
1,642,133
|
|
|
3,755,000
|
|
||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
652,823
|
|
|
1,049,785
|
|
||
2016 CQP Credit Facilities
|
195,000
|
|
|
—
|
|
||
2015 CCH Credit Facility
|
3,602,714
|
|
|
5,690,714
|
|
||
CCH Working Capital Facility
|
350,000
|
|
|
—
|
|
|
SPL Trains 1 & 2
|
|
SPL Trains 3 & 4
|
|
SPL Train 5
|
|||
Overall project completion percentage
|
100%
|
|
95.5%
|
|
52.4%
|
|||
Completion percentage of:
|
|
|
|
|
|
|||
Engineering
|
100%
|
|
100%
|
|
96.6%
|
|||
Procurement
|
100%
|
|
100%
|
|
76.6%
|
|||
Subcontract work
|
100%
|
|
78.6%
|
|
43.7%
|
|||
Construction
|
100%
|
|
93.2%
|
|
11.3%
|
|||
Date of expected substantial completion
|
Train 1
|
Operational
|
|
Train 3
|
1Q 2017
|
|
Train 5
|
2H 2019
|
|
Train 2
|
Operational
|
|
Train 4
|
2H 2017
|
|
|
|
•
|
Trains 1 through 4—
FTA countries
for a 30-year term, which commenced on May 15, 2016, and
non-FTA countries
for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16
mtpa
(approximately 803
Bcf/yr
of natural gas).
|
•
|
Trains 1 through 4—
FTA countries
for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203
Bcf/yr
of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—
FTA countries
and
non-FTA countries
for a 20-year term, in an amount up to a combined total of 503.3
Bcf/yr
of natural gas (approximately 10 mtpa).
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Senior Notes (1)
|
|
$
|
11,500,000
|
|
|
$
|
10,585,500
|
|
CTPL Term Loan
|
|
—
|
|
|
400,000
|
|
||
Credit facilities outstanding balance (2)
|
|
3,097,500
|
|
|
860,000
|
|
||
Letters of credit issued (3)
|
|
323,677
|
|
|
135,215
|
|
||
Available commitments under credit facilities (3)
|
|
2,294,956
|
|
|
4,804,785
|
|
||
Total capital resources from borrowings and available commitments (4)
|
|
$
|
17,216,133
|
|
|
$
|
16,785,500
|
|
|
(1)
|
Includes 2016 SPLNG Senior Notes and 2020 SPLNG Senior Notes, and SPL’s 5.625% Senior Secured Notes due 2021, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023
(the “2023 SPL Senior Notes”)
, 5.75% Senior Secured Notes due 2024
(the “2024 SPL Senior Notes”)
, 5.625% Senior Secured Notes due 2025
(the “2025 SPL Senior Notes”)
, 2026 SPL Senior Notes and 2027 SPL Senior Notes
(collectively, the “SPL Senior Notes”)
.
|
(2)
|
Includes
2015 SPL Credit Facilities
,
SPL Working Capital Facility
and CTPL and SPLNG tranche term loans outstanding under the
2016 CQP Credit Facilities
.
|
(3)
|
Includes
2015 SPL Credit Facilities
and
SPL Working Capital Facility
. Does not include the letters of credit issued or available commitments under the
2016 CQP Credit Facilities
, which are not specifically for the
SPL Project
.
|
(4)
|
Does not include Cheniere’s additional borrowings from
2021 Cheniere Convertible Unsecured Notes
and the
2045 Cheniere Convertible Senior Notes
, which may be used for the
SPL Project
.
|
|
CCL Stage 1
|
|
Overall project completion percentage
|
49.2%
|
|
Project completion percentage of:
|
|
|
Engineering
|
100%
|
|
Procurement
|
65.6%
|
|
Construction
|
21.4%
|
|
Expected date of substantial completion
|
Train 1
|
1H 2019
|
|
Train 2
|
2H 2019
|
•
|
CCL Project—
FTA countries
for a 25-year term and to
non-FTA countries
for a 20-year term up to a combined total of the equivalent of 767
Bcf/yr
(approximately 15 mtpa) of natural gas. A party to the proceeding requested a rehearing of the authorization to
non-FTA countries
, which was denied by the DOE in May 2016. In July 2016, the same party petitioned the U.S. Court of Appeals for the District of Columbia Circuit to review the authorization to
non-FTA countries
and the DOE order denying the request for rehearing of the same. The appeal is pending.
|
•
|
CCL Stage III entities—FTA countries for a 20-year term in an amount equivalent to 514 Bcf/yr (approximately 10 mtpa) of natural gas. The application for authorization to export that same 514 Bcf/yr of domestically produced LNG by vessel to non-FTA countries is currently pending at the DOE.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
CCH Senior Notes (1)
|
|
$
|
2,750,000
|
|
|
$
|
—
|
|
11% Convertible Senior Secured Notes due 2025
|
|
1,171,008
|
|
|
1,050,588
|
|
||
Credit facilities outstanding balance (2)
|
|
2,380,788
|
|
|
2,713,000
|
|
||
Letters of credit issued (2)
|
|
—
|
|
|
—
|
|
||
Available commitments under credit facilities (2)
|
|
3,952,714
|
|
|
5,690,714
|
|
||
Total capital resources from borrowings and available commitments (3)
|
|
$
|
10,254,510
|
|
|
$
|
9,454,302
|
|
|
(1)
|
Includes
2024 CCH Senior Notes
and
2025 CCH Senior Notes
(collectively, the “CCH Senior Notes”)
.
|
(2)
|
Includes
2015 CCH Credit Facility
and
CCH Working Capital Facility
.
|
(3)
|
Does not include Cheniere’s additional borrowings from
2021 Cheniere Convertible Unsecured Notes
and the
2045 Cheniere Convertible Senior Notes
, which may be used for the
CCL Project
.
|
•
|
pursuant to an
SPA
with SPL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers;
|
•
|
pursuant to
SPA
s with CCL, the right to purchase, at Cheniere Marketing’s option, any LNG produced by CCL that is not required for other customers; and
|
•
|
a portfolio of LNG vessel time charters.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating cash flows
|
$
|
(403,842
|
)
|
|
$
|
(482,520
|
)
|
|
$
|
(262,798
|
)
|
Investing cash flows
|
(4,413,411
|
)
|
|
(6,983,711
|
)
|
|
(2,896,420
|
)
|
|||
Financing cash flows
|
4,907,575
|
|
|
6,422,331
|
|
|
3,349,044
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
90,322
|
|
|
(1,043,900
|
)
|
|
189,826
|
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
1,736,231
|
|
|
2,780,131
|
|
|
2,590,305
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,826,553
|
|
|
$
|
1,736,231
|
|
|
$
|
2,780,131
|
|
•
|
$2.6 billion of borrowings under the
2016 CQP Credit Facilities
used to prepay the $400.0 million CTPL Term Loan and redeem and repay $2.1 billion of the SPLNG Senior Notes;
|
•
|
$2.1 billion of borrowings under the
2015 CCH Credit Facility
;
|
•
|
$2.0 billion of borrowings under the
2015 SPL Credit Facilities
;
|
•
|
issuances of aggregate principal amounts of $1.25 billion of the
2024 CCH Senior Notes
in May 2016 and $1.5 billion of the
2025 CCH Senior Notes
in December 2016, which were used to prepay $2.4 billion of the outstanding borrowings under the
2015 CCH Credit Facility
;
|
•
|
issuances of aggregate principal amounts of $1.5 billion of each of the
2026 SPL Senior Notes
in June 2016 and the
2027 SPL Senior Notes
in September 2016, which were used to prepay $2.5 billion of the outstanding borrowings under the
2015 SPL Credit Facilities
;
|
•
|
$24.0 million of borrowings under the Cheniere Marketing trade finance facilities;
|
•
|
$473.5 million of borrowings and a $265.0 million repayment made under the
SPL Working Capital Facility
;
|
•
|
$171.6 million
of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions;
|
•
|
$14.1 million
of debt extinguishment costs paid in connection with redemptions and prepayments of outstanding borrowings;
|
•
|
$80.1 million
of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings; and
|
•
|
$20.4 million
paid for tax withholdings for share-based compensation.
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the
2025 SPL Senior Notes
in March 2015;
|
•
|
issuance of an aggregate principal amount of $625.0 million of the
2045 Cheniere Convertible Senior Notes
in March 2015, with an original issue discount of 20% for net proceeds of $495.7 million;
|
•
|
issuance of an aggregate principal amount of $1.0 billion of the
2025 CCH HoldCo II Convertible Senior Notes
in May 2015;
|
•
|
entering into the
2015 CCH Credit Facility
in May 2015 and borrowing $2.7 billion under this facility during the
year ended December 31, 2015
;
|
•
|
entering into the
2015 SPL Credit Facilities
in June 2015 and borrowing $860.0 million under this facility during the
year ended December 31, 2015
;
|
•
|
$513.1 million
of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions;
|
•
|
$80.2 million
of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings; and
|
•
|
$61.2 million
paid for tax withholdings for share-based compensation.
|
•
|
$77.0 million of borrowings under the previous SPL credit facilities;
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the 2024 SPL Senior Notes and $0.5 billion of the 2023 SPL Senior Notes in May 2014, a portion of which was used to prepay $177.0 million of outstanding borrowings under the previous SPL credit facilities;
|
•
|
issuance of an aggregate principal amount of $1.0 billion of the
2021 Cheniere Convertible Unsecured Notes
in November 2014;
|
•
|
$109.8 million
of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions;
|
•
|
$79.5 million
of distributions and dividends to non-controlling interest by Cheniere Partners and Cheniere Holdings;
|
•
|
$228.8 million
of proceeds from the public offering of 10.1 million of Cheniere Holdings’ common shares; and
|
•
|
$112.3 million
paid for tax withholdings for share-based compensation.
|
|
|
Payments Due By Period (1)
|
||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
Thereafter
|
||||||||||
Construction obligations (2)
|
|
$
|
3,488,787
|
|
|
$
|
2,136,053
|
|
|
$
|
1,352,734
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase obligations (3)
|
|
8,308,377
|
|
|
1,693,506
|
|
|
2,222,412
|
|
|
1,986,334
|
|
|
2,406,125
|
|
|||||
Debt (4)
|
|
23,299,404
|
|
|
223,500
|
|
|
—
|
|
|
8,622,712
|
|
|
14,453,192
|
|
|||||
Interest payments (4)
|
|
8,752,181
|
|
|
1,076,429
|
|
|
2,221,224
|
|
|
2,173,783
|
|
|
3,280,745
|
|
|||||
Capital lease obligations (5)
|
|
199,314
|
|
|
—
|
|
|
14,940
|
|
|
19,948
|
|
|
164,426
|
|
|||||
Operating lease obligations (6)
|
|
539,853
|
|
|
129,000
|
|
|
208,970
|
|
|
105,069
|
|
|
96,814
|
|
|||||
Other obligations (7)
|
|
37,970
|
|
|
9,970
|
|
|
6,000
|
|
|
6,000
|
|
|
16,000
|
|
|||||
Total
|
|
$
|
44,625,886
|
|
|
$
|
5,268,458
|
|
|
$
|
6,026,280
|
|
|
$
|
12,913,846
|
|
|
$
|
20,417,302
|
|
|
(1)
|
Agreements in force as of
December 31, 2016
that have terms dependent on project milestone dates are based on the estimated dates as of
December 31, 2016
.
|
(2)
|
Construction obligations primarily relate to the EPC contracts for the
SPL Project
and the
CCL Project
. The estimated remaining cost pursuant to our EPC contracts as of
December 31, 2016
is included for Trains with respect to which we have made an FID to commence construction; the EPC contract termination amount is included for Trains with respect to which we have not made an FID. A discussion of these obligations can be found at
Note 19—Commitments and Contingencies
of our Notes to Consolidated Financial Statements.
|
(3)
|
Purchase obligations consist of contracts for which conditions precedent have been met, and primarily relate to natural gas supply, transportation and storage services and maintenance contracts for the
SPL Project
, natural gas transportation and storage services and maintenance contracts for the
CCL Project
, purchases of materials for the
Corpus Christi Pipeline
and LNG cargo transactions by Cheniere Marketing. As project milestones and other conditions precedent are achieved, our obligations are expected to increase accordingly.
|
(4)
|
Based on the total debt balance, scheduled maturities and interest rates in effect at
December 31, 2016
. See
Note 12—Debt
of our Notes to Consolidated Financial Statements.
|
(5)
|
Capital lease obligations consist of tug leases related to the CCL Project, as further discussed in
Note 18—Leases
of our Notes to Consolidated Financial Statements.
|
(6)
|
Operating lease obligations primarily relate to LNG vessel time charters, land sites related to the SPL Project and the CCL Project and corporate office leases. A discussion of these obligations can be found in
Note 18—Leases
of our Notes to Consolidated Financial Statements.
|
(7)
|
Other obligations primarily relate to agreements with certain local taxing jurisdictions.
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
LNG revenues (losses)
|
$
|
1,016,133
|
|
|
$
|
66
|
|
|
$
|
1,016,067
|
|
|
$
|
(1,286
|
)
|
|
$
|
1,352
|
|
Regasification revenues
|
265,405
|
|
|
265,720
|
|
|
(315
|
)
|
|
266,659
|
|
|
(939
|
)
|
|||||
Other revenues
|
1,629
|
|
|
5,099
|
|
|
(3,470
|
)
|
|
2,581
|
|
|
2,518
|
|
|||||
Total revenues
|
$
|
1,283,167
|
|
|
$
|
270,885
|
|
|
$
|
1,012,282
|
|
|
$
|
267,954
|
|
|
$
|
2,931
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
Cost (cost recovery) of sales
|
$
|
581,917
|
|
|
$
|
(15,033
|
)
|
|
$
|
596,950
|
|
|
$
|
(342
|
)
|
|
$
|
(14,691
|
)
|
Operating and maintenance expense
|
216,220
|
|
|
94,800
|
|
|
121,420
|
|
|
84,745
|
|
|
10,055
|
|
|||||
Development expense
|
6,838
|
|
|
42,141
|
|
|
(35,303
|
)
|
|
54,376
|
|
|
(12,235
|
)
|
|||||
Selling, general and administrative expense
|
259,692
|
|
|
363,093
|
|
|
(103,401
|
)
|
|
323,709
|
|
|
39,384
|
|
|||||
Depreciation and amortization expense
|
174,042
|
|
|
82,680
|
|
|
91,362
|
|
|
64,258
|
|
|
18,422
|
|
|||||
Restructuring expense
|
61,409
|
|
|
60,769
|
|
|
640
|
|
|
—
|
|
|
60,769
|
|
|||||
Impairment expense
|
10,572
|
|
|
91,317
|
|
|
(80,745
|
)
|
|
—
|
|
|
91,317
|
|
|||||
Other
|
1,844
|
|
|
431
|
|
|
1,413
|
|
|
13,387
|
|
|
(12,956
|
)
|
|||||
Total operating costs and expenses
|
$
|
1,312,534
|
|
|
$
|
720,198
|
|
|
$
|
592,336
|
|
|
$
|
540,133
|
|
|
$
|
180,065
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
Interest expense, net of capitalized interest
|
$
|
488,390
|
|
|
$
|
322,083
|
|
|
$
|
166,307
|
|
|
$
|
181,236
|
|
|
$
|
140,847
|
|
Loss on early extinguishment of debt
|
135,142
|
|
|
124,180
|
|
|
10,962
|
|
|
114,335
|
|
|
9,845
|
|
|||||
Derivative loss, net
|
10,130
|
|
|
203,639
|
|
|
(193,509
|
)
|
|
119,401
|
|
|
84,238
|
|
|||||
Other expense (income)
|
(144
|
)
|
|
(1,804
|
)
|
|
1,660
|
|
|
583
|
|
|
(2,387
|
)
|
|||||
Total other expense
|
$
|
633,518
|
|
|
$
|
648,098
|
|
|
$
|
(14,580
|
)
|
|
$
|
415,555
|
|
|
$
|
232,543
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
Income tax provision (benefit)
|
$
|
1,908
|
|
|
$
|
(96
|
)
|
|
$
|
2,004
|
|
|
$
|
4,143
|
|
|
$
|
(4,239
|
)
|
Net loss attributable to non-controlling interest
|
(54,802
|
)
|
|
(122,206
|
)
|
|
67,404
|
|
|
(143,945
|
)
|
|
21,739
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
73,065
|
|
|
$
|
6,071
|
|
|
$
|
32,467
|
|
|
$
|
895
|
|
LNG Trading Derivatives
|
(2,797
|
)
|
|
312
|
|
|
1,053
|
|
|
—
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
SPL Interest Rate Derivatives
|
$
|
(6,224
|
)
|
|
$
|
2,310
|
|
|
$
|
(8,740
|
)
|
|
$
|
3,058
|
|
CQP Interest Rate Derivatives
|
13,108
|
|
|
5,811
|
|
|
—
|
|
|
—
|
|
||||
CCH Interest Rate Derivatives
|
(86,488
|
)
|
|
52,047
|
|
|
(104,999
|
)
|
|
55,625
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
FX Derivatives
|
$
|
168
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
|
|
|
By:
|
/s/ Jack A. Fusco
|
|
By:
|
/s/ Michael J. Wortley
|
|
Jack A. Fusco
|
|
|
Michael J. Wortley
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
/s/ KPMG LLP
|
KPMG LLP
|
|
/s/ KPMG LLP
|
KPMG LLP
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
875,836
|
|
|
$
|
1,201,112
|
|
Restricted cash
|
859,898
|
|
|
503,397
|
|
||
Accounts and other receivables
|
217,925
|
|
|
5,749
|
|
||
Inventory
|
160,161
|
|
|
18,125
|
|
||
Derivative assets
|
23,750
|
|
|
3,416
|
|
||
Other current assets
|
100,748
|
|
|
50,787
|
|
||
Total current assets
|
2,238,318
|
|
|
1,782,586
|
|
||
|
|
|
|
||||
Non-current restricted cash
|
90,819
|
|
|
31,722
|
|
||
Property, plant and equipment, net
|
20,635,294
|
|
|
16,193,907
|
|
||
Debt issuance costs, net
|
276,551
|
|
|
378,677
|
|
||
Non-current derivative assets
|
82,861
|
|
|
30,887
|
|
||
Goodwill
|
76,819
|
|
|
76,819
|
|
||
Other non-current assets, net
|
302,075
|
|
|
314,455
|
|
||
Total assets
|
$
|
23,702,737
|
|
|
$
|
18,809,053
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
48,577
|
|
|
$
|
22,820
|
|
Accrued liabilities
|
637,097
|
|
|
427,199
|
|
||
Current debt, net
|
247,467
|
|
|
1,673,379
|
|
||
Deferred revenue
|
72,631
|
|
|
26,669
|
|
||
Derivative liabilities
|
70,673
|
|
|
35,201
|
|
||
Other current liabilities
|
224
|
|
|
—
|
|
||
Total current liabilities
|
1,076,669
|
|
|
2,185,268
|
|
||
|
|
|
|
||||
Long-term debt, net
|
21,687,532
|
|
|
14,920,427
|
|
||
Non-current deferred revenue
|
5,500
|
|
|
9,500
|
|
||
Non-current derivative liabilities
|
45,106
|
|
|
79,387
|
|
||
Other non-current liabilities
|
49,534
|
|
|
53,068
|
|
||
|
|
|
|
||||
Commitments and contingencies (see Note 19)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.003 par value
|
|
|
|
|
|||
Authorized: 480.0 million shares at December 31, 2016 and 2015
|
|
|
|
||||
Issued: 250.1 million shares and 247.3 million shares at December 31, 2016 and 2015, respectively
|
|
|
|
|
|
||
Outstanding: 238.0 million shares and 235.6 million shares at December 31, 2016 and 2015, respectively
|
714
|
|
|
708
|
|
||
Treasury stock: 12.2 million shares and 11.6 million shares at December 31, 2016 and 2015, respectively, at cost
|
(374,324
|
)
|
|
(353,927
|
)
|
||
Additional paid-in-capital
|
3,211,124
|
|
|
3,075,317
|
|
||
Accumulated deficit
|
(4,233,939
|
)
|
|
(3,623,948
|
)
|
||
Total stockholders’ deficit
|
(1,396,425
|
)
|
|
(901,850
|
)
|
||
Non-controlling interest
|
2,234,821
|
|
|
2,463,253
|
|
||
Total equity
|
838,396
|
|
|
1,561,403
|
|
||
Total liabilities and equity
|
$
|
23,702,737
|
|
|
$
|
18,809,053
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
LNG revenues (losses)
|
$
|
1,016,133
|
|
|
$
|
66
|
|
|
$
|
(1,286
|
)
|
Regasification revenues
|
265,405
|
|
|
265,720
|
|
|
266,659
|
|
|||
Other revenues
|
1,629
|
|
|
5,099
|
|
|
2,581
|
|
|||
Total revenues
|
1,283,167
|
|
|
270,885
|
|
|
267,954
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
581,917
|
|
|
(15,033
|
)
|
|
(342
|
)
|
|||
Operating and maintenance expense
|
216,220
|
|
|
94,800
|
|
|
84,745
|
|
|||
Development expense
|
6,838
|
|
|
42,141
|
|
|
54,376
|
|
|||
Selling, general and administrative expense
|
259,692
|
|
|
363,093
|
|
|
323,709
|
|
|||
Depreciation and amortization expense
|
174,042
|
|
|
82,680
|
|
|
64,258
|
|
|||
Restructuring expense
|
61,409
|
|
|
60,769
|
|
|
—
|
|
|||
Impairment expense
|
10,572
|
|
|
91,317
|
|
|
—
|
|
|||
Other
|
1,844
|
|
|
431
|
|
|
13,387
|
|
|||
Total operating costs and expenses
|
1,312,534
|
|
|
720,198
|
|
|
540,133
|
|
|||
|
|
|
|
|
|
||||||
Loss from operations
|
(29,367
|
)
|
|
(449,313
|
)
|
|
(272,179
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(488,390
|
)
|
|
(322,083
|
)
|
|
(181,236
|
)
|
|||
Loss on early extinguishment of debt
|
(135,142
|
)
|
|
(124,180
|
)
|
|
(114,335
|
)
|
|||
Derivative loss, net
|
(10,130
|
)
|
|
(203,639
|
)
|
|
(119,401
|
)
|
|||
Other income (expense)
|
144
|
|
|
1,804
|
|
|
(583
|
)
|
|||
Total other expense
|
(633,518
|
)
|
|
(648,098
|
)
|
|
(415,555
|
)
|
|||
|
|
|
|
|
|
||||||
Loss before income taxes and non-controlling interest
|
(662,885
|
)
|
|
(1,097,411
|
)
|
|
(687,734
|
)
|
|||
Income tax benefit (provision)
|
(1,908
|
)
|
|
96
|
|
|
(4,143
|
)
|
|||
Net loss
|
(664,793
|
)
|
|
(1,097,315
|
)
|
|
(691,877
|
)
|
|||
Less: net loss attributable to non-controlling interest
|
(54,802
|
)
|
|
(122,206
|
)
|
|
(143,945
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(609,991
|
)
|
|
$
|
(975,109
|
)
|
|
$
|
(547,932
|
)
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders—basic and diluted
|
$
|
(2.67
|
)
|
|
$
|
(4.30
|
)
|
|
$
|
(2.44
|
)
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding—basic and diluted
|
228,768
|
|
|
226,903
|
|
|
224,338
|
|
|
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, 2013
|
238,091
|
|
|
$
|
716
|
|
|
8,970
|
|
|
$
|
(179,826
|
)
|
|
$
|
2,459,699
|
|
|
$
|
(2,100,907
|
)
|
|
$
|
2,660,375
|
|
|
$
|
2,840,057
|
|
Exercise of stock options
|
387
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
11,408
|
|
|
—
|
|
|
—
|
|
|
11,409
|
|
||||||
Issuances of restricted stock
|
550
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(726
|
)
|
|
(2
|
)
|
|
69
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,039
|
|
|
—
|
|
|
—
|
|
|
110,039
|
|
||||||
Shares repurchased related to share-based compensation
|
(1,557
|
)
|
|
(5
|
)
|
|
1,557
|
|
|
(112,926
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(112,926
|
)
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,605
|
|
|
—
|
|
|
—
|
|
|
3,605
|
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143,945
|
)
|
|
(143,945
|
)
|
||||||
Issuance of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191,946
|
|
|
—
|
|
|
—
|
|
|
191,946
|
|
||||||
Sale of Cheniere Holdings’ common shares to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,781
|
|
|
228,781
|
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,517
|
)
|
|
(79,517
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547,932
|
)
|
|
—
|
|
|
(547,932
|
)
|
||||||
Balance at December 31, 2014
|
236,745
|
|
|
712
|
|
|
10,596
|
|
|
(292,752
|
)
|
|
2,776,702
|
|
|
(2,648,839
|
)
|
|
2,665,694
|
|
|
2,501,517
|
|
||||||
Exercise of stock options
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
||||||
Issuances of restricted stock
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(156
|
)
|
|
(1
|
)
|
|
17
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,636
|
|
|
—
|
|
|
—
|
|
|
89,636
|
|
||||||
Shares repurchased related to share-based compensation
|
(1,036
|
)
|
|
(3
|
)
|
|
1,036
|
|
|
(61,175
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(61,175
|
)
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,206
|
)
|
|
(122,206
|
)
|
||||||
Equity portion of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,172
|
|
|
—
|
|
|
—
|
|
|
205,172
|
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,235
|
)
|
|
(80,235
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(975,109
|
)
|
|
—
|
|
|
(975,109
|
)
|
||||||
Balance at December 31, 2015
|
235,639
|
|
|
708
|
|
|
11,649
|
|
|
(353,927
|
)
|
|
3,075,317
|
|
|
(3,623,948
|
)
|
|
2,463,253
|
|
|
1,561,403
|
|
||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||
Issuances of restricted stock
|
273
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of stock to acquire additional interest in Cheniere Holdings
|
3,011
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
93,566
|
|
|
—
|
|
|
(93,575
|
)
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(457
|
)
|
|
(2
|
)
|
|
26
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,696
|
|
|
—
|
|
|
—
|
|
|
40,696
|
|
||||||
Shares repurchased related to share-based compensation
|
(508
|
)
|
|
(2
|
)
|
|
508
|
|
|
(20,397
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(20,397
|
)
|
||||||
Loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,802
|
)
|
|
(54,802
|
)
|
||||||
Equity portion of convertible notes, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,055
|
)
|
|
(80,055
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(609,991
|
)
|
|
—
|
|
|
(609,991
|
)
|
||||||
Balance at December 31, 2016
|
237,960
|
|
|
$
|
714
|
|
|
12,183
|
|
|
$
|
(374,324
|
)
|
|
$
|
3,211,124
|
|
|
$
|
(4,233,939
|
)
|
|
$
|
2,234,821
|
|
|
$
|
838,396
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(664,793
|
)
|
|
$
|
(1,097,315
|
)
|
|
$
|
(691,877
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Non-cash LNG inventory write-downs
|
—
|
|
|
17,537
|
|
|
24,461
|
|
|||
Depreciation and amortization expense
|
174,042
|
|
|
82,680
|
|
|
64,258
|
|
|||
Share-based compensation expense
|
100,523
|
|
|
172,396
|
|
|
102,003
|
|
|||
Non-cash interest expense
|
76,624
|
|
|
58,915
|
|
|
1,877
|
|
|||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
61,948
|
|
|
47,733
|
|
|
16,593
|
|
|||
Loss on early extinguishment of debt
|
135,142
|
|
|
124,180
|
|
|
114,335
|
|
|||
Total (gains) losses on derivatives, net
|
(28,232
|
)
|
|
168,426
|
|
|
118,968
|
|
|||
Net cash used for settlement of derivative instruments
|
(44,952
|
)
|
|
(99,616
|
)
|
|
(22,758
|
)
|
|||
Impairment expense
|
10,572
|
|
|
91,317
|
|
|
—
|
|
|||
Other
|
6,502
|
|
|
959
|
|
|
14,037
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(207,470
|
)
|
|
(662
|
)
|
|
67
|
|
|||
Inventory
|
(119,302
|
)
|
|
(27,876
|
)
|
|
(18,874
|
)
|
|||
Accounts payable and accrued liabilities
|
64,093
|
|
|
1,727
|
|
|
16,073
|
|
|||
Deferred revenue
|
41,961
|
|
|
(3,986
|
)
|
|
(3,938
|
)
|
|||
Other, net
|
(10,500
|
)
|
|
(18,935
|
)
|
|
1,977
|
|
|||
Net cash used in operating activities
|
(403,842
|
)
|
|
(482,520
|
)
|
|
(262,798
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
(4,355,598
|
)
|
|
(6,852,583
|
)
|
|
(2,829,558
|
)
|
|||
Other
|
(57,813
|
)
|
|
(131,128
|
)
|
|
(66,862
|
)
|
|||
Net cash used in investing activities
|
(4,413,411
|
)
|
|
(6,983,711
|
)
|
|
(2,896,420
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuances of debt
|
12,864,467
|
|
|
7,073,000
|
|
|
3,584,500
|
|
|||
Repayments of debt
|
(7,670,712
|
)
|
|
—
|
|
|
(177,000
|
)
|
|||
Debt issuance and deferred financing costs
|
(171,629
|
)
|
|
(513,062
|
)
|
|
(109,806
|
)
|
|||
Debt extinguishment costs
|
(14,149
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions and dividends to non-controlling interest
|
(80,055
|
)
|
|
(80,235
|
)
|
|
(79,517
|
)
|
|||
Proceeds from sale of common shares by Cheniere Holdings
|
—
|
|
|
—
|
|
|
228,781
|
|
|||
Proceeds from exercise of stock options
|
50
|
|
|
2,279
|
|
|
10,805
|
|
|||
Payments related to tax withholdings for share-based compensation
|
(20,397
|
)
|
|
(61,175
|
)
|
|
(112,324
|
)
|
|||
Other
|
—
|
|
|
1,524
|
|
|
3,605
|
|
|||
Net cash provided by financing activities
|
4,907,575
|
|
|
6,422,331
|
|
|
3,349,044
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
90,322
|
|
|
(1,043,900
|
)
|
|
189,826
|
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
1,736,231
|
|
|
2,780,131
|
|
|
2,590,305
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,826,553
|
|
|
$
|
1,736,231
|
|
|
$
|
2,780,131
|
|
|
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents
|
$
|
875,836
|
|
|
$
|
1,201,112
|
|
|
$
|
1,747,583
|
|
Restricted cash
|
859,898
|
|
|
503,397
|
|
|
481,737
|
|
|||
Non-current restricted cash
|
90,819
|
|
|
31,722
|
|
|
550,811
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
1,826,553
|
|
|
$
|
1,736,231
|
|
|
$
|
2,780,131
|
|
•
|
inability to recover cost increases due to rate caps and rate case moratoriums;
|
•
|
inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings;
|
•
|
excess capacity;
|
•
|
increased competition and discounting in the markets we serve; and
|
•
|
impacts of ongoing regulatory initiatives in the natural gas industry.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Current restricted cash
|
|
|
|
|
||||
SPLNG debt service and interest payment
|
|
$
|
—
|
|
|
$
|
77,415
|
|
SPL Project
|
|
357,953
|
|
|
189,260
|
|
||
CTPL construction and interest payment
|
|
—
|
|
|
7,882
|
|
||
CQP and cash held by guarantor subsidiaries
|
|
246,991
|
|
|
—
|
|
||
CCL Project
|
|
197,201
|
|
|
46,770
|
|
||
Cash held by our subsidiaries restricted to Cheniere
|
|
219
|
|
|
147,138
|
|
||
Other
|
|
57,534
|
|
|
34,932
|
|
||
Total current restricted cash
|
|
$
|
859,898
|
|
|
$
|
503,397
|
|
|
|
|
|
|
||||
Non-current restricted cash
|
|
|
|
|
||||
SPLNG debt service
|
|
$
|
—
|
|
|
$
|
13,650
|
|
CCL Project
|
|
73,339
|
|
|
—
|
|
||
Other
|
|
17,480
|
|
|
18,072
|
|
||
Total non-current restricted cash
|
|
$
|
90,819
|
|
|
$
|
31,722
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Trade receivables
|
|
|
|
|
||||
SPL
|
|
$
|
87,555
|
|
|
$
|
—
|
|
Cheniere Marketing
|
|
120,751
|
|
|
—
|
|
||
SPLNG
|
|
396
|
|
|
—
|
|
||
Other accounts receivable
|
|
9,223
|
|
|
5,749
|
|
||
Total accounts and other receivables
|
|
$
|
217,925
|
|
|
$
|
5,749
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Natural gas
|
|
$
|
14,755
|
|
|
$
|
5,724
|
|
LNG
|
|
50,318
|
|
|
5,148
|
|
||
LNG in-transit
|
|
57,822
|
|
|
—
|
|
||
Materials and other
|
|
37,266
|
|
|
7,253
|
|
||
Total inventory
|
|
$
|
160,161
|
|
|
$
|
18,125
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
7,973,741
|
|
|
$
|
2,487,759
|
|
LNG terminal construction-in-process
|
|
12,995,056
|
|
|
13,875,204
|
|
||
LNG site and related costs, net
|
|
40,951
|
|
|
33,512
|
|
||
Accumulated depreciation
|
|
(554,672
|
)
|
|
(413,545
|
)
|
||
Total LNG terminal costs, net
|
|
20,455,076
|
|
|
15,982,930
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
12,513
|
|
|
12,153
|
|
||
Furniture and fixtures
|
|
17,393
|
|
|
17,101
|
|
||
Computer software
|
|
85,164
|
|
|
69,340
|
|
||
Leasehold improvements
|
|
47,129
|
|
|
40,136
|
|
||
Land
|
|
60,582
|
|
|
60,612
|
|
||
Other
|
|
21,960
|
|
|
49,376
|
|
||
Accumulated depreciation
|
|
(64,523
|
)
|
|
(37,741
|
)
|
||
Total fixed assets and other, net
|
|
180,218
|
|
|
210,977
|
|
||
Property, plant and equipment, net
|
|
$
|
20,635,294
|
|
|
$
|
16,193,907
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Natural gas pipeline facilities
|
|
40
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment
|
|
30
|
Sendout pumps
|
|
20
|
Liquefaction processing equipment
|
|
6-50
|
Other
|
|
15-30
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain of our credit facilities
(“Interest Rate Derivatives”)
;
|
•
|
commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal
(“Natural Gas Derivatives”)
;
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the
SPL Project
(“Physical Liquefaction Supply Derivatives”)
and associated economic hedges
(“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “Liquefaction Supply Derivatives”)
;
|
•
|
financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG
(“LNG Trading Derivatives”)
; and
|
•
|
FX
contracts to hedge exposure to currency risk associated with operations in countries outside of the United States
(“FX Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
|
||||||||||||||||
SPL Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
(6,224
|
)
|
|
$
|
—
|
|
|
$
|
(6,224
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
CQP Interest Rate Derivatives asset
|
—
|
|
|
13,108
|
|
|
—
|
|
|
13,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
CCH Interest Rate Derivatives liability
|
—
|
|
|
(86,488
|
)
|
|
—
|
|
|
(86,488
|
)
|
|
—
|
|
|
(104,999
|
)
|
|
—
|
|
|
(104,999
|
)
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
(4,483
|
)
|
|
(1,474
|
)
|
|
79,022
|
|
|
73,065
|
|
|
—
|
|
|
(25
|
)
|
|
32,492
|
|
|
32,467
|
|
||||||||
LNG Trading Derivatives asset (liability)
|
2,512
|
|
|
(5,309
|
)
|
|
—
|
|
|
(2,797
|
)
|
|
—
|
|
|
1,053
|
|
|
—
|
|
|
1,053
|
|
||||||||
Natural Gas Derivatives liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
||||||||
FX Derivatives asset
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Net Fair Value Asset
(in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$79,022
|
|
Income Approach
|
|
Basis Spread
|
|
$(0.260) - $(0.003)
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance, beginning of period
|
|
$
|
32,492
|
|
|
$
|
342
|
|
Realized and mark-to-market gains:
|
|
|
|
|
||||
Included in cost of sales (1)
|
|
48,218
|
|
|
32,150
|
|
||
Purchases and settlements:
|
|
|
|
|
||||
Purchases
|
|
538
|
|
|
—
|
|
||
Settlements (1)
|
|
(2,226
|
)
|
|
—
|
|
||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
||
Balance, end of period
|
|
$
|
79,022
|
|
|
$
|
32,492
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
48,938
|
|
|
$
|
32,150
|
|
|
(1)
|
Does not include the decrease in fair value of
$0.7 million
related to the realized gains capitalized during the
year ended December 31, 2016
.
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
SPL Interest Rate Derivatives
|
|
$20.0 million
|
|
$628.8 million
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
CQP Interest Rate Derivatives
|
|
$225.0 million
|
|
$1.3 billion
|
|
March 22, 2016
|
|
February 29, 2020
|
|
1.19%
|
|
One-month LIBOR
|
CCH Interest Rate Derivatives
|
|
$28.8 million
|
|
$5.5 billion
|
|
May 20, 2015
|
|
May 31, 2022
|
|
2.29%
|
|
One-month LIBOR
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
CCH Interest Rate Derivatives
|
|
Total
|
||||||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-current derivative assets
|
|
$
|
—
|
|
|
$
|
16,073
|
|
|
$
|
—
|
|
|
$
|
16,073
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
(4,223
|
)
|
|
(2,965
|
)
|
|
(43,383
|
)
|
|
(50,571
|
)
|
|
(5,940
|
)
|
|
—
|
|
|
(28,559
|
)
|
|
(34,499
|
)
|
||||||||
Non-current derivative liabilities
|
|
(2,001
|
)
|
|
—
|
|
|
(43,105
|
)
|
|
(45,106
|
)
|
|
(2,800
|
)
|
|
—
|
|
|
(76,440
|
)
|
|
(79,240
|
)
|
||||||||
Total derivative liabilities
|
|
(6,224
|
)
|
|
(2,965
|
)
|
|
(86,488
|
)
|
|
(95,677
|
)
|
|
(8,740
|
)
|
|
—
|
|
|
(104,999
|
)
|
|
(113,739
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative asset (liability), net
|
|
$
|
(6,224
|
)
|
|
$
|
13,108
|
|
|
$
|
(86,488
|
)
|
|
$
|
(79,604
|
)
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(104,999
|
)
|
|
$
|
(113,739
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
SPL Interest Rate Derivatives loss
|
|
$
|
(5,934
|
)
|
|
$
|
(41,722
|
)
|
|
$
|
(119,401
|
)
|
CQP Interest Rate Derivatives gain
|
|
11,478
|
|
|
—
|
|
|
—
|
|
|||
CCH Interest Rate Derivatives loss
|
|
(15,571
|
)
|
|
(161,917
|
)
|
|
—
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Liquefaction Supply Derivatives (1)
|
|
LNG Trading Derivatives (2)
|
|
Natural Gas Derivatives
|
|
Total
|
|
Liquefaction Supply Derivatives
|
|
LNG Trading Derivatives (2)
|
|
Natural Gas Derivatives (3)
|
|
Total
|
||||||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
$
|
13,535
|
|
|
$
|
6,471
|
|
|
$
|
—
|
|
|
$
|
20,006
|
|
|
$
|
2,737
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
3,377
|
|
Non-current derivative assets
|
66,788
|
|
|
—
|
|
|
—
|
|
|
66,788
|
|
|
30,304
|
|
|
583
|
|
|
—
|
|
|
30,887
|
|
||||||||
Total derivative assets
|
80,323
|
|
|
6,471
|
|
|
—
|
|
|
86,794
|
|
|
33,041
|
|
|
1,223
|
|
|
—
|
|
|
34,264
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
(7,258
|
)
|
|
(9,268
|
)
|
|
—
|
|
|
(16,526
|
)
|
|
(490
|
)
|
|
(107
|
)
|
|
(66
|
)
|
|
(663
|
)
|
||||||||
Non-current derivative liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(63
|
)
|
|
—
|
|
|
(147
|
)
|
||||||||
Total derivative liabilities
|
(7,258
|
)
|
|
(9,268
|
)
|
|
—
|
|
|
(16,526
|
)
|
|
(574
|
)
|
|
(170
|
)
|
|
(66
|
)
|
|
(810
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative asset (liabilities), net
|
$
|
73,065
|
|
|
$
|
(2,797
|
)
|
|
$
|
—
|
|
|
$
|
70,268
|
|
|
$
|
32,467
|
|
|
$
|
1,053
|
|
|
$
|
(66
|
)
|
|
$
|
33,454
|
|
|
(1)
|
Does not include collateral of
$6.0 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheet as of
December 31, 2016
.
|
(2)
|
Does not include collateral of
$10.4 million
and
$11.0 million
deposited for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
December 31, 2016
and
2015
, respectively.
|
(3)
|
Does not include collateral of
$5.5 million
deposited for such contracts, which is included in
other current assets
in our Consolidated Balance Sheet as of
December 31, 2015
.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Statement of Operations Location (1)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Liquefaction Supply Derivatives loss
|
LNG revenues (losses)
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Liquefaction Supply Derivatives gain (2)
|
Cost (cost recovery) of sales
|
|
(42,172
|
)
|
|
(32,503
|
)
|
|
(342
|
)
|
|||
LNG Trading Derivatives gain (loss)
|
LNG revenues (losses)
|
|
(3,580
|
)
|
|
1,053
|
|
|
—
|
|
|||
Natural Gas Derivatives loss
|
LNG revenues (losses)
|
|
(5
|
)
|
|
(407
|
)
|
|
(1,298
|
)
|
|||
Natural Gas Derivatives gain
|
Operating and maintenance expense
|
|
(174
|
)
|
|
(2,065
|
)
|
|
(1,389
|
)
|
|
(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.
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Balance Sheet Location
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||
FX Derivatives
|
Derivative assets
|
|
$
|
3,744
|
|
|
$
|
—
|
|
|
FX Derivatives
|
Derivative liabilities
|
|
(3,576
|
)
|
|
—
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
Statement of Operations Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
FX Derivatives gain
|
|
LNG revenues (losses)
|
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FX Derivatives loss
|
|
Derivative loss, net
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|||
FX Derivatives loss
|
|
Other income (expense)
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
|
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 December 31, 2016
|
|
|
|
|
|
|
||||||
SPL Interest Rate Derivatives
|
|
$
|
(6,229
|
)
|
|
$
|
5
|
|
|
$
|
(6,224
|
)
|
CQP Interest Rate Derivatives
|
|
16,073
|
|
|
—
|
|
|
16,073
|
|
|||
CQP Interest Rate Derivatives
|
|
(3,020
|
)
|
|
55
|
|
|
(2,965
|
)
|
|||
CCH Interest Rate Derivatives
|
|
(95,923
|
)
|
|
9,435
|
|
|
(86,488
|
)
|
|||
Liquefaction Supply Derivatives
|
|
82,116
|
|
|
(1,793
|
)
|
|
80,323
|
|
|||
Liquefaction Supply Derivatives
|
|
(11,078
|
)
|
|
3,820
|
|
|
(7,258
|
)
|
|||
LNG Trading Derivatives
|
|
21,363
|
|
|
(14,892
|
)
|
|
6,471
|
|
|||
LNG Trading Derivatives
|
|
(17,049
|
)
|
|
7,781
|
|
|
(9,268
|
)
|
|||
FX Derivatives
|
|
5,112
|
|
|
(1,368
|
)
|
|
3,744
|
|
|||
FX Derivatives
|
|
(3,625
|
)
|
|
49
|
|
|
(3,576
|
)
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
|
|||||
SPL Interest Rate Derivatives
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
CCH Interest Rate Derivatives
|
|
(104,999
|
)
|
|
—
|
|
|
(104,999
|
)
|
|||
Liquefaction Supply Derivatives
|
|
33,636
|
|
|
(595
|
)
|
|
33,041
|
|
|||
Liquefaction Supply Derivatives
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||
LNG Trading Derivatives
|
|
1,922
|
|
|
(699
|
)
|
|
1,223
|
|
|||
LNG Trading Derivatives
|
|
(2,826
|
)
|
|
2,656
|
|
|
(170
|
)
|
|||
Natural Gas Derivatives
|
|
188
|
|
|
(254
|
)
|
|
(66
|
)
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
69,207
|
|
|
$
|
83,579
|
|
Advances made to municipalities for water system enhancements
|
|
98,903
|
|
|
89,953
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
52,674
|
|
|
41,610
|
|
||
Tax-related payments and receivables
|
|
31,181
|
|
|
31,712
|
|
||
Equity method investments
|
|
10,097
|
|
|
20,295
|
|
||
Cost method investments
|
|
4,994
|
|
|
—
|
|
||
Other
|
|
35,019
|
|
|
47,306
|
|
||
Total other non-current assets, net
|
|
$
|
302,075
|
|
|
$
|
314,455
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest costs and related debt fees
|
|
$
|
273,053
|
|
|
$
|
159,968
|
|
Compensation and benefits
|
|
55,980
|
|
|
99,511
|
|
||
LNG terminals and related pipeline costs
|
|
283,820
|
|
|
149,677
|
|
||
Other accrued liabilities
|
|
24,244
|
|
|
18,043
|
|
||
Total accrued liabilities
|
|
$
|
637,097
|
|
|
$
|
427,199
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Long-term debt:
|
|
|
|
|
||||
SPLNG
|
|
|
|
|
||||
6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”)
|
|
$
|
—
|
|
|
$
|
420,000
|
|
SPL
|
|
|
|
|
|
|||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7,181 and $8,718
|
|
2,007,181
|
|
|
2,008,718
|
|
||
6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”)
|
|
1,000,000
|
|
|
1,000,000
|
|
||
5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5,657 and $6,392
|
|
1,505,657
|
|
|
1,506,392
|
|
||
5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”)
|
|
1,500,000
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”)
|
|
1,500,000
|
|
|
—
|
|
||
2015 SPL Credit Facilities
|
|
314,000
|
|
|
845,000
|
|
||
CTPL
|
|
|
|
|
||||
$400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429
|
|
—
|
|
|
398,571
|
|
||
Cheniere Partners
|
|
|
|
|
||||
2016 CQP Credit Facilities
|
|
2,560,000
|
|
|
—
|
|
||
CCH
|
|
|
|
|
||||
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”)
|
|
1,250,000
|
|
|
—
|
|
||
5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”)
|
|
1,500,000
|
|
|
—
|
|
||
2015 CCH Credit Facility
|
|
2,380,788
|
|
|
2,713,000
|
|
||
CCH HoldCo II
|
|
|
|
|
||||
11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
|
|
1,171,008
|
|
|
1,050,588
|
|
||
Cheniere
|
|
|
|
|
||||
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $146,467 and $174,095
|
|
959,577
|
|
|
879,938
|
|
||
4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $316,875 and $319,062
|
|
308,125
|
|
|
305,938
|
|
||
Unamortized debt issuance costs (1)
|
|
(268,804
|
)
|
|
(207,718
|
)
|
||
Total long-term debt, net
|
|
21,687,532
|
|
|
14,920,427
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of zero and $4,303
|
|
—
|
|
|
1,661,197
|
|
||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
223,500
|
|
|
15,000
|
|
||
$350 million CCH Working Capital Facility (“CCH Working Capital Facility”)
|
|
—
|
|
|
—
|
|
||
Cheniere Marketing trade finance facilities
|
|
23,967
|
|
|
—
|
|
||
Unamortized debt issuance costs (1)
|
|
—
|
|
|
(2,818
|
)
|
||
Total current debt, net
|
|
247,467
|
|
|
1,673,379
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
21,934,999
|
|
|
$
|
16,593,806
|
|
|
(1)
|
Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified
$207.7 million
and
$2.8 million
from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of
December 31, 2015
.
|
Years Ending December 31,
|
|
Principal Payments
|
||
2017
|
|
$
|
247,467
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
2,874,000
|
|
|
2021
|
|
5,486,831
|
|
|
Thereafter
|
|
14,046,008
|
|
|
Total
|
|
$
|
22,654,306
|
|
|
|
2015 SPL Credit Facilities
|
|
SPL Working Capital Facility
|
|
2016 CQP Credit Facilities
|
|
2015 CCH Credit Facility
|
|
CCH Working Capital Facility
|
||||||||||
Original facility size
|
|
$
|
4,600,000
|
|
|
$
|
1,200,000
|
|
|
$
|
2,800,000
|
|
|
$
|
8,403,714
|
|
|
$
|
350,000
|
|
Outstanding balance
|
|
314,000
|
|
|
223,500
|
|
|
2,560,000
|
|
|
2,380,788
|
|
|
—
|
|
|||||
Commitments prepaid or terminated
|
|
2,643,867
|
|
|
—
|
|
|
—
|
|
|
2,420,212
|
|
|
—
|
|
|||||
Letters of credit issued
|
|
—
|
|
|
323,677
|
|
|
45,000
|
|
|
—
|
|
|
—
|
|
|||||
Available commitment
|
|
$
|
1,642,133
|
|
|
$
|
652,823
|
|
|
$
|
195,000
|
|
|
$
|
3,602,714
|
|
|
$
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate
|
|
LIBOR plus 1.30% - 1.75% or base rate plus 1.75%
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 2.25% or base rate plus 1.25% (1)
|
|
LIBOR plus 2.25% or base rate plus 1.25% (2)
|
|
LIBOR plus 1.50% - 2.0% or base rate plus 0.50% - 1.00%
|
||||||||||
Maturity date
|
|
Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date
|
|
December 31, 2020, with various terms for underlying loans
|
|
February 25, 2020, with principals due quarterly commencing on February 19, 2019
|
|
Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date
|
|
December 14, 2021, with various terms for underlying loans
|
|
(1)
|
There is a
0.50%
step-up for both LIBOR and base rate loans beginning on February 25, 2019.
|
(2)
|
There is a
0.25%
step-up for both LIBOR and base rate loans following completion of the first two Trains of the
CCL Project
.
|
|
|
2021 Cheniere Convertible Unsecured Notes
|
|
2025 CCH HoldCo II Convertible Senior Notes
|
|
2045 Cheniere Convertible Senior Notes
|
||||||
Aggregate original principal
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
625,000
|
|
Debt component, net of discount
|
|
$
|
959,577
|
|
|
$
|
1,171,008
|
|
|
$
|
308,125
|
|
Equity component
|
|
$
|
204,529
|
|
|
$
|
—
|
|
|
$
|
194,082
|
|
Maturity date
|
|
May 28, 2021
|
|
|
March 1, 2025
|
|
|
March 15, 2045
|
|
|||
Contractual interest rate
|
|
4.875
|
%
|
|
11.0
|
%
|
|
4.25
|
%
|
|||
Effective interest rate
|
|
8.3
|
%
|
|
11.9
|
%
|
|
9.4
|
%
|
|||
Remaining debt discount and debt issuance costs amortization period (1)
|
|
4.4 years
|
|
|
3.8 years
|
|
|
28.2 years
|
|
|
(1)
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost on convertible notes:
|
|
|
|
|
|
||||||
Interest per contractual rate
|
$
|
201,752
|
|
|
$
|
145,848
|
|
|
$
|
4,469
|
|
Amortization of debt discount
|
31,310
|
|
|
28,347
|
|
|
2,328
|
|
|||
Amortization of debt issuance costs
|
5,240
|
|
|
2,989
|
|
|
4
|
|
|||
Total interest cost related to convertible notes
|
238,302
|
|
|
177,184
|
|
|
6,801
|
|
|||
Interest cost on debt excluding convertible notes
|
1,062,887
|
|
|
820,309
|
|
|
580,235
|
|
|||
Total interest cost
|
1,301,189
|
|
|
997,493
|
|
|
587,036
|
|
|||
Capitalized interest
|
(812,799
|
)
|
|
(675,410
|
)
|
|
(405,800
|
)
|
|||
Total interest expense, net
|
$
|
488,390
|
|
|
$
|
322,083
|
|
|
$
|
181,236
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Senior Notes, net of premium or discount (1)
|
|
$
|
14,262,838
|
|
|
$
|
15,210,299
|
|
|
$
|
10,596,307
|
|
|
$
|
9,525,809
|
|
CTPL Term Loan, net of discount (2)
|
|
—
|
|
|
—
|
|
|
398,571
|
|
|
400,000
|
|
||||
Credit facilities (2) (3)
|
|
5,502,255
|
|
|
5,502,255
|
|
|
3,573,000
|
|
|
3,573,000
|
|
||||
2021 Cheniere Convertible Unsecured Notes, net of discount (4)
|
|
959,577
|
|
|
983,384
|
|
|
879,938
|
|
|
825,413
|
|
||||
2025 CCH HoldCo II Convertible Senior Notes (4)
|
|
1,171,008
|
|
|
1,327,818
|
|
|
1,050,588
|
|
|
914,363
|
|
||||
2045 Cheniere Convertible Senior Notes, net of discount (5)
|
|
308,125
|
|
|
375,250
|
|
|
305,938
|
|
|
331,919
|
|
|
(1)
|
Includes
2016 SPLNG Senior Notes
,
2020 SPLNG Senior Notes
,
SPL Senior Notes
and
CCH Senior Notes
(collectively, the “Senior Notes”)
. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the
Senior Notes
and other similar instruments.
|
(2)
|
The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.
|
(3)
|
Includes
2015 SPL Credit Facilities
,
SPL Working Capital Facility
,
2016 CQP Credit Facilities
,
2015 CCH Credit Facility
,
CCH Working Capital Facility
and
Cheniere Marketing trade finance facilities
.
|
(4)
|
The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market.
|
(5)
|
The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(54
|
)
|
|
(1,970
|
)
|
|
(4,143
|
)
|
|||
Total current
|
|
(54
|
)
|
|
(1,970
|
)
|
|
(4,143
|
)
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(1,854
|
)
|
|
2,066
|
|
|
—
|
|
|||
Total deferred
|
|
(1,854
|
)
|
|
2,066
|
|
|
—
|
|
|||
Total income tax benefit (provision)
|
|
$
|
(1,908
|
)
|
|
$
|
96
|
|
|
$
|
(4,143
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Non-controlling interest
|
|
(2.1
|
)%
|
|
(2.3
|
)%
|
|
(4.8
|
)%
|
State tax rate
|
|
1.8
|
%
|
|
1.9
|
%
|
|
4.3
|
%
|
Uncertain tax position
|
|
—
|
%
|
|
—
|
%
|
|
(12.5
|
)%
|
Net impact of non-U.S. taxes
|
|
(1.2
|
)%
|
|
(1.3
|
)%
|
|
(2.0
|
)%
|
Valuation allowance
|
|
(27.5
|
)%
|
|
(30.1
|
)%
|
|
(19.8
|
)%
|
Nondeductible interest expense
|
|
(6.6
|
)%
|
|
(2.6
|
)%
|
|
—
|
%
|
Other
|
|
0.3
|
%
|
|
(0.5
|
)%
|
|
(0.6
|
)%
|
Effective tax rate as reported
|
|
(0.3
|
)%
|
|
0.1
|
%
|
|
(0.4
|
)%
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
|
||||
Net operating loss carryforwards and credits
|
|
|
|
|
||||
Federal and foreign
|
|
$
|
1,060,026
|
|
|
$
|
862,218
|
|
State
|
|
183,153
|
|
|
166,321
|
|
||
Book deferred gain
|
|
77,182
|
|
|
77,182
|
|
||
Share-based compensation expense
|
|
52,727
|
|
|
71,693
|
|
||
Property, plant and equipment
|
|
—
|
|
|
12,957
|
|
||
Derivative instruments
|
|
46,754
|
|
|
54,052
|
|
||
Long-term debt
|
|
17,676
|
|
|
8,725
|
|
||
Other
|
|
13,511
|
|
|
5,641
|
|
||
Less: valuation allowance
|
|
(1,251,959
|
)
|
|
(1,070,309
|
)
|
||
Total deferred tax assets
|
|
199,070
|
|
|
188,480
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
|
||
Investment in limited partnership
|
|
(76,265
|
)
|
|
(57,466
|
)
|
||
Convertible debt
|
|
(118,341
|
)
|
|
(128,948
|
)
|
||
Property, plant and equipment
|
|
(4,464
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
|
(199,070
|
)
|
|
(186,414
|
)
|
||
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
2,066
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of the year
|
$
|
103,640
|
|
|
$
|
104,491
|
|
Additions based on tax positions related to current year
|
—
|
|
|
—
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
||
Reductions for tax positions of prior years
|
(728
|
)
|
|
(851
|
)
|
||
Settlements
|
—
|
|
|
—
|
|
||
Balance at end of the year
|
$
|
102,912
|
|
|
$
|
103,640
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total share-based compensation
|
|
$
|
116,835
|
|
|
$
|
195,308
|
|
|
$
|
110,229
|
|
Capitalized share-based compensation
|
|
(16,312
|
)
|
|
(22,912
|
)
|
|
(8,226
|
)
|
|||
Total share-based compensation expense
|
|
$
|
100,523
|
|
|
$
|
172,396
|
|
|
$
|
102,003
|
|
|
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|||
Non-vested at January 1, 2016
|
|
7,536
|
|
|
$
|
22.80
|
|
Granted
|
|
273
|
|
|
34.41
|
|
|
Vested
|
|
(1,701
|
)
|
|
21.37
|
|
|
Forfeited
|
|
(457
|
)
|
|
23.00
|
|
|
Non-vested at December 31, 2016
|
|
5,651
|
|
|
$
|
24.12
|
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
||||||
|
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Outstanding at January 1, 2016
|
|
27
|
|
|
$
|
39.88
|
|
|
0.27
|
|
|
$
|
—
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
|
(2
|
)
|
|
33.39
|
|
|
|
|
|
||||
Forfeited or Expired
|
|
(25
|
)
|
|
40.27
|
|
|
|
|
|
||||
Outstanding at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercisable at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
228,768
|
|
|
226,903
|
|
|
224,338
|
|
|||
Dilutive common stock options and unvested stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted
|
|
228,768
|
|
|
226,903
|
|
|
224,338
|
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share attributable to common stockholders
|
|
$
|
(2.67
|
)
|
|
$
|
(4.30
|
)
|
|
$
|
(2.44
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options and unvested stock (1)
|
|
621
|
|
|
2,134
|
|
|
5,063
|
|
Convertible Notes (2)
|
|
16,328
|
|
|
15,773
|
|
|
10,727
|
|
Total dilutive common shares
|
|
16,949
|
|
|
17,907
|
|
|
15,790
|
|
|
(1)
|
Does not include
5.0 million
shares,
5.4 million
shares and
5.5 million
shares for the
years ended December 31, 2016, 2015 and 2014
, respectively, of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2016, 2015 and 2014, respectively.
|
(2)
|
Includes shares in aggregate issuable upon conversion of the
2021 Cheniere Convertible Unsecured Notes
and the
2045 Cheniere Convertible Senior Notes
. There were
no
shares included in the computation of diluted net loss per share for the
2025 CCH HoldCo II Convertible Senior Notes
because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of
December 31, 2016
.
|
Years Ending December 31,
|
Operating Leases (1)
|
||
2017
|
$
|
129,000
|
|
2018
|
106,519
|
|
|
2019
|
102,451
|
|
|
2020
|
83,418
|
|
|
2021
|
21,651
|
|
|
Thereafter
|
96,814
|
|
|
Total
|
$
|
539,853
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Capital Leases
|
||
2017
|
$
|
—
|
|
2018
|
4,980
|
|
|
2019
|
9,960
|
|
|
2020
|
9,988
|
|
|
2021
|
9,960
|
|
|
Thereafter
|
164,426
|
|
|
Total
|
$
|
199,314
|
|
Years Ending December 31,
|
Payments Due (1)
|
||
2017
|
$
|
1,611,296
|
|
2018
|
1,192,791
|
|
|
2019
|
1,029,621
|
|
|
2020
|
1,069,222
|
|
|
2021
|
917,113
|
|
|
Thereafter
|
2,406,125
|
|
|
Total
|
$
|
8,226,168
|
|
|
(1)
|
Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread
.
Amounts included are based on prices and basis spreads as of
December 31, 2016
.
|
|
Segments
|
||||||||||||||
|
LNG Terminal
|
|
LNG & Natural Gas Marketing
|
|
Corporate and Other (1)
|
|
Total
Consolidation
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers
|
$
|
803,480
|
|
|
$
|
520,645
|
|
|
$
|
(40,958
|
)
|
|
$
|
1,283,167
|
|
Intersegment revenues (losses) (2)
|
294,889
|
|
|
37,970
|
|
|
(332,859
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
149,690
|
|
|
1,386
|
|
|
22,966
|
|
|
174,042
|
|
||||
Income (loss) from operations (3)
|
237,432
|
|
|
31,012
|
|
|
(297,811
|
)
|
|
(29,367
|
)
|
||||
Interest expense, net of capitalized interest
|
(384,605
|
)
|
|
—
|
|
|
(103,785
|
)
|
|
(488,390
|
)
|
||||
Income (loss) before income taxes and non-controlling interest (4)
|
(268,955
|
)
|
|
35,406
|
|
|
(429,336
|
)
|
|
(662,885
|
)
|
||||
Share-based compensation
|
25,364
|
|
|
24,772
|
|
|
66,699
|
|
|
116,835
|
|
||||
Expenditures for additions to long-lived assets
|
4,623,438
|
|
|
2,714
|
|
|
(1,136
|
)
|
|
4,625,016
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
269,281
|
|
|
$
|
66
|
|
|
$
|
1,538
|
|
|
$
|
270,885
|
|
Intersegment revenues (losses) (2)
|
2,225
|
|
|
29,373
|
|
|
(31,598
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
65,137
|
|
|
1,071
|
|
|
16,472
|
|
|
82,680
|
|
||||
Loss from operations (3)
|
(69,923
|
)
|
|
(85,577
|
)
|
|
(293,813
|
)
|
|
(449,313
|
)
|
||||
Interest expense, net of capitalized interest
|
(219,831
|
)
|
|
—
|
|
|
(102,252
|
)
|
|
(322,083
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(596,432
|
)
|
|
(87,133
|
)
|
|
(413,846
|
)
|
|
(1,097,411
|
)
|
||||
Share-based compensation
|
32,948
|
|
|
14,401
|
|
|
147,959
|
|
|
195,308
|
|
||||
Expenditures for additions to long-lived assets
|
6,984,152
|
|
|
2,731
|
|
|
97,216
|
|
|
7,084,099
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues (losses) from external customers
|
$
|
267,606
|
|
|
$
|
(1,285
|
)
|
|
$
|
1,633
|
|
|
$
|
267,954
|
|
Intersegment revenues (losses) (2)
|
(779
|
)
|
|
41,908
|
|
|
(41,129
|
)
|
|
—
|
|
||||
Depreciation and amortization expense
|
58,883
|
|
|
271
|
|
|
5,104
|
|
|
64,258
|
|
||||
Loss from operations
|
(89,790
|
)
|
|
(12,993
|
)
|
|
(169,396
|
)
|
|
(272,179
|
)
|
||||
Interest expense, net of capitalized interest
|
(177,400
|
)
|
|
—
|
|
|
(3,836
|
)
|
|
(181,236
|
)
|
||||
Loss before income taxes and non-controlling interest (4)
|
(480,366
|
)
|
|
(14,874
|
)
|
|
(192,494
|
)
|
|
(687,734
|
)
|
||||
Share-based compensation
|
14,129
|
|
|
6,027
|
|
|
90,073
|
|
|
110,229
|
|
||||
Expenditures for additions to long-lived assets
|
2,684,045
|
|
|
1,888
|
|
|
161,882
|
|
|
2,847,815
|
|
|
(1)
|
Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes
$338.2 million
for the
year ended December 31, 2016
of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation.
|
(2)
|
Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated
Statements of Operations
.
|
(3)
|
Includes restructuring expense of
$44.4 million
and
$60.8 million
for the
years ended December 31, 2016 and 2015
, respectively, in the corporate and other column and
$17.0 million
and
zero
for the
years ended December 31, 2016 and 2015
, respectively, in the LNG and natural gas marketing segment.
|
(4)
|
Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated
Statements of Operations
primarily related to our LNG terminal segment.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
LNG Terminal
|
|
$
|
22,420,568
|
|
|
$
|
17,363,750
|
|
LNG & Natural Gas Marketing
|
|
731,023
|
|
|
550,896
|
|
||
Corporate and Other
|
|
551,146
|
|
|
894,407
|
|
||
Total Consolidation
|
|
$
|
23,702,737
|
|
|
$
|
18,809,053
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
|
$
|
66,436
|
|
|
$
|
122,860
|
|
|
$
|
130,578
|
|
Non-cash conveyance of assets
|
|
—
|
|
|
13,169
|
|
|
—
|
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, and subsequent amendments thereto
|
|
This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”).
|
|
January 1, 2018
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated Financial Statements.
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2016-02,
Leases (Topic 842)
|
|
This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition.
|
ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
|
This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period.
|
|
January 1, 2017
|
|
The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
|
|
This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.
|
|
January 1, 2018
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
ASU 2017-04,
Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
|
This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
|
|
These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.
|
|
January 1, 2016
|
|
The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
January 1, 2016
|
|
Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See
Note 12—Debt
for additional disclosures.
|
ASU 2015-05,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement
|
|
This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date.
|
|
January 1, 2016
|
|
The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2014-15,
Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.
|
|
December 31, 2016
|
|
The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2016-18,
Statement of Cash Flows (Topic 230):
Restricted Cash (a consensus of the FASB Emerging Issues Task Force)
|
|
This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
December 31, 2016
|
|
As a result of adopting this standard, our Consolidated Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities.
|
ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
|
|
This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively.
|
|
December 31, 2016
|
|
The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
69,081
|
|
|
$
|
176,827
|
|
|
$
|
465,673
|
|
|
$
|
571,586
|
|
Income (loss) from operations
|
|
(90,559
|
)
|
|
(76,454
|
)
|
|
15,276
|
|
|
122,370
|
|
||||
Net income (loss)
|
|
(348,974
|
)
|
|
(334,944
|
)
|
|
(130,416
|
)
|
|
149,541
|
|
||||
Net income (loss) attributable to common stockholders
|
|
(320,838
|
)
|
|
(298,418
|
)
|
|
(100,442
|
)
|
|
109,707
|
|
||||
Net income (loss) per share attributable to common stockholders—basic and diluted (1)
|
|
(1.41
|
)
|
|
(1.31
|
)
|
|
(0.44
|
)
|
|
0.48
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
68,369
|
|
|
$
|
68,025
|
|
|
$
|
66,059
|
|
|
$
|
68,432
|
|
Loss from operations
|
|
(60,244
|
)
|
|
(95,874
|
)
|
|
(52,074
|
)
|
|
(241,121
|
)
|
||||
Net loss
|
|
(335,844
|
)
|
|
(141,802
|
)
|
|
(307,092
|
)
|
|
(312,577
|
)
|
||||
Net loss attributable to common stockholders
|
|
(267,709
|
)
|
|
(118,495
|
)
|
|
(297,808
|
)
|
|
(291,097
|
)
|
||||
Net loss per share attributable to common stockholders—basic and diluted (1)
|
|
(1.18
|
)
|
|
(0.52
|
)
|
|
(1.31
|
)
|
|
(1.28
|
)
|
|
|
|
|
|
(1)
|
The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements, Schedules and Exhibits
|
(1)
|
Financial Statements—Cheniere Energy, Inc. and Subsidiaries:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
|
•
|
may apply standards of materiality that differ from those of a reasonable investor; and
|
•
|
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among Cheniere Energy Partners, L.P., Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
3.1
|
|
Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004 (SEC File No. 001-16383), filed on August 10, 2004)
|
3.2
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on February 8, 2005)
|
Exhibit No.
|
|
Description
|
3.3
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-160017), filed on June 16, 2009)
|
3.4
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 7, 2012)
|
3.5
|
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on February 5, 2013)
|
3.6
|
|
Bylaws of Cheniere Energy, Inc., as amended and restated December 9, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 15, 2015)
|
3.7
|
|
Amendment No. 1 to the Amended and Restated Bylaws of Cheniere Energy, Inc., dated September 15, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on September 19, 2016)
|
4.1
|
|
Specimen Common Stock Certificate of the Company (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-10905), filed on August 27, 1996)
|
4.2
|
|
Indenture, dated as of February 1, 2013, by and among Sabine Pass Liquefaction, LLC, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on February 4, 2013)
|
4.3
|
|
Form of 5.625% Senior Secured Note due 2021 (Included as Exhibit A-1 to Exhibit 4.2 above)
|
4.4
|
|
First Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.5
|
|
Second Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.6
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.5 above)
|
4.7
|
|
Third Supplemental Indenture, dated as of November 25, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 25, 2013)
|
4.8
|
|
Form of 6.25% Senior Secured Note due 2022 (Included as Exhibit A-1 to Exhibit 4.7 above)
|
4.9
|
|
Fourth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.10
|
|
Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.9 above)
|
4.11
|
|
Fifth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.12
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.11 above)
|
4.13
|
|
Sixth Supplemental Indenture, dated as of March 3, 2015, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 3, 2015)
|
4.14
|
|
Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.13 above)
|
4.15
|
|
Seventh Supplemental Indenture, dated as of June 14, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on June 14, 2016)
|
4.16
|
|
Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.15 above)
|
4.17
|
|
Eighth Supplemental Indenture, dated as of September 19, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
4.18
|
|
Ninth Supplemental Indenture, dated as of September 23, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
Exhibit No.
|
|
Description
|
4.19
|
|
Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-2 to Exhibit 4.18 above)
|
4.20
|
|
Indenture, dated as of November 28, 2014, by and between Cheniere Energy, Inc., as Issuer, and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 2, 2014)
|
4.21
|
|
Form of 4.875% Unsecured PIK Convertible Note due 2021 (Included as Exhibit A to Exhibit 4.20 above)
|
4.22
|
|
Indenture, dated as of March 9, 2015, between the Company, the Guarantors and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on March 13, 2015)
|
4.23
|
|
First Supplemental Indenture, dated as of March 9, 2015, between the Company, as Issuer, and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on March 13, 2015)
|
4.24
|
|
Form of 4.25% Convertible Senior Note due 2045 (Included as Exhibit A to Exhibit 4.23 above)
|
4.25
|
|
Indenture, dated as of May 18, 2016, among Cheniere Corpus Christi Holdings, LLC, as Issuer, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 18, 2016)
|
4.26
|
|
Form of 7.000% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.25 above)
|
4.27
|
|
First Supplemental Indenture, dated as of December 9, 2016, among Cheniere Corpus Christi Holdings, LLC, as Issuer, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as Guarantors, and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 9, 2016)
|
4.28
|
|
Form of 5.875% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.27 above)
|
4.29
|
|
Note Purchase Agreement, dated as of January 16, 2015, by and among Cheniere CCH HoldCo II, LLC, as Issuer, the Company (solely for purposes of acknowledging and agreeing to Section 9 thereof), EIG Management Company, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and the note purchasers named therein (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on January 16, 2015)
|
4.30
|
|
Amended and Restated Note Purchase Agreement, dated as of March 1, 2015, by and among Cheniere CCH HoldCo II, LLC, as Issuer, the Company (solely for purposes of acknowledging and agreeing to Section 9 thereof), EIG Management Company, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and the note purchasers named therein (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on March 2, 2015)
|
4.31
|
|
Amendment to Amended and Restated Note Purchase Agreement, dated as of March 16, 2015, by and among Cheniere CCH HoldCo II, LLC, as Issuer, EIG Management Company, LLC, as administrative agent, and the note purchasers named therein (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
4.32
|
|
Amendment 2 to Amended and Restated Note Purchase Agreement, dated as of May 8, 2015, with effect as of May 1, 2015, by and among Cheniere CCH Hold Co II, LLC, as Issuer, the Company, EIG Management Company, LLC, as administrative agent, and the required note holders named therein (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
4.33
|
|
Form of 11.0% Senior Secured Notes due 2025 (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.1
|
|
LNG Terminal Use Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.2
|
|
Amendment of LNG Terminal Use Agreement, dated January 24, 2005, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on March 10, 2005)
|
10.3
|
|
Amendment of LNG Terminal Use Agreement, dated June 15, 2010, by and between Total Gas & Power North America, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 6, 2010)
|
10.4
|
|
Omnibus Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
Exhibit No.
|
|
Description
|
10.5
|
|
Parent Guarantee, dated as of November 5, 2004, by Total S.A. in favor of Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.6
|
|
Letter Agreement, dated September 11, 2012, between Total Gas & Power North America, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.7
|
|
LNG Terminal Use Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.8
|
|
Amendment to LNG Terminal Use Agreement, dated December 1, 2005, by and between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.28 to SPLNG.’s Registration Statement on Form S-4 (SEC File No. 333-138916), filed on November 22, 2006)
|
10.9
|
|
Amendment of LNG Terminal Use Agreement, dated June 16, 2010, by and between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 6, 2010)
|
10.10
|
|
Omnibus Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.11
|
|
Guaranty Agreement, dated as of December 15, 2004, from ChevronTexaco Corporation to Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.12 to SPLNG’s Registration Statement on Form S-4 (SEC File No. 333-138916), filed on November 22, 2006)
|
10.12
|
|
Second Amended and Restated LNG Terminal Use Agreement, dated as of July 31, 2012, between Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.1 to SPLNG’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
10.13
|
|
Letter Agreement, dated May 28, 2013, by and between Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.1 to SPLNG’s Quarterly Report on Form 10-Q (SEC File No. 333-138916), filed on August 2, 2013)
|
10.14
|
|
Guarantee Agreement, dated as of July 31, 2012, by Cheniere Energy Partners, L.P. in favor of Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.2 to SPLNG.’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
10.15†
|
|
Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 4, 2005)
|
10.16†
|
|
Addendum to Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-16383), filed on March 13, 2006)
|
10.17†
|
|
Amendment No. 1 to Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-134886), filed on June 9, 2006)
|
10.18†
|
|
Amendment No. 2 to Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.84 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 27, 2007)
|
10.19†
|
|
Amendment No. 3 to Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit A to the Company’s Proxy Statement (SEC File No. 001-16383), filed on April 23, 2008)
|
10.20†
|
|
Amendment No. 4 to the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 15, 2009)
|
10.21†
|
|
Form of Restricted Stock Grant (three-year vesting) under the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on January 11, 2007)
|
10.22†
|
|
Form of Restricted Stock Grant (four-year vesting) under the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on January 11, 2007)
|
Exhibit No.
|
|
Description
|
10.23†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (US - New Hire) (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 10, 2012)
|
10.24†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan (UK - New Hire) (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 10, 2012)
|
10.25†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2003 Stock Incentive Plan (US Executive Form) (Incorporated by reference to Exhibit 10.97 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.26†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2003 Stock Incentive Plan (US Non-Executive Form) (Incorporated by reference to Exhibit 10.99 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.27†
|
|
Cheniere Energy, Inc. 2011 Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 22, 2011)
|
10.28†
|
|
Amendment No. 1 to the Cheniere Energy, Inc. 2011 Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on February 5, 2013)
|
10.29†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (US - New Hire) (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 10, 2012)
|
10.30†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (UK - New Hire) (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 10, 2012)
|
10.31†
|
|
Form of Restricted Stock Grant under the Cheniere Energy, Inc. 2011 Incentive Plan (Director) (Incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on July 30, 2015)
|
10.32†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2011 Incentive Plan (US Executive Form) (Incorporated by reference to Exhibit 10.96 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.33†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2011 Incentive Plan (US Non-Executive Form) (Incorporated by reference to Exhibit 10.98 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.34†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2011 Incentive Plan (UK Executive Form) (Incorporated by reference to Exhibit 10.100 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.35†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2011 Incentive Plan (UK Non-Executive Form) (Incorporated by reference to Exhibit 10.101 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.36†
|
|
Form of 2011 - 2013 Bonus Plan Restricted Stock Grant (Train 3 and Train 4) under the 2011 Incentive Plan (US Consultant Form) (Incorporated by reference to Exhibit 10.102 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 22, 2013)
|
10.37*†
|
|
Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20)
|
10.38*†
|
|
Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17)
|
10.39*†
|
|
Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan )
|
10.40*†
|
|
Form of Restricted Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Severance Pay Plan)
|
10.41*†
|
|
Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grades 18-20)
|
10.42*†
|
|
Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 17)
|
10.43*†
|
|
Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Key Executive Severance Plan)
|
Exhibit No.
|
|
Description
|
10.44*†
|
|
Form of Performance Stock Unit Award Agreement under the Cheniere Energy, Inc. 2011 Incentive Plan (Grade 16 and Below — Severance Pay Plan)
|
10.45*†
|
|
Form of Milestone Award Letter
|
10.46†
|
|
Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on April 24, 2015)
|
10.47†
|
|
Cheniere Energy, Inc. 2014-2018 Long-Term Cash Incentive Program (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.48†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Executive) (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.49†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Non-Executive) (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.50†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Executive) (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.51†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Non-Executive) (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.52†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (US - Consultant) (Incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.53†
|
|
Form of Phantom Unit Award Agreement under the Cheniere Energy, Inc. 2015 Long-Term Cash Incentive Plan (UK - Consultant) (Incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.54†
|
|
Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan (Incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-207651), filed on October 29, 2015)
|
10.55†
|
|
Form of Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan Restricted Stock Grant - US Form (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
10.56†
|
|
Form of Cheniere Energy, Inc. 2015 Employee Inducement Incentive Plan Restricted Stock Grant - UK Form (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
10.57†
|
|
Cheniere Energy, Inc. Key Executive Severance Pay Plan (Effective as of January 1, 2017) and Summary Plan Description (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 14, 2016)
|
10.58†
|
|
Meg Gentle’s Assignment Letter, dated July 30, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on July 30, 2013)
|
10.59†
|
|
Amendment No. 1 to Meg Gentle’s Assignment Letter, dated June 16, 2015 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 17, 2015)
|
10.60†
|
|
Release Agreement between the Company and Meg A. Gentle, dated August 26, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 26, 2016)
|
10.61†
|
|
Letter Agreement between the Company and Neal Shear, dated December 18, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 23, 2015)
|
10.62†
|
|
Letter Agreement between the Company and Neal Shear, dated May 12, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 12, 2016)
|
10.63†
|
|
Letter agreement between R. Keith Teague and the Company, dated May 4, 2016 (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 5, 2016)
|
10.64†
|
|
Employment Agreement between the Company and Jack A. Fusco, dated May 12, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 12, 2016)
|
10.65*†
|
|
Cheniere Energy, Inc. Retirement Policy, dated effective February 17, 2017
|
Exhibit No.
|
|
Description
|
10.66†
|
|
Form of Indemnification Agreement for officers of Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.73 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 19, 2016)
|
10.67†
|
|
Form of Indemnification Agreement for directors of Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.74 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 19, 2016)
|
10.68
|
|
Second Amended and Restated Credit Agreement (Term Loan A), dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Société Générale, as the Commercial Banks Facility Agent and the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.69
|
|
Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.70
|
|
Administrative Amendment, dated December 31, 2015, to the Second Amended and Restated Common Terms Agreement dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.7 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 5, 2016)
|
10.71
|
|
Amended and Restated KSURE Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Korea Development Bank, New York Branch, as the KSURE Covered Facility Agent, Société Générale, as the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.5 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.72
|
|
KEXIM Direct Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, and The Export-Import Bank of Korea, a governmental financial institution of the Republic of Korea (“KEXIM”), as the KEXIM Direct Facility Lender, Joint Lead Arranger and Joint Lead Bookrunner (Incorporated by reference to Exhibit 10.3 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.73
|
|
KEXIM Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, KEXIM and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.4 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.74
|
|
Omnibus Amendment, dated as of September 24, 2015, to the Second Amended and Restated Common Terms Agreement among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.6 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.75
|
|
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender and Common Security Trustee, and the senior lenders party thereto from time to time (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
|
10.76
|
|
Registration Rights Agreement, dated as of June 14, 2016, between Sabine Pass Liquefaction, LLC and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on June 14, 2016)
|
10.77
|
|
Registration Rights Agreement, dated as of September 23, 2016, between Sabine Pass Liquefaction, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
10.78
|
|
Amended and Restated Subscription Agreement, dated as of November 26, 2014, by and among Cheniere Energy, Inc., RRJ Capital II Ltd, Baytree Investments (Mauritius) Pte Ltd and Seatown Lionfish Pte. Ltd. relating to convertible PIK notes of Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 2, 2014)
|
10.79
|
|
Common Terms Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, as Borrower, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, as Guarantors, Société Générale, as Term Loan Facility Agent and Intercreditor Agent and any other facility agents party thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
Exhibit No.
|
|
Description
|
10.80
|
|
Common Security and Account Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, as Company, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P., and Corpus Christi Pipeline GP, LLC, as Guarantors, the Senior Creditor Group Representatives party thereto from time to time, Société Générale, as Intercreditor Agent and Security Trustee, and Mizuho Bank, Ltd, as Account Bank (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.81
|
|
Pledge Agreement, dated May 13, 2015, among Cheniere CCH HoldCo I, LLC, as Pledgor, and Société Générale, as Security Trustee (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.82
|
|
Corpus Christi Liquefied Natural Gas Project Term Loan Facility Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, as Borrower, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, as Guarantors, Term Lenders party thereto from time to time, and Société Générale, as Term Loan Facility Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.83
|
|
Equity Contribution Agreement, dated May 13, 2015, among Cheniere Corpus Christi Holdings, LLC, and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.84
|
|
Registration Rights Agreement for 11.0% Senior Secured Notes due 2025, dated May 13, 2015, among the Company, Cheniere CCH HoldCo II, LLC, and EIG Management Company, LLC as Agent on behalf of the Note Holders (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.85
|
|
Pledge Agreement, dated May 13, 2015, among the Company, EIG Management Company, LLC, as Administrative Agent for the Note Holders, and The Bank of New York Mellon as the Collateral Agent for the Note Holders (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.86
|
|
Pledge Agreement, dated May 13, 2015, among Cheniere CCH HoldCo II, LLC, EIG Management Company, LLC, as Administrative Agent for the Note Holders, and The Bank of New York Mellon as the Collateral Agent for the Note Holders (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 13, 2015)
|
10.87
|
|
Working Capital Facility Agreement, dated as of December 14, 2016, among Cheniere Corpus Christi Holdings, LLC, the Guarantors, The Bank of Nova Scotia, as Working Capital Facility Agent, The Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation, as Issuing Banks, Mizuho Bank, Ltd., as Swing Line Lender, and the lenders party thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 20, 2016)
|
10.88
|
|
First Amendment to Working Capital Facility Agreement, dated December 20, 2016, among Cheniere Corpus Christi Holdings, LLC, the Guarantors, The Bank of Nova Scotia, as Working Capital Facility Agent, The Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation, as Issuing Banks, Mizuho Bank, Ltd., as Swing Line Lender, and the lenders party thereto from time to time (Incorporated by reference to Exhibit 10.42 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.89
|
|
Registration Rights Agreement, dated as of May 18, 2016, among Cheniere Corpus Christi Holdings, LLC, as Issuer, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as Guarantors, and Morgan Stanley & Co. LLC, for itself and as representative of the purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 18, 2016)
|
10.90
|
|
Registration Rights Agreement, dated as of December 9, 2016, among Cheniere Corpus Christi Holdings, LLC, as Issuer, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as Guarantors, and Goldman, Sachs & Co., for itself and as representative of the purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 9, 2016)
|
10.91
|
|
Credit and Guaranty Agreement, dated as of February 25, 2016, among Cheniere Partners, as Borrower, certain subsidiaries of Cheniere Partners, as Subsidiary Guarantors, the lenders from time to time party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank, Administrative Agent and Coordinating Lead Arranger, and certain arrangers and other participants (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 2, 2016)
|
10.92
|
|
Depositary Agreement, dated as of February 25, 2016, among Cheniere Partners, as Borrower, certain subsidiaries of the Cheniere Partners, as Subsidiary Guarantors, MUFG Union Bank, N.A., as Collateral Agent and MUFG Union Bank, N.A., as Depositary Bank (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 2, 2016)
|
Exhibit No.
|
|
Description
|
10.93
|
|
Omnibus Amendment and Waiver, dated as of October 14, 2016, to (a) the Credit and Guaranty Agreement, dated as of February 25, 2016 among the Partnership, as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, the lenders party thereto from time to time, and each other person party thereto from time to time and to (b) the Depositary Agreement, dated as of February 25, 2016, among Borrower, MUFG Union Bank, N.A., as Collateral Agent and MUFG Union Bank, N.A., as Depositary Agent and each other person party thereto from time to time (Incorporated by reference to Exhibit 10.27 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 24, 2017)
|
10.94
|
|
Master Ex-Ship LNG Sales Agreement, dated April 26, 2007, between Cheniere Marketing, Inc. and Gaz de France International Trading S.A.S., including Letter Agreement, dated April 26, 2007, and Specific Order No. 1, dated April 26, 2007 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 9, 2007)
|
10.95
|
|
LNG Lease Agreement, dated June 24, 2008, between Cheniere Marketing, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 11, 2008)
|
10.96
|
|
LNG Lease Agreement, dated September 30, 2011, by and between Cheniere Marketing, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 7, 2011)
|
10.97
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 14, 2011)
|
10.98
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0001 EPC Terms and Conditions, dated May 1, 2012, (ii) the Change Order CO-0002 Heavies Removal Unit, dated May 23, 2012, (iii) the Change Order CO-0003 LNTP, dated June 6, 2012, (iv) the Change Order CO-0004 Addition of Inlet Air Humidification, dated July 10, 2012, (v) the Change Order CO-0005 Replace Natural Gas Generators with Diesel Generators, dated July 10, 2012, (vi) the Change Order CO-0006 Flange Reduction and Valve Positioners, dated June 20, 2012, and (vii) the Change Order CO-0007 Relocation of Temporary Facilities, Power Poles Relocation Reimbursement, and Duck Blind Road Improvement Reimbursement, dated July 13, 2012 (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 3, 2012)
|
10.99
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0008 Delay in Full Placement of Insurance, dated July 27, 2012, (ii) the Change Order CO-0009 HAZOP Action Items, dated July 31, 2012, (iii) the Change Order CO-00010 Fuel Provisional Sum, dated August 8, 2012, (iv) the Change Order CO-00011 Currency Provisional Sum, dated August 8, 2012, (v) the Change Order CO-00012 Delay in NTP, dated August 8, 2012, and (vi) the Change Order CO-00013 Early EPC Work Credit, dated August 29, 2012 (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.100
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00014 Bundle of Changes, dated September 5, 2012, (ii) the Change Order CO-00015 Static Mixer, Air Cooler Walkways, etc., dated November 8, 2012, (iii) the Change Order CO-0016 Delay in Full Placement of Insurance, dated October 29, 2012, (iv) the Change Order CO-00017 Condensate Header, dated December 3, 2012 and (v) the Change Order CO-00018 Increase in Power Requirements, dated January 17, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.26 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.101
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00019 Delete Tank 6 Scope of Work, dated February 27, 2013 and (ii) the Change Order CO-00020 Modification to Builder’s Risk Insurance Sum Insured Value, dated March 14, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
Exhibit No.
|
|
Description
|
10.102
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00021 Increase to Insurance Provisional Sum, dated April 17, 2013, (ii) the Change Order CO-00022 Removal of LNG Static Mixer Scope, dated May 8, 2013, (iii) the Change Order CO-00023 Revised LNG Rundown Line, dated May 30, 2013, (iv) the Change Order CO-00024 Reroute Condensate Header, Substation HVAC Stacks, Inlet Metering Station Pile Driving, dated June 11, 2013 and (v) the Change Order CO-00025 Feed Gas Connection Modifications, dated June 11, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.45 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.103
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00026 Bundle of Changes, dated June 28, 2013, (ii) the Change Order CO-00027 16” Water Pumps, dated July 12, 2013, (iii) the Change Order CO-00028 HRU Operability, dated July 26, 2013, (iv) the Change Order CO-00029 Belleville Washers, dated August 14, 2013 and (v) the Change Order CO-00030 Soils Preparation Provisional Sum Transfer dated August 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 8, 2013)
|
10.104
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00031 LNG Intank Pump Replacement Scope Reduction/OSBL Additional Piling for the Cathodic Protection Rectifier Platform and Drum Storage Shelter dated October 15, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.35 to Amendment No. 2 to SPL’s Registration Statement on Form S-4/A (SEC File No. 333-192373), filed on January 28, 2014)
|
10.105
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00032 Intra-Plant Feed Gas Header and Jefferson Davis Electrical Distribution, dated January 9, 2014, (ii) the Change Order CO-00033 Revised EPC Agreement Attachments S & T, dated March 24, 2014 and (iii) the Change Order CO-00034 Greenfield/Brownfield Demarcation Adjustment, dated February 19, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
10.106
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00035 Resolution of FERC Open Items, Additional FERC Support Hours and Greenfield/Brownfield Milestone Adjustment, dated May 9, 2014 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 31, 2014)
|
10.107
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00036 Future Tie-Ins and Jeff Davis Invoices, dated July 9, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.23 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.108
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00037 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 and (ii) the Change Order CO-00038 Control Room Modifications and Miscellaneous Items, dated January 6, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.26 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 20, 2015)
|
10.109
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00039 Increase to Existing Facility Labor Provisional Sum and Decrease to Sales and Use Tax Provisional Sum, dated February 12, 2015 and (ii) the Change Order CO-00040 Load Shedding and LNG Tank Tie-In Crane, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
Exhibit No.
|
|
Description
|
10.110
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00041 Additional Building Utility Tie-in Packages and Fire and Gas Modifications, dated April 9, 2015 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.111
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00042 Platform Design Modifications, Compressor Oil Fills, Additional Building Modifications, dated October 16, 2015, and (ii) the Change Order CO-00043 Soil Provisional Sum Closure, dated December 2, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2016)
|
10.112
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00044 Potable Water Bypass Line and Pipeline Installation Tie-In at 135-A Metering Station, dated December 17, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.113
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00045 April Site Closure for Cheniere Celebration, dated April 4, 2016, (ii) the Change Order CO-00046 Defer Completion of Ship Loading Time Commissioning Test, dated May 17, 2016, and (iii) the Change Order CO-00047 Re-Orientation of PSV Bypass Valves, dated May 25, 2016 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
10.114
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00048 N2 Supply for High Pressure Tightness Test During Commissioning and Startup, dated July 12, 2016, (ii) the Change Order CO-00050 Train 2 N2 Dryout, dated July 29, 2016, (iii) the Change Order CO-00051 Six-Day Work Week for Insulation Scope — Subproject 2, dated August 9, 2016, and (iv) the Change Order CO-00052 Process Flares Modification Provisional Sum, dated September 1, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.115
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00053 Adjustment, dated September 27, 2016, (ii) the Change Order CO-00054 Operating Spare Part Provisional Sum Closeout, dated November 3, 2016, and (iii) the Change Order CO-00055 Existing Facility Labor Provisional Sum Closeout, dated November 21, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment) (Incorporated by reference to Exhibit 10.38 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.116
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated December 20, 2012, by and between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on December 27, 2012)
|
10.117
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0001 Electrical Station HVAC Stacks, dated June 4, 2013, (ii) the Change Order CO-0002 Revised LNG Rundown Lines, dated May 30, 2013, (iii) the Change Order CO-0003 Currency Provisional Sum Closure, dated May 29, 2013 and (iv) the Change Order CO-0004 Fuel Provisional Sum Closure, dated May 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.48 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
Exhibit No.
|
|
Description
|
10.118
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0005 Credit to EPC Contract Value for TSA Work, dated June 24, 2013, (ii) the Change Order CO-0006 HRU Operability with Lean Gas & Controls Upgrade and Ultrasonic Meter Configuration and Calibration, dated July 26, 2013, (iii) the Change Order CO-0007 Additional Belleville Washers, dated August 15, 2013, (iv) the Change Order CO-0008 GTG Switchgear Arrangement/Upgrade Fuel Gas Heater System, dated August 26, 2013, and (v) the Change Order CO-0009 Soils Preparation Provisional Sum Transfer and Closure, dated August 26, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.49 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.119
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00010 Insurance Provisional Sum Adjustment, dated January 23, 2014, (ii) the Change Order CO-00011 Additional Stage 2 GTGs, dated January 23, 2014, (iii) the Change Order CO-0012 Lien and Claim Waiver Modification, dated March 24, 2014 and (iv) the Change Order CO-00013 Revised Stage 2 EPC Agreement Attachments S&T, dated March 24, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
10.120
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00014 Additional 13.8kv Circuit Breakers and Misc. Items, dated July 14, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.28 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.121
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00015 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 20, 2015)
|
10.122
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00016 Louisiana Sales and Use Tax Provisional Sum Adjustment, dated February 12, 2015 and (ii) the Change Order CO-00017 Load Shedding Study and Scope Change, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
10.123
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00018 Permanent Restroom Trailers and Installation of Tie-In for GTG Fuel Gas Interconnect, dated May 21, 2015 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.124
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00019 East Meter Piping Tie-ins, dated August 26, 2015 (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.125
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00020 Milestone Payment Adjustments, dated January 12, 2016 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
Exhibit No.
|
|
Description
|
10.126
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00021 Smokeless Flare Modification Study, dated March 29, 2016, (ii) the Change Order CO-00022 Cable Tray Support and Arc Flash Study, dated May 4, 2016, and (iii) the Change Order CO-00023 Re-Orientation of PSV Bypass Valves, dated May 17, 2016 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
10.127
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00024 Additional Support for FERC Document Requests, dated June 20, 2016, (ii) the Change Order CO-00025 N2 Supply for High Pressure Tightness Test During Commissioning and Startup, dated July 12, 2016, (iii) the Change Order CO-00027 Addition of Check Valves to Condensate Lines, dated July 29, 2016, (iv) the Change Order CO-00028 Additional Professional Services Support Hours for the Flare System Evaluation, dated August 3, 2016, and (v) the Change Order CO-00029 Lump Sum Process Flares Modification, dated September 1, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.128
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00030 Professional Services for Control System Changes Post TCCC, dated September 16, 2016, (ii) the Change Order CO-00031 Marine Flare Study, dated September 16, 2016, and (iii) the Change Order CO-00032 Operational Spare Part Provisional Sum Closeout, dated November 3, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.51 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.129
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K/A (SEC File No. 001-33366), filed on July 1, 2015)
|
10.130
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00001 Currency and Fuel Provisional Sum Adjustment, dated June 25, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.131
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00002 Credit to EPC Contract Value for TSA Work, dated September 17, 2015 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.132
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00003 Perimeter Fencing Scope Removal, East Meter Piping Scope Change, Additional Bathroom Facilities, dated November 18, 2015 (Incorporated by reference to Exhibit 10.45 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2016)
|
10.133
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00004 DOE Regulation Change Impacts, RECON Schedule Change, Addition of Dry Flare Connection, Fuel Gas Supply Transfer to Train 5 and East Meter Fuel Gas, dated February 18, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
Exhibit No.
|
|
Description
|
10.134
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00005 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated March 16, 2016, (ii) the Change Order CO-00006 Additional Bechtel Hours to Support RECON, Temporary Access Rd., Addition of Flash Liquid Expander, Removal of Vibration Monitor System, To-Date Reconciliation of Soils Preparation Provisional Sum, dated March 22, 2016, (iii) the Change Order CO-00007 Additional Support for FERC Document Requests, dated May 10, 2016, (iv) the Change Order CO-00008 Water System Scope Changes and Seal Design & Seal Gas Modification, dated May 4, 2016, (v) the Change Order CO-00009 Re-Orientation of PSV Bypass Valves, dated May 17, 2016, and (vi) the Change Order CO-00010 Deletion of Chlorine Analyzer, dated June 15, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
10.135
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00011 Site Drainage Design Change: Professional Service Hours, dated July 26, 2016 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.136
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00012 Addition of Check Valves to Condensate Lines and Change of Tie-in Point, dated September 12, 2016, (ii) the Change Order CO-00013 LNG Rundown Line Reroute, dated September 12, 2016, (iii) the Change Order CO-00014 Pre-EPC HAZOP Action Item Closure, dated September 27, 2016, (iv) the Change Order CO-00015 Study for Enclosed Ground Flare and Process Flare, dated September 27, 2016, (v) the Change Order CO-00016 Upgrades to Gas Turbine Generators, dated October 19, 2016, and (vi) the Change Order CO-00017 Site Drainage Design Change: Temporary Drainage Implementation, dated December 1, 2016 (Incorporated by reference to Exhibit 10.59 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.137
|
|
Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 10, 2013)
|
10.138
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (1) the Change Order CO-00001 Cost Impacts Associated with Delay in NTP, dated March 9, 2015, (2) the Change Order CO-00002 DLE/IAC Scope Change, dated March 25, 2015, (3) the Change Order CO-00003 Currency and Fuel Provisional Sum Closures, dated May 13, 2015 and (4) the Change Order CO-00004 Bridging Extension Through May 17, 2015, dated May 12, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on July 30, 2015)
|
10.139
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (1) the Change Order CO-00005 Revised Buildings to Include Jetty and Geo-Tech Impact to Buildings, dated June 4, 2015, (2) the Change Order CO-00006 Marine and Dredging Execution Change, dated June 16, 2015, (3) the Change Order CO-00007 Temporary Laydown Areas, AEP Substation Relocation, Power Monitoring System for Substation, Bollards for Power Line Poles, Multiplex Interface for AEP Hecker Station, dated June 30, 2015, (4) the Change Order CO-00008 West Jetty Shroud and Fencing, Temporary Strainers on Loading Arms, Breasting and Mooring Analysis, Addition of Crossbar from Platform at Ethylene Bullets to Platform for PSV Deck, Reduction of Vapor Fence at Bed 22, Relocation of Gangway Tower, Changes in Dolphin Size, dated July 28, 2015, (5) the Change Order CO-00009 Post FEED Studies, dated July 1, 2015, (6) the Change Order CO-00010 Additional Post FEED Studies, Feed Gas ESD Valve Bypass, Flow Meter on Bog Line, Additional Simulations, FERC #43, dated July 1, 2015, (7) the Change Order CO-00011 Credit to EPC Contract Value for TSA Work, dated July 7, 2015, and (8) the Change Order CO-00012 Reduction of Provisional Sum for Operating Spares, Liquid Condensate Tie-In, Automatic Shut-Off Valve in Condensate Truck Fill Line, Firewater Monitor and Hydrant Coverage Test, dated August 11, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
Exhibit No.
|
|
Description
|
10.140
|
|
Change order to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00013 Change in FEED Gas Tie-In, Utility Water and Potable Water Tie-In Changes, Ditch Design at Permanent Buildings, Koch Pipeline Cover, Monitoring of Raw Water Lake During Piling, Card Readers and Muster Points, Additional Asphalt in the Temporary Facilities Area, FAA Lighting and Marking, FERC Condition 84, dated October 13, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.134 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 19, 2016)
|
10.141
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00014 Stage 1 Isolation, dated January 11, 2016, (ii) the Change Order CO-00015 IAC Conversion to Lump Sum, dated January 20, 2016, and (iii) the Change Order CO-00016 Permanent Plant Buildings, dated January 20, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 5, 2016)
|
10.142
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00017 Process and Utility Tie-Ins Studies and Associated Scopes (138 kV Pricing, Transfer Line, Connections for Future LNG Truck Loading Facility), dated May 24, 2016, (ii) the Change Order CO-00018 FERC Conditions 40, 63, 64, 80, dated May 4, 2016, (iii) the Change Order CO-00019 Trelleborg Marine Equipment, BOG Compressor Tie-In, Multiplexer Credit, Additional FERC Hours, dated May 4, 2016, and (iv) the Change Order CO-00020 Impact Due to Overhead Power Transmission Lines on La Quinta Road and Flare System Modification Evaluation, dated May 31, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 9, 2016)
|
10.143
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00022 Permanent Plant Building Modifications, dated June 20, 2016 and (ii) the Change Order CO-00024 N2 Dewar Interface, Temporary Power to Air Cooler, Condensate Pipeline Maximum Allowable Operating Pressure, dated June 28, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 3, 2016)
|
10.144
|
|
Change orders to the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00026 Changes to Outfall (P1, P2, and P5) to LaQuinta Ditch, dated August 31, 2016, (ii) the Change Order CO-00028 Anti-Dumping Duties, dated September 26, 2016, and (iii) the Change Order CO-00029 Additional Flare System Evaluation, dated September 26, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment) (Incorporated by reference to Exhibit 10.12 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.145
|
|
Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated December 6, 2013, by and between Corpus Christi Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 10, 2013)
|
10.146
|
|
GDF Transatlantic Option Agreement, dated April 26, 2007, between Cheniere Marketing, Inc. and Gaz de France International Trading S.A.S. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 9, 2007)
|
10.147
|
|
LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 21, 2011)
|
10.148
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (Buyer) (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
Exhibit No.
|
|
Description
|
10.149
|
|
LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on December 12, 2011)
|
10.150
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer) (Incorporated by reference to Exhibit 10.18 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.151
|
|
LNG Sale and Purchase Agreement (FOB), dated December 14, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on December 17, 2012)
|
10.152
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated August 28, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.4 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.153
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between Sabine Pass Liquefaction, LLC (Seller) and BG Gulf Coast LNG, LLC (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on January 26, 2012)
|
10.154
|
|
Letter agreement, dated May 12, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB) between Sabine Pass Liquefaction, LLC and BG Gulf Coast LNG, LLC dated January 25, 2012 (Incorporated by reference to Exhibit 10.7 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.155
|
|
LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on January 30, 2012)
|
10.156
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer) (Incorporated by reference to Exhibit 10.19 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.157
|
|
LNG Sale and Purchase Agreement (FOB), dated March 22, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 25, 2013)
|
10.158
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.5 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.159
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between Sabine Pass Liquefaction, LLC (Seller) and Cheniere Marketing, LLC (Buyer) (Incorporated by reference to Exhibit 10.1 to SPL’s Current Report on Form 8-K (SEC File No. 333-192373), filed on August 11, 2014)
|
10.160
|
|
Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between Sabine Pass Liquefaction, LLC, and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) (Incorporated by reference to Exhibit 10.14 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 24, 2017)
|
10.161
|
|
LNG Sale and Purchase Agreement (FOB), dated April 1, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Endesa Generación, S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on April 2, 2014)
|
10.162
|
|
LNG Sale and Purchase Agreement (FOB), dated April 7, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Endesa S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on April 8, 2014)
|
10.163
|
|
Assignment and Amendment Agreement, dated April 7, 2014, among Endesa Generación S.A., Endesa S.A. and Corpus Christi Liquefaction, LLC. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 1, 2014)
|
10.164
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and Corpus Christi Liquefaction, LLC (Seller) (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
10.165
|
|
Amendment No. 2 of LNG Sale and Purchase Agreement (FOB), dated July 23, 2015, between Endesa S.A. (Buyer) and Corpus Christi Liquefaction, LLC (Seller) (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
Exhibit No.
|
|
Description
|
10.166
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated March 20, 2015, between Corpus Christi Liquefaction, LLC (Seller) and PT Pertamina (Persero) (Buyer) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.167
|
|
Amendment No. 1, dated February 4, 2016, to LNG Purchase and Sale Agreement between Corpus Christi Liquefaction, LLC and PT Pertamina (Persero), dated March 20, 2015 (Incorporated by reference to Exhibit 10.22 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.168
|
|
LNG Sale and Purchase Agreement (FOB), dated May 30, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Iberdrola, S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on May 30, 2014)
|
10.169
|
|
LNG Sale and Purchase Agreement (FOB), dated June 2, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Gas Natural Fenosa LNG SL (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 2, 2014)
|
10.170
|
|
LNG Sale and Purchase Agreement (FOB), dated June 30, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Woodside Energy Trading Singapore Pte Ltd (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on June 30, 2014)
|
10.171
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated July 24, 2015, between Woodside Energy Trading Singapore PTE Ltd (Buyer) and Corpus Christi Liquefaction, LLC (Seller) (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
10.172
|
|
LNG Sale and Purchase Agreement (FOB), dated July 17, 2014, between Corpus Christi Liquefaction, LLC (Seller) and Électricité de France, S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on July 17, 2014)
|
10.173
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 24, 2015, between Corpus Christi Liquefaction, LLC (Seller) and Électricité de France, S.A. (Buyer) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on April 30, 2015)
|
10.174
|
|
Amendment No. 2 of LNG Sale and Purchase Agreement, dated July 15, 2015, between Électricité de France, S.A. (Buyer) and Corpus Christi Liquefaction, LLC (Seller) (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on October 30, 2015)
|
10.175
|
|
LNG Sale and Purchase Agreement (FOB), dated December 18, 2014, between Corpus Christi Liquefaction, LLC (Seller) and EDP Energias de Portugal S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on December 18, 2014)
|
10.176
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated November, 18, 2015, between Corpus Christi Liquefaction, LLC (Seller) and EDP Energias de Portugal S.A. (Buyer) (Incorporated by reference to Exhibit 10.163 to the Company’s Annual Report on Form 10-K (SEC File No. 001-16383), filed on February 19, 2016)
|
10.177
|
|
Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP (Incorporated by reference to Exhibit 10.32 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.178
|
|
Amendment No. 1, dated June 26, 2015, to Amended and Restated Base LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP (Incorporated by reference to Exhibit 10.33 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.179
|
|
Amendment No. 2, dated December 27, 2016, to Amended and Restated Base LNG Purchase Agreement (FOB), dated as of November 28, 2014, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP (Incorporated by reference to Exhibit 10.34 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.180
|
|
Amended and Restated Foundation Customer LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014 between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP (Incorporated by reference to Exhibit 10.35 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.181
|
|
Amendment No. 1, dated June 26, 2015, to Foundation Customer LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014 between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP (Incorporated by reference to Exhibit 10.36 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
Exhibit No.
|
|
Description
|
10.182
|
|
Amendment No. 2, dated December 27, 2016, to Foundation Customer LNG Sale and Purchase Agreement (FOB), dated as of November 28, 2014, between Corpus Christi Liquefaction, LLC and Cheniere Marketing LLP (Incorporated by reference to Exhibit 10.37 to CCH’s Registration Statement on Form S-4 (SEC File No. 333-215435), filed on January 5, 2017)
|
10.183
|
|
Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement, dated October 23, 2007, by and between Cheniere Marketing, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 6, 2007)
|
10.184
|
|
Unit Purchase Agreement, dated May 14, 2012, by and among Cheniere Energy Partners, L.P., Cheniere Energy, Inc. and Blackstone CQP Holdco LP (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.185
|
|
Class B Unit Purchase Agreement, dated as of May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, LLC (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.186
|
|
First Amendment to Class B Unit Purchase Agreement, dated as of August 9, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere Class B Units Holdings, LLC (Incorporated by reference to Exhibit 10.3 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
10.187
|
|
Subscription Agreement, dated May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, LLC (Incorporated by reference to Exhibit 10.4 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.188
|
|
Letter Agreement, dated as of August 9, 2012, among Cheniere Energy, Inc., Cheniere Energy Partners, L.P. and Blackstone CQP Holdco LP (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
10.189
|
|
Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among Cheniere Energy, Inc., Cheniere Energy Partners, L.P., Cheniere Energy Partners GP, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to time (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on August 6, 2012)
|
10.190
|
|
Third Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P., dated August 9, 2012 (Incorporated by reference to Exhibit 3.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
10.191
|
|
Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, dated December 13, 2013 (Incorporated by reference to Exhibit 3.1 to Cheniere Holdings’ Current Report on Form 8-K (SEC File No. 001-36234), filed on December 18, 2013)
|
10.192
|
|
Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated December 13, 2013 (Incorporated by reference to Exhibit 10.3 to Cheniere Holdings’ Current Report on Form 8-K (SEC File No. 001-36234), filed on December 18, 2013)
|
10.193
|
|
Payment Deferral Agreement (O&M Agreement), dated March 27, 2014, between Cheniere Energy Investments, LLC and Cheniere LNG O&M Services, LLC (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 1, 2014)
|
10.194
|
|
Nomination and Standstill Agreement, dated August 21, 2015, by and between the Company, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Carl C. Icahn, Jonathan Christodoro and Samuel Merksamer (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-16383), filed on August 24, 2015)
|
21.1*
|
|
Subsidiaries of Cheniere Energy, Inc.
|
23.1*
|
|
Consent of KPMG LLP
|
31.1*
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2*
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Exhibit No.
|
|
Description
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Current assets
|
287
|
|
|
132
|
|
||
Non-current restricted cash
|
6,575
|
|
|
6,572
|
|
||
Property, plant and equipment, net
|
14,987
|
|
|
8,899
|
|
||
Debt receivable—affiliates
|
—
|
|
|
843,629
|
|
||
Investments in affiliates
|
(145,252
|
)
|
|
(426,420
|
)
|
||
Other non-current assets
|
115
|
|
|
—
|
|
||
Total assets
|
$
|
(123,288
|
)
|
|
$
|
432,812
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
$
|
8,184
|
|
|
$
|
8,051
|
|
Current debt—affiliate
|
—
|
|
|
143,580
|
|
||
Long-term debt, net
|
1,264,953
|
|
|
1,183,031
|
|
||
|
|
|
|
||||
Stockholders’ deficit
|
(1,396,425
|
)
|
|
(901,850
|
)
|
||
Total liabilities and equity
|
$
|
(123,288
|
)
|
|
$
|
432,812
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
General and administrative expense (recovery)
|
$
|
5,741
|
|
|
$
|
(356
|
)
|
|
$
|
10,597
|
|
Depreciation expense
|
107
|
|
|
58
|
|
|
—
|
|
|||
Total operating costs and expenses (recovery)
|
5,848
|
|
|
(298
|
)
|
|
10,597
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net
|
(103,784
|
)
|
|
(93,116
|
)
|
|
(4,205
|
)
|
|||
Interest expense, net—affiliates
|
(7,314
|
)
|
|
(9,137
|
)
|
|
(9,137
|
)
|
|||
Interest income
|
3
|
|
|
3
|
|
|
3
|
|
|||
Interest income—affiliates
|
24,211
|
|
|
34,213
|
|
|
34,213
|
|
|||
Equity loss of affiliates
|
(517,259
|
)
|
|
(907,370
|
)
|
|
(558,209
|
)
|
|||
Total other expense
|
(604,143
|
)
|
|
(975,407
|
)
|
|
(537,335
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(609,991
|
)
|
|
$
|
(975,109
|
)
|
|
$
|
(547,932
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash used in operating activities
|
$
|
(101,345
|
)
|
|
$
|
(176,068
|
)
|
|
$
|
(180,990
|
)
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|||
Investments in affiliates
|
201,750
|
|
|
(181,471
|
)
|
|
(869,842
|
)
|
|||
Net cash provided by (used in) investing activities
|
201,750
|
|
|
(181,471
|
)
|
|
(869,842
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of debt
|
—
|
|
|
500,000
|
|
|
1,000,000
|
|
|||
Debt issuance and deferred financing costs
|
—
|
|
|
(4,129
|
)
|
|
(516
|
)
|
|||
Proceeds from sale of common shares by Cheniere Holdings
|
—
|
|
|
—
|
|
|
228,781
|
|
|||
Distribution and dividends to non-controlling interest
|
(80,055
|
)
|
|
(80,235
|
)
|
|
(79,517
|
)
|
|||
Proceeds from exercise of stock options
|
50
|
|
|
2,279
|
|
|
10,805
|
|
|||
Payments related to tax withholdings for share-based compensation
|
(20,397
|
)
|
|
(61,175
|
)
|
|
(112,323
|
)
|
|||
Other
|
—
|
|
|
1,524
|
|
|
3,605
|
|
|||
Net cash provided by (used in) financing activities
|
(100,402
|
)
|
|
358,264
|
|
|
1,050,835
|
|
|||
|
|
|
|
|
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
3
|
|
|
725
|
|
|
3
|
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
6,572
|
|
|
5,847
|
|
|
5,844
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
6,575
|
|
|
$
|
6,572
|
|
|
$
|
5,847
|
|
|
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current restricted cash
|
6,575
|
|
|
6,572
|
|
|
5,847
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
6,575
|
|
|
$
|
6,572
|
|
|
$
|
5,847
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Non-cash capital contributions (1)
|
|
$
|
(517,259
|
)
|
|
$
|
(907,370
|
)
|
|
$
|
(558,209
|
)
|
Non-cash capital contribution from subsidiaries for forgiveness of debt
|
|
150,895
|
|
|
—
|
|
|
—
|
|
|||
Non-cash capital distribution to subsidiaries for forgiveness of debt
|
|
(867,840
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of stock to acquire additional interest in Cheniere Holdings
|
|
93,575
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Amounts represent equity losses of affiliates.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
CHENIERE ENERGY, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Jack A. Fusco
|
|
|
Jack A. Fusco
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
Date:
|
February 24, 2017
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Jack A. Fusco
|
President and Chief Executive Officer and Director
(Principal Executive Officer) |
February 24, 2017
|
Jack A. Fusco
|
||
|
|
|
/s/ Michael J. Wortley
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
February 24, 2017
|
Michael J. Wortley
|
||
|
|
|
/s/ Leonard Travis
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
February 24, 2017
|
Leonard Travis
|
||
|
|
|
/s/ G. Andrea Botta
|
Chairman of the Board
|
February 24, 2017
|
G. Andrea Botta
|
||
|
|
|
/s/ Vicky A. Bailey
|
Director
|
February 24, 2017
|
Vicky A. Bailey
|
||
|
|
|
/s/ Nuno Brandolini
|
Director
|
February 24, 2017
|
Nuno Brandolini
|
||
|
|
|
/s/ Jonathan Christodoro
|
Director
|
February 24, 2017
|
Jonathan Christodoro
|
||
|
|
|
/s/ David I. Foley
|
Director
|
February 24, 2017
|
David I. Foley
|
||
|
|
|
/s/ David B. Kilpatrick
|
Director
|
February 24, 2017
|
David B. Kilpatrick
|
||
|
|
|
/s/ Samuel Merksamer
|
Director
|
February 24, 2017
|
Samuel Merksamer
|
||
|
|
|
/s/ Donald F. Robillard, Jr.
|
Director
|
February 24, 2017
|
Donald F. Robillard, Jr.
|
||
|
|
|
/s/ Neal A. Shear
|
Director
|
February 24, 2017
|
Neal A. Shear
|
||
|
|
|
/s/ Heather R. Zichal
|
Director
|
February 24, 2017
|
Heather R. Zichal
|
||
|
|
|
1 Year Cheniere Energy Chart |
1 Month Cheniere Energy Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions