Cheniere Energy Inc. (LNG) 2014年年度報告「AMEX」.pdf

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1、CHENIERE ENERGY,INC.2014 ANNUAL REPORTCHENIERE ENERGY,INC.2014 ANNUAL REPORTNOTE REGARDING FORWARD-LOOKING STATEMENTSThe Chairmans Letter,Cheniere Highlights and Chenieres Transformation sections contain forward-looking statements relating to,among other things,business strategy,performance and expe

2、ctations for project development.The reader is cautioned not to rely on these statements and should review the section“Cautionary Statement Regarding Forward-Looking Statements”on page ii of this Annual Report for important information about these statements,including the risks,uncertainties and oth

3、er factors that could cause actual results to vary materially from the assumptions,expectations,and projections expressed in any forward-looking statements.These forward-looking statements speak only as of the date made,and other than as required by law,we under take no obligation to publicly update

4、 or revise any forward-looking statement,whether as a result of new information,future events or developments or otherwise.Global oil markets have been transformed by U.S.unconventional supply growth.Brent oil prices declined sharply from a range near$110 per barrel midyear to approximately$50 per b

5、arrel at yearend.Global crude markets have been upended by softerthanexpected economic performance in Europe and Asia,and unabated growth in U.S.crude supply.The U.S.produced approximately 9.1 million barrels per day of crude in December 2014,the highest production levels since 1986 and approximatel

6、y 1.3 million barrels per day above yearago levels,according to Energy Information Agency(EIA)data.We continue to see market dynamics impacted by the expansion of unconventional natural gas and petroleum liquids in the U.S.We anticipate that the recent decline in prices is a harbinger of a period of

7、 greater cyclical volatility ahead for global oil prices largely resulting from expected U.S.production growth.We expect crude prices will trade within wider ranges,with higher peaks,deeper troughs and shorter cycles.This is largely due to how responsive the U.S.markets are to price signals.The U.S.

8、rig fleet can be rapidly deployed or idled depending on price expectations,and at a much faster pace than in the rest of the world.As a result,the U.S.is expected to become a swing producer,and we believe this will cause more unpredictability in production patterns and prices.The U.S.system also has

9、 an abundance of natural gas supply due to improved technology,rising productivity and expanding supplies associated with oil drilling.Year after year,U.S.producers have been able to drill wells more quickly and complete them more effectively.Supply is becoming more elastic.The U.S.natural gas marke

10、t delivered 2.2 trillion cubic feet(Tcf),or 19%more natural gas to consumers over the November 2013 March 2014 heating season compared to the prior 10year winter average,according to EIA data.We expect production growth to continue to increase over time,although the pace and magnitude of this growth

11、 will be harder to project.We are making significant progress on our own transformation,developing LNG export facilities and complementary marketing operations to optimize the scalable LNG platform.We are currently developing nine liquefaction trains with expected aggregate nominal production capaci

12、ty of approximately 40.5 million tonnes per annum(mtpa),or approximately 5.5 billion cubic feet per day(Bcf/d).Located along the Gulf of Mexico,the most prolific hydrocarbon producing region in the U.S.,our facilities will provide a global outlet for this abundant supply of natural gas.By 2020,our L

13、NG platform is projected to represent approximately 10%of the global LNG supply,positioning Cheniere to be one of the largest marketers of LNG on a global basis,second to the facilities in Qatar.Due to the quantities of natural gas we anticipate purchasing for LNG terminal feedstock,we expect to be

14、one of the largest buyers of natural gas in the U.S.To that end,we have been securing longterm and shortterm transportation capacity on interstate and intrastate pipelines in order to ensure deliverability and access to natural gas markets.For our first LNG export terminal,we have been entering into

15、 natural gas supply contracts with Dear Shareholders,2014 was a remarkable period in the global energy markets and a year of notable achievements and transformation for Cheniere Energy as we continue moving forward on the development of our leading Liquefied Natural Gas(LNG)platform and marketing op

16、erations.producers and marketers in the U.S.,reaching supply all the way to the Marcellus shale.Our LNG platform will have limited exposure to the recent decline in oil prices as we have contracted a significant portion of our LNG design production capacity under longterm sale and purchase agreement

17、s.These agreements contain fixed fees that are required to be paid even if the customers elect to cancel or suspend delivery of LNG cargoes.Overall we expect to have approximately 80%of the LNG platform design production capacity of the nine liquefaction trains sold under longterm contracts.The rema

18、ining capacity is expected to be sold on a more opportunistic basis through our subsidiary,Cheniere Marketing.Global demand for natural gas and LNG is expected to continue to increase as nations seek more abundant,reliable and environmentally friendly fuel alternatives to oil and coal.The Internatio

19、nal Energy Agency projects global demand for natural gas to grow by approximately 29 Tcf between 2012 and 2025,with LNG increasing its current share of approximately 10%of the global market.Wood Mackenzie forecasts that global demand for LNG will increase by 85%to 438 mtpa,or 21.4 Tcf,from 2012 to 2

20、025.LNG production from existing facilities and new facilities already under construction is forecasted to supply the market with 337 mtpa in 2025,resulting in a market need for construction of an additional 101 mtpa of LNG production,according to Wood Mackenzie.We believe the U.S.will fill a signif

21、icant portion of this demand as the U.S.provides an attractive new source of LNG supply.The recent decline in crude oil prices has created challenges for LNG developments elsewhere in the world where project economics and financing are reliant upon oilprice linked LNG contracts.In fact,during the se

22、cond half of the year,there were a few announcements that proposed LNG projects outside of the U.S.had been cancelled or put on hold.In contrast,the value proposition for U.S.LNG exports remains stable,due to lowcost domestic natural gas,the offer of supply diversity,destination flexibility and favo

23、rable contract pricing structure.In light of these favorable market factors,we expect our next significant investment opportunity will be the development of two additional liquefaction trains and we have already initiated the process for such development.Looking beyond the development of LNG export

24、facilities,our core competencies,scale,and firstmover advantage provide an industryleading platform to capitalize on additional opportunities.Our LNG platform will enable opportunistic investments for vertical integration into upstream,midstream or downstream markets.As we pursue future investments,

25、our core focus will be on cash flow per share for our investors.Sincerely,Charif Souki Chairman and CEO2014 was an important year for developing our LNG projects and platform.Construction on our Sabine Pass Liquefaction(SPL)project is moving on an accelerated schedule.As of March 2015,the project co

26、mpletion for Trains 1 and 2 was approximately 87%.Based on our current construction schedule,we anticipate that Train 1 will produce LNG by late 2015.Construction on Trains 3 and 4 began in May 2013,and as of March 2015,the project was approximately 63%complete.We expect Trains 3 and 4 at Sabine Pas

27、s Liquefaction to become operational in late 2016 and 2017,respectively.Continued progress on development of Trains 5 and 6.We are in the final stages of the permitting process and expect to reach Final Investment Decision(FID)on Train 5 in mid-2015.Development is also advancing on our second projec

28、t,Corpus Christi Liquefaction(CCL).We have financing commitments for developing and constructing the CCL project,including up to$11.5 billion of debt facilities and a$1.5 billion investment with EIG Management Company,LLC.Sale and purchase agreements(SPAs)have been signed with seven counterparties t

29、otaling 8.42 mtpa of LNG.Trains 1 and 2 of the CCL project are fully subscribed,and we are in discussions with additional potential customers for sales from Train 3.In December 2014,we received a favorable final environmental impact statement from the Federal Energy Regulatory Commission(FERC).We an

30、ticipate that we will reach FID and commence construction on the CCL project in 1H 2015 for Trains 1 and 2 and 2H 2015 for Train 3.Expansion continues with our Marketing operations.We opened offices in Singapore and Santiago and expanded operations in our London office.Cheniere Marketing entered int

31、o multiple short-term agreements selling LNG cargoes in the 2016-2018 timeframe.We continue to secure our gas procurement position.We have secured pipeline capacity to provide long-term access to diverse natural gas supply sources.We have entered into several natural gas supply contracts to source f

32、eedstock for SPL.Cheniere Highlights$90$80$70$60$50$40JAN2014DEC2014+65%Iberdrola SPACheniere Energy,Inc.2014 Stock PriceGas Natural Fenosa SPAPertamina SPARRJ&EIG InvestmentCCL Debt FinancingEnergias dePortugal SPAlectricit de France SPAWoodside SPAEndesa SPACCL FERCApprovalLNG PLATFORMOur world-cl

33、ass Sabine Pass and Corpus Christi LNG export projects are the foundation of our platform.These facilities are strategically situated along the Gulf of Mexico,one of the most prolific gas and crude producing regions in the United States.Cheniere is currently developing nine liquefaction trains and o

34、nce all trains are operational,we will have an estimated aggregate nominal production capacity of approximately 40.5 mtpa,or over 5.5 billion cubic feet per day(Bcf/d),representing around 10%of the global LNG market in 2020.Approximately 80%of this capacity is expected to be sold under long-term sal

35、e and purchase agreements.NATURAL GAS PROCUREMENTTo facilitate the procurement of natural gas for feedstock for both of our liquefaction facilities,we have been securing long-term transportation capacity on several pipelines directly connected to the facilities,as well as upstream of the facilities.

36、Our gas procurement business is founded on a balanced portfolio approach,backed by redundant capacity from multiple pipelines in order to ensure reliable gas deliverability and to provide access to multiple natural gas sources.We have entered into several natural gas supply arrangements whereby we w

37、ill purchase natural gas from suppliers at prices discounted to applicable market indices.Once all nine liquefaction trains are operational,Cheniere is expected to become one of the largest buyers of natural gas in the U.S.,purchasing up to 6 Bcf/d for the two liquefaction facilities.CHENIERE MARKET

38、INGWith professional staff based in London,Houston,Singapore and Santiago,we are building a premier LNG trading platform.Cheniere Marketing will sell LNG produced by our SPL and CCL projects in excess of the LNG sold under third-party long-term sale and purchase agreements,estimated at over 8 mtpa b

39、y 2020,as well as purchase and sell other LNG volumes as available in the market.LNG sales will be made opportunistically,on a short to long-term basis,FOB(purchased at our terminal)or DES(delivered to another terminal),depending on the customers needs.Three LNG vessels have been chartered for deliv

40、ery in 2015 and 2016 to support LNG deliveries.FUTURE DEVELOPMENTSOur core competencies,scale and first-mover advantage provide a leading platform to capitalize on new opportunities in energy.Our LNG platform will enable opportunistic investments for integration into upstream,midstream or downstream

41、 markets.We have recently obtained property strategically located in Texas,one of the largest liquids producing regions in the world,and are working on a development to extend our export capabilities to other liquid hydrocarbons.40.5mtpa LNG expectedby 2019/20Chenieres TransformationScalableindustry

42、-leading platformOF THE TOTAL LNG GLOBAL MARKET EXPECTED BY 202010%6 Bcf/dONE OF THE LARGEST NATURAL GAS BUYERS IN THE U.S.EXPECTED BY 2020As we construct the first-ever LNG export facility from the U.S.Lower 48,we are transforming from a small development company to a global energy leader.Creating

43、Jobs and OpportunitiesCheniere Energy is creating jobs and helping communities across the Gulf Coast to prepare for tomorrows job opportunities.Cheniere is expected to invest over$30 billion on the Sabine Pass Liquefaction and Corpus Christi Liquefaction projects.These world-class projects are proje

44、cted to create 950 permanent jobs and support approximately 125,000 indirect jobs when operational.The impacts are incredible.A study by Loren Scott&Associates estimates that SPL construction will grow U.S.business sales by$46 billion over eight years and support over 30,000 jobs nationwide.In Louis

45、iana,nearly 6,400 jobs are expected to be created over eight years,a greater employment total than in 14 parishes in the state.Once operational,SPL will support 7,500 Louisiana jobs and contribute$2.9 billion in economic impacts to the state,Loren Scott&Associates predicts.Recognizing this opportuni

46、ty for Gulf Coast communities,Cheniere has been a leader in education and workforce development.Cheniere is advancing programs that foster proficiency in technical training,including process technology,instrumentation,industrial automation,process control and safety programs.In South Texas,Cheniere

47、is leading the development of new curriculum that will prepare young people with skills for high-paying jobs after school.Cheniere is partnering with local educational institutions and school districts in Corpus Christi to develop new process technology curriculum that will allow high school student

48、s to begin work on a two-year associates degree during their junior and senior years of high school.As part of the program,Cheniere has committed$250,000 to Del Mar College in Corpus Christi to support the installation of a state-of-the-art process technology and instrumentation lab.In addition to f

49、inancing,Cheniere is providing technical support for project installation.950“Cheniere is committed to developing a trained local workforce and ensuring that this project creates jobs and opportunity for citizens.”-President of Del Mar College,Dr.Mark Escamilla PERMANENT JOBS EXPECTED TO BE CREATED&

50、SUPPORTING+125,000 INDIRECT JOBS$30B+SIGNIFICANT INVESTMENT IN U.S.INFRASTRUCTURECheniere is a responsible corporate citizen committed to service in the communities where we operate and our employees live.In 2014,Cheniere expanded its community outreach and initiated new efforts in Louisiana and Tex

51、as.Our commitment begins with the Cheniere Ambassador Grant program,which has flourished into an impactful program that connects our employees to communities across the Gulf Coast.The Cheniere Ambassador Grant program provided over$62,000 in charitable contributions to 80 charities and civic organiz

52、ations in 2014.The program allows each employee the opportunity to direct a$200 corporate contribution to a charity of his or her choice in their community.In 2014,a group of five employees joined together to make a$1,000 donation to the Overseas China Education Foundation,located in Houston,Texas.T

53、he Foundation helps underprivileged children in impoverished rural areas of China receive a quality education.Chenieres Community Investment Council also reflects our commitment to local service.The Council,comprised of local employees in southwestern Louisiana and southeast Texas,can identify and r

54、espond quickly to community needs.In 2014,over$130,000 was distributed to local schools,universities and civic organizations.Causes supported by the Council include junior achievement,a veterans fundraising drive,a benevolent fund for fire fighters and police officers,a childrens museum and a holida

55、y toy drive,among many others.As part of our investment in youth and education,Cheniere has launched the Youth Leadership Enrichment and Development(LEAD)Program in both Texas and Louisiana.Each LEAD Council,consisting of 12 high school students,brings together the next generation of community leade

56、rs and engages them in public service.Cheniere has provided$20,000 to each LEAD Council to help identify,fund and organize local community service projects.Cheniere is honored to be a part of the communities where we operate and our families live.We look forward to building upon our commitment to se

57、rvice and responsible corporate citizenship.A Responsible Corporate Leader“The leadership skills and ability to work together for the greater good of their communities has allowed the Youth LEAD Council program to thrive in 2014.”-LEAD Program Director Laura FerrellUNITED STATESSECURITIESAND EXCHANG

58、E COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2014ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

59、File No.001-16383CHENIERE ENERGY,INC.(Exact name of registrant as specified in its charter)Delaware95-4352386(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)700 Milam Street,Suite 1900Houston,Texas77002(Address of principal executive offices)(Zip code

60、)Registrants telephone number,including area code:(713)375-5000Securities registered pursuant to Section 12(b)of the Act:Common Stock,$0.003 par valueNYSE MKT(Title of Class)(Name of each exchange on which registered)Securities registered pursuant to Section 12(g)of the Act:None Indicate by check ma

61、rk if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the ExchangeAct.Yes No Indicate by check mark whether the registrant(1)has filed

62、all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by chec

63、k mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorterperiod that the regis

64、trant was required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the best of the registrants knowledge,in definitive proxy or informat

65、ion statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of“large accelerated fil

66、er,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the ExchangeAct.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company(as

67、 defined in Rule 12b-2 of the ExchangeAct).Yes No The aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was approximately$16.2 billion as of June 30,2014.236,710,964 shares of the registrants Common Stock,$0.003 par value,were issued and outstanding as o

68、f January 29,2015.Documents incorporated by reference:The definitive proxy statement forthe registrantsAnnual Meeting of Stockholders(to be filed within120 days of the close of the registrants fiscal year)is incorporated by reference into Part III.CHENIERE ENERGY,INC.TABLE OF CONTENTSiPART IItems 1.

69、and 2.Business and Properties1Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments35Item 3.Legal Proceedings36Item 4.Mine Safety Disclosure37PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Selected Financial Data40It

70、em 7.Managements Discussion and Analysis of Financial Condition and Results of Operations41Item 7A.Quantitative and Qualitative Disclosures about Market Risk59Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosu

71、re104Item 9A.Controls and Procedures104Item 9B.Other Information104PART IIIPART IVItem 15.Exhibits and Financial Statement Schedules106Signatures124CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTSiiThis annual report contains certain statements that are,or may be deemed to be,“forward-lookin

72、g statements”within themeaning of Section 27A of the Securities Act of 1933,as amended(the“Securities Act”),and Section 21E of the SecuritiesExchangeActof1934,asamended(the“ExchangeAct”).Allstatements,otherthanstatementsofhistoricalfacts,includedhereinor incorporated herein by reference are“forward-

73、looking statements.”Included among“forward-looking statements”are,amongother things:statementsthatweexpecttocommenceorcompleteconstructionofourproposedliquefiednaturalgas(“LNG”)terminals,liquefaction facilities,pipeline facilities or other projects,or any expansions thereof,by certain dates,or at al

74、l;statements regarding future levels of domestic and international natural gas production,supply or consumption or futurelevels 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 transportati

75、on or other infrastructure or demand for and prices relatedto 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 natural gas liquefaction trains(“Train

76、s”),including statements concerningthe engagement of any engineering,procurement and construction(“EPC”)contractor or other contractor and theanticipatedtermsandprovisionsofanyagreementwithanyEPCorothercontractor,andanticipatedcostsrelatedthereto;statements regarding any agreement to be entered into

77、 or performed substantially in the future,including any revenuesanticipated to be received and the anticipated timing thereof,and statements regarding the amounts of total LNGregasification,liquefaction or storage capacities that are,or may become,subject to contracts;statements regarding counterpar

78、ties to our commercial contracts,construction contracts and other contracts;statements regarding our planned construction of additional Trains,including the financing of such Trains;statementsthatourTrains,whencompleted,willhavecertaincharacteristics,includingamountsofliquefactioncapacities;statemen

79、ts regarding our business strategy,our strengths,our business and operation plans or any other plans,forecasts,projections or objectives,including anticipated revenues and capital expenditures,any or all of which are subject tochange;statements regarding legislative,governmental,regulatory,administr

80、ative 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-historical or future information.All of these types

81、 of statements,other than statements of historical fact,are forward-looking statements.In some cases,forward-lookingstatementscanbeidentifiedbyterminologysuchas“may,”“will,”“could,”“should,”“expect,”“plan,”“project,”“intend,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“pursue,”“target,”“

82、continue,”the negative of such terms orothercomparableterminology.Theforward-lookingstatementscontainedinthisannualreportarelargelybasedonourexpectations,which reflect estimates and assumptions made by our management.These estimates and assumptions reflect our best judgmentbased on currently known m

83、arket conditions and other factors.Although we believe that such estimates are reasonable,they areinherently uncertain and involve a number of risks and uncertainties beyond our control.In addition,assumptions may prove tobe inaccurate.We caution that the forward-looking statements contained in this

84、 annual report are not guarantees of futureperformance and that such statements may not be realized or the forward-looking statements or events may not occur.Actualresultsmaydiffermateriallyfromthoseanticipatedorimpliedinforward-lookingstatementsduetofactorsdescribedinthisannualreport and in the oth

85、er reports and other information that we file with the Securities and Exchange Commission(“SEC”).Theseforward-looking statements speak only as of the date made,and other than as required by law,we undertake no obligation topublicly update or revise any forward-looking statement,whether as a result o

86、f new information,future events or otherwise.1DEFINITIONS As commonly used in the liquefied natural gas industry,to the extent applicable,and as used in this annual report,thefollowing terms have the following meanings:Bcf/d means billion cubic feet per day;Bcf/yr means billion cubic feet per year;B

87、cfe means billion cubic feet equivalent;Dthd means dekatherms per day;EPC means engineering,procurement and construction;Henry Hub means the final settlement price(in USD per MMBtu)for the New York Mercantile Exchanges Henry Hubnatural gas futures contract for the month in which a relevant cargos de

88、livery window is scheduled to begin;LNG means liquefied natural gas,a product of natural gas consisting primarily of methane(CH4)that is in liquid format near atmospheric pressure;MMBtu means million British thermal units,an energy unit;MMBtu/d means million British thermal units per day;MMBtu/yr me

89、ans million British thermal units per year;mtpa means million metric tonnes per annum;SPA means an LNG sale and purchase agreement;Tcf means trillion cubic feet;Tcf/yr means trillion cubic feet per year;Train means a compressor train used in the industrial process to convert natural gas into LNG;and

90、TUA means terminal use agreement.PART IITEMS 1.AND 2.BUSINESSAND PROPERTIESGeneral CheniereEnergy,Inc.(NYSEMKT:LNG),aDelawarecorporation,isaHouston-basedenergycompanyprimarilyengagedin LNG-related businesses.We own and operate the Sabine Pass LNG terminal in Louisiana through our ownership interest

91、inand management agreements with Cheniere Energy Partners,L.P.(“Cheniere Partners”)(NYSE MKT:CQP),which is a publiclytraded limited partnership that we created in 2007.We own 100%of the general partner interest in Cheniere Partners and 80.1%of Cheniere Energy Partners LP Holdings,LLC(“Cheniere Holdi

92、ngs”)(NYSE MKT:CQH),which is a publicly traded limitedliability company formed in 2013 that owns a 55.9%limited partner interest in Cheniere Partners.The Sabine Pass LNG terminal is located on the Sabine Pass deepwater shipping channel less than four miles from the GulfCoast.The Sabine Pass LNG term

93、inal has operational regasification facilities owned by Cheniere Partners wholly ownedsubsidiary,Sabine Pass LNG,L.P.(“Sabine Pass LNG”),that includes existing infrastructure of five LNG storage tanks withcapacityofapproximately16.9Bcfe,twodocksthatcanaccommodatevesselswithnominalcapacityofupto266,0

94、00cubicmetersand vaporizers with regasification capacity of approximately 4.0 Bcf/d.Cheniere Partners is developing and constructing naturalgas liquefaction facilities(the“Sabine Pass Liquefaction Project”)at the Sabine Pass LNG terminal adjacent to the existingregasificationfacilitiesthroughawholly

95、ownedsubsidiary,SabinePassLiquefaction,LLC(“SabinePassLiquefaction”).ChenierePartners plans to construct up to six Trains,which are in various stages of development.Each Train is expected to have a nominalproduction capacity of approximately 4.5 mtpa of LNG.Cheniere Partners also owns the 94-mile Cr

96、eole Trail Pipeline througha wholly owned subsidiary,Cheniere Creole Trail Pipeline,L.P.(“CTPL”),which interconnects the Sabine Pass LNG terminalwith a number of large interstate pipelines.2We are developing a second natural gas liquefaction and export facility and related pipeline near Corpus Chris

97、ti,Texas(the“Corpus Christi Liquefaction Project”)through wholly owned subsidiaries Corpus Christi Liquefaction,LLC(“Corpus ChristiLiquefaction”)and Cheniere Corpus Christi Pipeline,L.P.(“Cheniere Corpus Christi Pipeline”),respectively.As currentlycontemplated,the Corpus Christi LNG terminal would b

98、e designed for up to three Trains,with expected aggregate nominalproduction capacity of approximately 13.5 mtpa of LNG,three LNG storage tanks with capacity of approximately 10.1 Bcfe andtwo docks that can accommodate vessels with nominal capacity of up to 266,000 cubic meters.The Corpus Christi Liq

99、uefactionProject also would include a 23-mile pipeline that would interconnect the Corpus Christi LNG terminal with several interstate andintrastate natural gas pipelines(the“Corpus Christi Pipeline”).Oneofoursubsidiaries,CheniereMarketing,LLC(“CheniereMarketing”),isengagedintheLNGandnaturalgasmarke

100、tingbusiness and is seeking to develop a portfolio of long-term,short-term and spot SPAs.Cheniere Marketing has entered into SPAswithSabinePassLiquefactionandCorpusChristiLiquefactiontopurchaseLNGproducedbytheSabinePassLiquefactionProjectand the Corpus Christi Liquefaction Project.We are also in var

101、ious stages of developing other projects,which,among other things,will require acceptable commercialand financing arrangements before we make a final investment decision.LNG is natural gas that,through a refrigeration process,has been cooled to a liquid state,which occupies a volume that isapproxima

102、tely 1/600th of its gaseous state.The liquefaction of natural gas into LNG allows it to be shipped economically fromareas of the world where natural gas is abundant and inexpensive to produce to other areas where natural gas demand andinfrastructure exist to justify economically the use of LNG.LNG i

103、s transported using large oceangoing LNG tankers specificallyconstructed for this purpose.LNG regasification facilities offload LNG from LNG tankers,store the LNG prior to processing,heat the LNG to return it to a gaseous state and deliver the resulting natural gas into pipelines for transportation

104、to market.Unless the context requires otherwise,references to the“Company,”“Cheniere,”“we,”“us”and“our”refer to CheniereEnergy,Inc.and its subsidiaries,including Cheniere Holdings and Cheniere Partners.Although results are consolidated for financial reporting,we,Cheniere Holdings and Cheniere Partne

105、rs operate withindependent capital structures.The following diagram depicts our abbreviated capital structure,including our ownership ofCheniere Holdings,Cheniere Partners,Sabine Pass LNG,Sabine Pass Liquefaction,CTPL,Corpus Christi Liquefaction andCheniere Corpus Christi Pipeline as of January 31,2

106、015:3Our Business StrategyOur primary business strategy is to develop energy and infrastructure assets with a focus on integrating the U.S.energymarket,where supplies are abundant and inexpensive to produce,with international markets,where existing energy supplies areeither uncompetitive or insuffic

107、ient to satisfy growing demand.We plan to implement our strategy by:completing construction and commencing operation of Sabine Pass Liquefactions Trains;obtaining the requisite regulatory permits,long-term commercial contracts and financing to reach a final investmentdecision regarding the Corpus Ch

108、risti Liquefaction Project;safely,efficiently and reliably maintaining and operating our assets;developing business relationships for the marketing of additional long-term and short-term agreements for CheniereMarketings LNG volumes or additional LNG liquefaction projects or expansions;expanding our

109、 existing asset base through acquisitions or development of complementary businesses or assets across theenergy value chain;andmaintaining a flexible capital structure to finance the acquisition,development,construction and operation of the energyassets needed to supply our customers.Business Segmen

110、ts Our business activities are conducted by two operating segments for which we provide information in our consolidatedfinancial statements for the years ended December 31,2014,2013 and 2012.These two segments are our:LNG terminal business;andLNG and natural gas marketing business.For information ab

111、out our segments revenues,profits and losses and total assets,see Note 15Business SegmentInformation of our Notes to Consolidated Financial Statements.LNG Terminal Business WebegandevelopingourLNGterminalbusinessin1999andwereamongthefirstcompaniestosecuresitesandcommencedevelopment of new LNG termin

112、als in NorthAmerica.We are currently focusing our development efforts on two LNG terminalprojects:the Sabine Pass LNG terminal in western Cameron Parish,Louisiana,less than four miles from the Gulf Coast on thedeepwater ship channel;and the Corpus Christi LNG terminal near Corpus Christi,Texas.We ha

113、ve constructed and are operatingregasificationfacilitiesattheSabinePassLNGterminalandaredevelopingandconstructingtheSabinePassLiquefactionProject,which is owned through Cheniere Partners.We own 100%of the general partner interest in Cheniere Partners and 80.1%ofCheniere Holdings,which owns a 55.9%li

114、mited partner interest in Cheniere Partners.We currently own a 100%interest in theCorpus Christi Liquefaction Project.Sabine Pass LNG TerminalRegasification Facilities The Sabine Pass LNG terminal has operational regasification capacity of approximately 4.0 Bcf/d and aggregate LNGstorage capacity of

115、 approximately 16.9 Bcfe.Approximately 2.0 Bcf/d of the regasification capacity at the Sabine Pass LNGterminal has been reserved under two long-term third-party TUAs,under which Sabine Pass LNGs customers are required to payfixed monthly fees,whether or not they use the LNG terminal.Each of Total Ga

116、s&Power North America,Inc.(“Total”)andChevronU.S.A.Inc.(“Chevron”)hasreservedapproximately1.0Bcf/dofregasificationcapacityandisobligatedtomakemonthlycapacity payments to Sabine Pass LNG aggregating approximately$125 million annually for 20 years that commenced in 2009.TotalS.A.hasguaranteedTotalsobl

117、igationsunderitsTUAupto$2.5billion,subjecttocertainexceptions,andChevronCorporationhas guaranteed Chevrons obligations under its TUAup to 80%of the fees payable by Chevron.4The remaining approximately 2.0 Bcf/d of capacity has been reserved under a TUA by Sabine Pass Liquefaction.SabinePass Liquefac

118、tion is obligated to make monthly capacity payments to Sabine Pass LNG aggregating approximately$250 millionannually,continuing until at least 20 years after Sabine Pass Liquefaction delivers its first commercial cargo at the Sabine PassLiquefaction Project,which may occur as early as late 2015.In S

119、eptember 2012,Sabine Pass Liquefaction entered into a partialTUA assignment agreement with Total,whereby Sabine Pass Liquefaction will progressively gain access to Totals capacity andother services provided under Totals TUA with Sabine Pass LNG.This agreement will provide Sabine Pass Liquefaction wi

120、thadditional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to accommodate the development ofTrains5and6,provideincreasedflexibilityinmanagingLNGcargoloadingandunloadingactivitystartingwiththecommencementof commercial operations of Train 3,and permit Sabine Pass Lique

121、faction to more flexibly manage its LNG storage capacity withthecommencementofTrain1.NotwithstandinganyarrangementsbetweenTotalandSabinePassLiquefaction,paymentsrequiredto be made by Total to Sabine Pass LNG will continue to be made by Total to Sabine Pass LNG in accordance with its TUA.Undereachoft

122、heseTUAs,SabinePassLNGisentitledtoretain2%oftheLNGdeliveredtotheSabinePassLNGterminal.Liquefaction FacilitiesThe Sabine Pass Liquefaction Project is being developed and constructed at the Sabine Pass LNG terminal adjacent to theexisting regasification facilities.We have received authorization from t

123、he Federal Energy Regulatory Commission(the“FERC”)to site,construct and operate Trains 1 through 4.We commenced construction of Trains 1 and 2 and the related new facilitiesneeded to treat,liquefy,store and export natural gas in August 2012.Construction of Trains 3 and 4 and the related facilitiesco

124、mmenced in May 2013.On September 30,2013,we filed an application with the FERC for the approval to site,construct andoperate Trains 5 and 6.The U.S.Department of Energy(the“DOE”)has authorized the export of up to a combined total of the equivalent of 16mtpa(approximately 803 Bcf/yr)of domestically p

125、roduced LNG by vessel from the Sabine Pass LNG terminal to countries withwhich the United States has a free trade agreement providing for national treatment for trade in natural gas(“FTAcountries”)fora 30-year term,beginning on the earlier of the date of first export or September 7,2020;and to all c

126、ountries without a free tradeagreement providing for national treatment for trade in natural gas and with which trade is permitted(“non-FTAcountries”)for a20-year term,beginning on the earlier of the date of first export orAugust 7,2017.The DOE further issued an order authorizingSabine Pass Liquefac

127、tion to export up to the equivalent of approximately 203 Bcf/yr of domestically produced LNG from theSabine Pass LNG terminal to FTAcountries for a 25-year period.Additionally,the DOE further issued orders authorizing SabinePass Liquefaction to export an additional 503.3 Bcf/yr in total of domestica

128、lly produced LNG from the Sabine Pass LNG terminalto FTA countries for a 20-year term.Sabine Pass Liquefactions applications for authorization to export that same 503.3 Bcf/yrof domestically produced LNG from the Sabine Pass LNG terminal to non-FTAcountries are currently pending at the DOE.As of Dec

129、ember 31,2014,the overall project completion percentages for Trains 1 and 2 and Trains 3 and 4 of the SabinePass Liquefaction Project were approximately 81%and 54%,respectively,which are ahead of the contractual schedule.Basedon our current construction schedule,we anticipate that Train 1 will produ

130、ce LNG as early as late 2015,and Trains 2,3 and 4 areexpected to commence operations on a staggered basis thereafter.CustomersSabine Pass Liquefaction has entered into four fixed price,20-year SPAs with third parties that in the aggregate equate to16 mtpa(approximately 803 Bcf/yr)of LNG that commenc

131、e with the date of first commercial delivery for Trains 1 through 4,which are fully permitted.In addition,Sabine Pass Liquefaction has entered into two fixed price,20-year SPAs with third partiesfor another 3.75 mtpa of LNG that commence with the date of first commercial delivery for Train 5.However

132、,Sabine PassLiquefaction has not yet received regulatory approval for construction of Train 5.Under the SPAs,the customers will purchaseLNG from Sabine Pass Liquefaction for a price consisting of a fixed fee plus 115%of Henry Hub per MMBtu of LNG.In certaincircumstances,the customers may elect to ca

133、ncel or suspend deliveries of LNG cargoes,in which case the customers would stillbe required to pay the fixed fee with respect to cargoes that are not delivered.Aportion of the fixed fee will be subject to annualadjustment for inflation.The SPAs and contracted volumes to be made available under the

134、SPAs are not tied to a specific Train;however,the term of each SPAcommences upon the start of operations of the specified Train.As of December 31,2014,SabinePass Liquefaction had the following third-party SPAs:BG Gulf Coast LNG,LLC(“BG”)has entered into an SPA that commences upon the date of first c

135、ommercial deliveryforTrain1andincludesanannualcontractquantityof182,500,000MMBtuofLNGwithafixedfeeof$2.25perMMBtu5and includes additional annual contract quantities of 36,500,000 MMBtu,34,000,000 MMBtu,and 33,500,000 MMBtuupon the date of first commercial delivery for Trains 2,3 and 4,respectively,w

136、ith a fixed fee of$3.00 per MMBtu.Thetotal expected annual contracted cash flow from BG from fixed fees is approximately$723 million.In addition,SabinePassLiquefactionhasagreedtomakeupto500,000MMBtu/dofLNGavailabletoBGtotheextentthatTrain1becomescommercially operable prior to the beginning of the fi

137、rst delivery window with a fixed fee of$2.25 per MMBtu,ifproduced.The obligations of BG are guaranteed by BG Energy Holdings Limited,a company organized under the lawsof England and Wales.Gas Natural Aprovisionamientos SDG S.A.(“Gas Natural Fenosa”)has entered into an SPA that commences upon thedate

138、 of first commercial delivery for Train 2 and includes an annual contract quantity of 182,500,000 MMBtu of LNGwith a fixed fee of$2.49 per MMBtu,equating to expected annual contracted cash flow from fixed fees of approximately$454 million.In addition,Sabine Pass Liquefaction has agreed to make up to

139、 285,000 MMBtu/d of LNG available toGas Natural Fenosa to the extent that Train 2 becomes commercially operable prior to the beginning of the first deliverywindow with a fixed fee of$2.49 per MMBtu,if produced.The obligations of Gas Natural Fenosa are guaranteed byGas Natural SDG S.A.,a company orga

140、nized under the laws of Spain.Korea Gas Corporation(“KOGAS”)has entered into an SPAthat commences upon the date of first commercial deliveryforTrain3andincludesanannualcontractquantityof182,500,000MMBtuofLNGwithafixedfeeof$3.00perMMBtu,equating to expected annual contracted cash flow from fixed fees

141、 of approximately$548 million.KOGAS is organizedunder the laws of the Republic of Korea.GAIL(India)Limited(“GAIL”)has entered into an SPAthat commences upon the date of first commercial delivery forTrain 4 and includes an annual contract quantity of 182,500,000 MMBtu of LNG with a fixed fee of$3.00

142、per MMBtu,equating to expected annual contracted cash flow from fixed fees of approximately$548 million.GAIL is organizedunder the laws of India.Total has entered into an SPA that commences upon the date of first commercial delivery for Train 5 and includes anannual contract quantity of 104,750,000

143、MMBtu of LNG with a fixed fee of$3.00 per MMBtu,equating to expectedannual contracted cash flow from fixed fees of approximately$314 million.The obligations of Total are guaranteed byTotal S.A.,a company organized under the laws of France.Centrica plc(“Centrica”)has entered into an SPA that commence

144、s upon the date of first commercial delivery for Train5 and includes an annual contract quantity of 91,250,000 MMBtu of LNG with a fixed fee of$3.00 per MMBtu,equatingto expected annual contracted cash flow from fixed fees of approximately$274 million.Centrica is organized under thelaws of England a

145、nd Wales.In aggregate,thefixedfeeportiontobepaidbythesecustomersisapproximately$2.3billionannuallyforTrains1through4,and$2.9 billion annually if we make a positive final investment decision with respect to Train 5,with the applicable fixed feesstarting from the commencement of commercial operations

146、of the applicable Train.These fixed fees equal approximately$411million,$564 million,$650 million,$648 million and$588 million for each of Trains 1 through 5,respectively.The Total andCentricaSPAscontaincertainconditionsprecedent,including,butnotlimitedto,receivingregulatoryapprovals,securingnecessa

147、ryfinancing arrangements and making a final investment decision with respect to Train 5,which must be satisfied by June 30,2015or either party to the respective SPAmay terminate its SPA.Inaddition,CheniereMarketinghasenteredintoanamendedandrestatedSPA(the“CheniereMarketingSPA”)withSabinePass Liquefa

148、ction to purchase,at Cheniere Marketings option,any LNG produced by Sabine Pass Liquefaction in excess of thatrequired for other customers at a price of 115%of Henry Hub plus$3.00 per MMBtu of LNG.Natural Gas Transportation and SupplyForSabinePassLiquefactionsnaturalgasfeedstocktransportationrequire

149、ments,ithasenteredintotransportationprecedentagreementstosecurefirmpipelinetransportationcapacitywithCTPLandthird-partypipelinecompanies.SabinePassLiquefactionhas also entered into enabling agreements and long-term natural gas purchase agreements with third parties in order to securenatural gas feed

150、stock for the Sabine Pass Liquefaction Project.As of December 31,2014,we have secured up to approximately2,162,000,000 MMBtu of natural gas feedstock through long-term natural gas purchase agreements.ConstructionTrains 1 through 4 are being designed,constructed and commissioned by Bechtel Oil,Gas an

151、d Chemicals,Inc.(“Bechtel”).6SabinePassLiquefactionenteredintolumpsumturnkeycontractswithBechtelfortheengineering,procurementandconstructionof Train 1 and Train 2(the“EPC Contract(Trains 1 and 2)”)and Train 3 and Train 4(the“EPC Contract(Trains 3 and 4)”)underwhich Bechtel charges a lump sum for all

152、 work performed and generally bears project cost risk unless certain specified eventsoccur,in which case Bechtel may cause Sabine Pass Liquefaction to enter into a change order,or Sabine Pass Liquefaction agreeswith Bechtel to a change order.The total contract price of the EPC Contract(Trains 1 and

153、2)and the total contract price of the EPC Contract(Trains 3 and4)areapproximately$4.1billionand$3.8billion,respectively,reflectingamountsincurredunderchangeordersthroughDecember31,2014.Total expected capital costs for Trains 1 through 4 are estimated to be between$9.0 billion and$10.0 billion before

154、financing costs,and between$12.0 billion and$13.0 billion after financing costs,including,in each case,estimated owners costsand contingencies.Final Investment Decision on Train 5 and Train 6We will contemplate making a final investment decision to commence construction of Train 5 and Train 6 of the

155、 SabinePass Liquefaction Project based upon,among other things,entering into an EPC contract,entering into acceptable commercialarrangements,receiving regulatory authorizations and obtaining adequate financing to construct the Trains.Pipeline FacilitiesCTPL owns the Creole Trail Pipeline,a 94-mile p

156、ipeline interconnecting the Sabine Pass LNG terminal with a number oflarge interstate pipelines.In December 2013,CTPLbegan construction of certain modifications to allow the CreoleTrail Pipelineto be able to transport natural gas to the Sabine Pass LNG terminal.Cheniere Partners estimates that the c

157、apital costs to modifythe Creole Trail Pipeline will be approximately$105 million.The modifications are expected to be in service in time for thecommissioning and testing of Trains 1 and 2.Corpus Christi LNG TerminalLiquefaction FacilitiesInSeptember2011,weformedCorpusChristiLiquefactiontodevelopana

158、turalgasliquefactionfacilitynearCorpusChristi,Texas on over 1,000 acres of land that we own or control.As currently contemplated,the Corpus Christi liquefaction facilitieswould be designed for up to three Trains,with expected aggregate nominal production capacity of approximately 13.5 mtpa ofLNG,thr

159、eeLNGstoragetankswithcapacityofapproximately10.1Bcfeandtwodocksthatcanaccommodatevesselswithnominalcapacity of up to 266,000 cubic meters(the“Corpus Christi Liquefaction Facilities”).On December 30,2014,the FERC issued an order granting Corpus Christi Liquefaction authorization under Section 3 ofthe

160、NaturalGasActof1938,asamended(“NGA”),tosite,constructandoperateTrains1through3.TheSierraClubhasrequesteda rehearing,and the FERC has not ruled on this request.InAugust 2012,Cheniere Marketing filed an application with the DOEtoexportuptotheequivalentof15mtpa(approximately767Bcf/yr)ofdomesticallyprod

161、ucedLNGtoFTAandnon-FTAcountriesfrom the Corpus Christi Liquefaction Project.In October 2012,the DOE granted Cheniere Marketing authority to export up tothe equivalent of 15 mtpa(approximately 767 Bcf/yr)of domestically produced LNG to FTA countries from the Corpus ChristiLiquefaction Project.Corpus

162、Christi Liquefaction was added as an additional authorization holder to the FTA permit and anadditional applicant to the non-FTAapplication.CustomersCorpus Christi Liquefaction has entered into nine fixed price,20-year SPAs with seven third parties with aggregate annualcontractquantitiesofapproximat

163、ely8.4mtpaofLNG.However,theCorpusChristiLiquefactionProjectisnotyetfullypermitted.Under these SPAs,the customers will purchase LNG from Corpus Christi Liquefaction for a price consisting of a fixed fee of$3.50 plus 115%of Henry Hub per MMBtu of LNG.In certain circumstances,the customers may elect to

164、 cancel or suspenddeliveries of LNG cargoes,in which case the customers would still be required to pay the fixed fee with respect to cargoes thatare not delivered.Aportion of the fixed fee will be subject to annual adjustment for inflation.The SPAs and contracted volumesto be made available under th

165、e SPAs are not tied to a specific Train;however,the term of each SPAcommences upon the start ofoperations of the specified Train.As of December 31,2014,Corpus Christi Liquefaction had the following third-party SPAs:7Endesa Generacin,S.A.(which subsequently assigned its SPA to Endesa S.A.)and Endesa

166、S.A.(together,“Endesa”)haveeachenteredintoSPAsthatcommenceuponthedateoffirstcommercialdeliveryforTrain1andincludeanaggregateannual contract quantity of 117,322,500 MMBtu of LNG,equating to expected annual contracted cash flow from fixedfees of approximately$411 million.Endesa is organized under the

167、laws of Spain.Iberdrola S.A.(“Iberdrola”)has entered into an SPAthat commences upon the date of first commercial delivery forTrain2 and includes an annual contract quantity of 39,670,000 MMBtu of LNG,equating to expected annual contracted cashflowfromfixedfeesofapproximately$139million.Inaddition,Co

168、rpusChristiLiquefactionwillprovideIberdrolawithbridging volumes of 19,840,000 MMBtu per contract year,starting on the date on which Train 1 of the Corpus ChristiLiquefaction Project becomes commercially operable and ending on the date of the first commercial delivery of LNGfrom Train 2 of the Corpus

169、 Christi Liquefaction Project.Iberdrola is organized under the laws of Spain.Gas Natural Fenosa LNG SL(“Gas Natural Fenosa LNG”)has entered into an SPAthat commences upon the date of firstcommercial delivery for Train 2 and includes an annual contract quantity of 78,215,000 MMBtu of LNG,equating toe

170、xpected annual contracted cash flow from fixed fees of approximately$274 million.Gas Natural Fenosa LNG isorganized under the laws of Spain.Woodside Energy Trading Singapore Pte Ltd(“Woodside”)has entered into an SPA that commences upon the date offirst commercial delivery for Train 2 and includes a

171、n annual contract quantity of 44,120,000 MMBtu of LNG,equatingto expected annual contracted cash flow from fixed fees of approximately$154 million.Woodside is organized underthe laws of Singapore.PTPertamina(Persero)(“Pertamina”)hasenteredintotwoSPAsthatcommenceuponthedateoffirstcommercialdeliveryfo

172、r Trains 1 and 2,respectively,that include an annual contract quantity of 39,680,000 MMBtu of LNG from each Train,equatingtoexpectedaggregateannualcontractedcashflowfromfixedfeesofapproximately$278millionforeachTrain.Pertamina is organized under the laws of Indonesia.lectricit de France,S.A.(“EDF”)h

173、as entered into an SPAthat commences upon the date of first commercial deliveryforTrain3andincludesanannualcontractquantityof40,000,000MMBtuofLNG,equatingtoexpectedannualcontractedcash flow from fixed fees of approximately$140 million.In addition,Corpus Christi Liquefaction will provide EDFwithbridg

174、ingvolumesof20,000,000MMBtupercontractyear,startingonthedateonwhichTrain2oftheCorpusChristiLiquefaction Project becomes commercially operable and ending on the date of the first commercial delivery of LNGfrom Train 3 of the Corpus Christi Liquefaction Project.EDF is organized under the laws of Franc

175、e.EDP Energias de Portugal S.A.(“EDP”)has entered into an SPA that commences upon the date of first commercialdelivery forTrain 3 and includes an annual contract quantity of 40,000,000 MMBtu of LNG,equating to expected annualcontracted cash flow from fixed fees of approximately$140 million.EDP is or

176、ganized under the laws of Portugal.EachoftheSPAscontaincertainconditionsprecedent,including,butnotlimitedto,receivingregulatoryapprovals,securingnecessaryfinancingarrangementsandmakingafinalinvestmentdecision,whichmustbesatisfiedbyJune30,2015oreitherpartyto each SPAmay terminate its SPA.Expected ann

177、ual contracted cash flow from fixed fees is approximately$1.5 billion if we make a positive final investmentdecisionwithrespecttoTrains1through3,withtheapplicablefixedfeesstartingfromthecommencementofcommercialoperationsof the applicable Train.These fixed fees equal approximately$550 million,$706 mi

178、llion and$280 million for each of Trains 1through 3,respectively.Natural Gas Transportation and SupplyFor Corpus Christi Liquefactions natural gas feedstock transportation requirements,it has entered into transportationprecedent agreements to secure firm pipeline transportation capacity with third-p

179、arty pipeline companies and Cheniere CorpusChristi Pipeline.Corpus Christi Liquefaction has also entered into enabling agreements with third parties and will continue toenter into such agreements in order to secure natural gas feedstock for the Corpus Christi Liquefaction Project.ConstructionIn Dece

180、mber 2013,Corpus Christi Liquefaction entered into contracts with Bechtel for the engineering,procurement andconstruction of Trains and related facilities for the Corpus Christi Liquefaction Project under which Bechtel charges a lump sumfor all work performed and generallybears projectcost risk unle

181、ss certain specifiedevents occur,in which caseBechtel may cause8Corpus Christi Liquefaction to enter into a change order,or Corpus Christi Liquefaction agrees with Bechtel to a change order.The Corpus Christi Liquefaction stage 1 EPC contract(the“Stage 1 EPC Contract”)with Bechtel includes two Train

182、s,two LNGstorage tanks,one complete berth and a second partial berth.The Corpus Christi Liquefaction stage 2 EPC contract(the“Stage2 EPC Contract”)with Bechtel includes one Train,one additional LNG storage tank and completion of the second berth.Thecontract price for the Stage 1 EPC contract is appr

183、oximately$7.1 billion,and the contract price for the Stage 2 EPC contract isapproximately$2.4 billion.Total expected costs for the three Trains and the related facilities,excluding pipeline facilities,areestimated to be between$11.5 billion and$12.0 billion before financing costs,including an estima

184、te for owners costs andcontingencies.Pipeline FacilitiesOn December 30,2014,the FERC issued a certificate of public convenience and necessity under Section 7(c)of the NGAauthorizing Cheniere Corpus Christi Pipeline to construct and operate the Corpus Christi Pipeline.The Corpus Christi Pipelineis de

185、signed to transport 2.25 Bcf/d of feed and fuel gas required by the Corpus Christi Liquefaction Project from the existingnatural gas pipeline grid.Final Investment DecisionWe will contemplate making a final investment decision to commence construction of the Corpus Christi LiquefactionProject based

186、upon,among other things,entering into acceptable commercial arrangements,receiving regulatory authorizationsand obtaining adequate financing to construct the facility.9Sabine Pass Liquefaction Project and Corpus Christi Liquefaction Project SummariesThe following table summarizes significant milesto

187、nes and anticipated completion dates in the development of the SabinePass Liquefaction Project and the Corpus Christi Liquefaction Project:Target Date Sabine Pass Liquefaction Corpus ChristiLiquefactionMilestone Trains1-4 Trains5&6 Trains1-3DOE export authorization Received Received FTAPending Non-F

188、TA Received FTA;Pending Non-FTADefinitive commercial agreements Completed 16.0 mtpa T5:CompletedT6:2015 T1-T2:CompletedT3:2015-BG Gulf Coast LNG,LLC 5.5 mtpa -Gas Natural Fenosa 3.5 mtpa -KOGAS 3.5 mtpa -GAIL(India)Ltd.3.5 mtpa -Total Gas&Power N.A.2.0 mtpa -Centrica plc 1.75 mtpa -PT Pertamina(Pers

189、ero)1.52 mtpa-Endesa,S.A.2.25 mtpa-Iberdrola,S.A.0.76 mtpa-Gas Natural Fenosa LNG SL 1.50 mtpa-Woodside Energy Trading Singapore 0.85 mtpa-lectricit de France,S.A.0.77 mtpa-EDP Energias de Portugal S.A.0.77 mtpaEPC contract Completed 2015 CompletedFinancing Completed 2015 2015-Equity commitments Rec

190、eived-Debt commitments ReceivedFERC authorization Completed -FERC Order 2015 Received-Certificate to commence construction 2015 2015Issue Notice to Proceed Completed 2015 2015Commence operations 2015-2017 2018/2019 2018/2019CompetitionSabine Pass LNG currently does not experience competition for its

191、 terminal capacity because the entire approximately 4.0Bcf/d of regasification capacity that is available at the Sabine Pass LNG terminal has been fully contracted.If and when SabinePass LNG has to replace any TUAs,it will compete with other then-existing LNG terminals for customers.The Sabine Pass

192、Liquefaction Project currently does not experience competition with respect toTrains 1 through 5.SabinePassLiquefactionhasenteredintosixfixedprice,20-yearSPAswiththirdpartiesthatwillutilizesubstantiallyalloftheliquefactioncapacity available from these Trains.The Corpus Christi Liquefaction Project c

193、urrently does not experience competition withrespect to Trains 1 and 2.Corpus Christi Liquefaction has entered into eight fixed price,20-year SPAs with seven third partiesthat will utilize a substantial majority of the liquefaction capacity available from these Trains.Each customer will be required

194、topay an escalating fixed fee for its annual contract quantity even if it elects not to purchase any LNG from us.If and when Sabine Pass Liquefaction or Corpus Christi Liquefaction needs to replace any existing SPA or enter into newSPAs,they will compete on the basis of price per contracted volume o

195、f LNG with each other and other natural gas liquefactionprojects throughout theworld.Revenues associatedwith any incrementalvolumes,including those under the CheniereMarketingSPAs discussed above,will also be subject to market-based price competition.Many of the companies with which we compete10are

196、major energy corporations with longer operating histories,more development experience,greater name recognition,greaterfinancial,technical and marketing resources and greater access to markets than us.CTPL currently does not experience competition for its pipeline capacity because it is fully contrac

197、ted with Sabine PassLiquefaction.Corpus Christi Liquefaction has committed to all capacity on the Corpus Christi Pipeline.If and when we have toreplace any of our contracted pipeline capacity,we will compete with other interstate and/or intrastate pipelines that may connectwith our LNG terminals.Gov

198、ernmental Regulation Our LNG terminals are subject to extensive regulation under federal,state and local statutes,rules,regulations and laws.These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintainapplicable permits and other auth

199、orizations.This regulatory requirement increases our cost of operations and construction,andfailure to comply with such laws could result in substantial penalties.Federal Energy Regulatory CommissionThe design,construction and operation of our proposed liquefaction facilities,the export of LNG and t

200、he transportation ofnatural gas through the Creole Trail Pipeline and the Corpus Christi Pipeline are highly regulated activities.In order to site andconstruct our LNG terminals,we need to obtain and maintain authorizations from the FERC under Section 3 of the NGA.TheFERCsapprovalunderSection 3ofthe

201、NGA,aswellasseveralothermaterialgovernmentalandregulatoryapprovalsandpermits,are required in order to site,construct and operate our liquefaction facilities.The Energy PolicyAct of 2005(the“EPAct”)amended Section 3 of the NGAto establish or clarify the FERCs exclusiveauthority to approve or deny an

202、application for the siting,construction,expansion or operation of LNG terminals,although exceptas specifically provided in the EPAct,nothing in the EPAct is intended to affect otherwise applicable law related to any otherfederal agencys authorities or responsibilities related to LNG terminals.The FE

203、RC issued final orders in April and July 2012approving our application for an order under Section 3 of the NGAauthorizing the siting,construction and operation of Trains 1through 4 of the Sabine Pass Liquefaction Project.Subsequently,the FERC issued written approval to commence site preparationworkf

204、orTrains1through4.TheFERCapprovalrequiresustoobtaincertainadditionalFERCapprovalsasconstructionprogresses.To date,we have been able to obtain these approvals as needed.On October 9,2012,we applied to amend the FERC approval toreflect certain modifications to the Sabine Pass Liquefaction Project,and

205、onAugust 2,2013,the FERC issued an order approvingthe modifications.On October 25,2013,we applied to further amend the FERC approval,requesting authorization to increasethe total LNG production capacity of Trains 1 through 4 from the currently authorized 803 Bcf/yr to 1,006 Bcf/yr so as to moreaccur

206、ately reflect the estimated maximum LNG production capacity.On February 20,2014,the FERC issued an order grantingthe request.The need for these approvals has not materially affected our construction progress.The FERCs approval to site,construct and operate Trains 5 and 6 also will be required.In thi

207、s regard,on September 30,2013,we filed an application with theFERC for authorization to add Trains 5 and 6 to the Sabine Pass Liquefaction Project.Throughout the life of our LNG terminals,wewillbesubjecttoregularreportingrequirementstotheFERCandtheU.S.DepartmentofTransportationregardingtheoperationa

208、nd maintenance of our facilities.Inordertoconstruct,own,operateandmaintaintheCreoleTrailPipeline,CTPLreceivedacertificateofpublicconvenienceand necessity from the FERC under Section 7 of the NGA.The FERCs approval under Section 7 of the NGA,as well as severalothermaterialgovernmentalandregulatoryapp

209、rovalsandpermits,mayberequiredpriortomakinganymodificationstotheCreoleTrail Pipeline as it is a regulated,interstate natural gas pipeline.The FERC also approved CTPLs application for authorizationto construct,own,operate and maintain certain new facilities in order to enable bi-directional natural g

210、as flow on the Creole TrailPipelinesystemtoallowforthedeliveryofupto1,530,000DthdoffeedgastotheSabinePassLiquefactionProject.InNovember2013,CTPLreceivedapprovalfromtheLouisianaDepartmentofEnvironmentalQuality(“LDEQ”)fortheproposedmodificationsand,with subsequent final FERC clearance,construction beg

211、an in December 2013.On December 30,2014,the FERC issued an order granting Corpus Christi Liquefaction authorization under Section 3 oftheNGAtosite,constructandoperateTrains1through3oftheCorpusChristiLiquefactionProject.TheSierraClubhasrequesteda rehearing,and the FERC has not ruled on this request.I

212、n addition,the FERC issued an order granting Cheniere Corpus ChristiPipeline a certificate of public convenience and necessity under Section 7(c)of the NGA to construct and operate the CorpusChristi Pipeline.Several other material governmental and regulatory approvals and permits will be required pr

213、ior to construction11and operation of the Corpus Christi Liquefaction Project.In addition,the FERC approval requires us to obtain certain additionalFERC approvals as construction progresses.In addition to the siting and construction authority with respect to the LNG terminals under the NGA,the FERC

214、is grantedauthority to approve,and if necessary,set“just and reasonable rates”for the transportation or sale of natural gas in interstatecommerce.In addition,under the NGA,our pipelines are not permitted to unduly discriminate or grant undue preference as torates or the terms and conditions of servi

215、ce.The FERC has the authority to grant certificates allowing construction and operationoffacilitiesusedininterstategastransportationandauthorizingtheprovisionofservices.UndertheNGA,theFERCsjurisdictiongenerally extends to the transportation of natural gas in interstate commerce,to the sale in inters

216、tate commerce of natural gas forresale for ultimate consumption for domestic,commercial,industrial,or any other use,and to natural gas companies engaged insuch transportation or sale.However,the FERCs jurisdiction does not extend to the production,gathering or local distributionof natural gas.In gen

217、eral,the FERCs authority to regulate interstate natural gas pipelines and the services that they provide includes: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 ma

218、intenance of accounts and records;the acquisition and disposition of facilities;the initiation and discontinuation of services;andvarious other matters.The EPAct amended the NGAto prohibit market manipulation,and increased civil and criminal penalties for any violationsof the NGA and any rules,regul

219、ations or orders of the FERC,up to$1.0 million per day per violation.In accordance with theEPAct,the FERC issued a final rule making it unlawful for any entity,in connection with the purchase or sale of natural gas ortransportation service subject to the FERCs jurisdiction,to defraud,make an untrue

220、statement of material fact or omit a materialfact or engage in any practice,act or course of business that operates or would operate as a fraud or deceit upon any entity.For a number of years the FERC has implemented certain rules referred to as Standards of Conduct aimed at ensuring thatan intersta

221、te natural gas pipeline not provide certain affiliated entities with preferential access to transportation service or non-public information about such service.These rules have been subject to revision by the FERC from time to time,most recentlyin 2008 when the FERC issued a final rule,Order No.717,

222、on Standards of Conduct for Transmission Providers.Order No.717,as amended,eliminated the concept of energy affiliates and adopted a“functional approach”that applies Standards of Conduct toindividual officers and employees based on their job functions,not on the company or division in which the indi

223、vidual works.The general principles of the Standards of Conduct are non-discrimination,independent functioning,no conduit and transparency.These general principles govern the relationship between marketing function employees conducting transactions with affiliatedpipeline companies and transportatio

224、n function employees.CTPLhas established the required policies and procedures to complywith the Standards of Conduct and is subject to audit by the FERC to review compliance,policies and its training programs.DOE Export LicenseThe DOE has authorized the export of up to a combined total of the equiva

225、lent of 16 mtpa(approximately 803 Bcf/yr)ofdomestically produced LNG by vessel from the Sabine Pass LNG terminal to FTAcountries for a 30-year term,beginning on theearlier of the date of first export or September 7,2020;and to non-FTA countries for a 20-year term,beginning on the earlier ofthe date

226、of first export orAugust 7,2017.The DOE further issued an order authorizing Sabine Pass Liquefaction to export up tothe equivalent of approximately 203 Bcf/yr of domestically produced LNG from the Sabine Pass LNG terminal to FTAcountriesfor a 25-year period.Additionally,theDOEfurtherissuedthreeorder

227、sauthorizingtheexportofanadditional503.3Bcf/yrintotalofdomesticallyproduced LNG from the Sabine Pass LNG terminal to FTAcountries for a 20-year term.One order authorized the export of 101Bcf/yrofdomesticallyproducedLNGpursuantto theSPAwithTotal,beginningonthe earlierofthe dateof firstexportorJuly 11

228、,2021;the second order authorized the export of 88.3 Bcf/yr of domestically produced LNG pursuant to the SPA with Centrica,beginning on the earlier of the date of first export or July 12,2021;and the third order authorized the export of 314 Bcf/yr of12domestically produced LNG,beginning on the earli

229、er of the date of first export or January 22,2022.Additional applications tothe DOE for permits to allow the export of the additional 503.3 Bcf/yr of domestically produced LNG to non-FTA countries arepending.TheDOEhasauthorizedtheexportofuptotheequivalentof15mtpa(approximately767Bcf/yr)ofdomesticall

230、yproducedLNG by vessel from the Corpus Christi Liquefaction Project to FTAcountries for a 25-year term,beginning on the earlier of thedate of first export or October 16,2022.On October 29,2014,the DOE issued an order amending the authorization to includeCorpus Christi Liquefaction as an additional a

231、uthorization holder.An application to export LNG to non-FTAcountries was filedonAugust31,2012byCheniereMarketingandisstillpendingDOEauthorization.TheDOEsOctober29,2014orderalsoaddedCorpus Christi Liquefaction as an applicant to this pending application.Exports of natural gas to FTA countries are“dee

232、med to be consistent with the public interest”and authorization to exportLNG to FTA countries shall be granted by the DOE without“modification or delay.”FTA countries which import LNG now orwill do so by 2016 include Chile,Mexico,Singapore,South Korea and the Dominican Republic.Exports of natural ga

233、s to non-FTA countries are considered by the DOE in the context of a comment period whereby interveners are provided the opportunityto assert that such authorization would not be consistent with the public interest.PipelinesThe Creole Trail Pipeline and the Corpus Christi Pipeline are also subject t

234、o regulation by the U.S.Department ofTransportation(“DOT”),under the Pipeline and Hazardous Material Safety Administration(“PHMSA”),pursuant to which thePHMSA has established requirements relating to the design,installation,testing,construction,operation,replacement andmanagement of pipeline facilit

235、ies.The Pipeline Safety Improvement Act of 2002,as amended(“PSIA”),which is administered by the PHMSA Office ofPipeline Safety,governs the areas of testing,education,training and communication.The PSIA requires pipeline companies toperform extensive integrity tests on natural gas transportation pipe

236、lines that exist in high population density areas designated as“high consequence areas.”Pipeline companies are required to perform the integrity tests on a seven-year cycle.The risk ratingsare based on numerous factors,including the population density in the geographic regions served by a particular

237、 pipeline,as wellastheageandconditionofthepipelineanditsprotectivecoating.Testingconsistsofhydrostatictesting,internalelectronictesting,or direct assessment of the piping.In addition to the pipeline integrity tests,pipeline companies must implement a qualificationprogramtomakecertainthatemployeesare

238、properlytrained.Pipelineoperatorsalsomustdevelopintegritymanagementprogramsfor gas transportation pipelines,which requires pipeline operators to perform ongoing assessments of pipeline integrity;identifyand characterize applicable threats to pipeline segments that could impact a high consequence are

239、a;improve data collection,integration and analysis;repair and remediate the pipeline,as necessary;and implement preventive and mitigation actions.In 2010,the PHMSAissued a final rule(known as“Control Room Management/Human Factors Rule”)requiring pipelineoperators to write and institute certain contr

240、ol room procedures that address human factors and fatigue management.In August2011,the PHMSA issued an advanced notice of proposed rulemaking addressing whether changes are needed to the regulationsgoverningthesafetyofgastransmissionpipelines.Specifically,PHMSAisconsideringwhetherintegritymanagement

241、requirementsshould be changed,including whether the definition of“high consequence area”should be revised and whether additionalrestrictions should be placed on the use of specific pipeline assessment methods.The PHMSA is also considering whether torevise requirements for non-integrity management is

242、sues,such as mainline valves,corrosion control issues and the safety ofgathering lines.This advanced notice of proposed rulemaking is still pending at the PHMSA.Natural Gas Pipeline Safety Act of 1968(“NGPSA”)Louisiana and Texas administer federal pipeline safety standards under the NGPSA,which requ

243、ires certain pipelines tocomply with safety standards in constructing and operating the pipelines and subjects the pipelines to regular inspections.Failureto comply with the NGPSAmay result in the imposition of administrative,civil and criminal remedies.13Pipeline Safety,Regulatory Certainty,and Job

244、s Creation Act of 2011The CreoleTrail Pipeline and Corpus Christi Pipeline are also subject to the Pipeline Safety,Regulatory Certainty,and JobsCreation Act of 2011,which regulates safety requirements in the design,construction,operation and maintenance of interstatenatural gas transmission faciliti

245、es.Under the Pipeline Safety,Regulatory Certainty,and Job Creation Act of 2011,PHMSA hascivil penalty authority up to$200,000 per day(increased from the prior$100,000),with a maximum of$2 million for any relatedseries of violations(increased from the prior$1 million).Other Governmental Permits,Appro

246、vals and AuthorizationsThe construction and operation of the Sabine Pass LNG terminal and the Corpus Christi Liquefaction Project are subjectto additional federal permits,orders,approvals and consultations required by other federal agencies,including the DOE,AdvisoryCouncil on Historic Preservation,

247、U.S.Army Corps of Engineers(“USACE”),U.S.Department of Commerce,National MarineFisheries Services,U.S.Department of the Interior,U.S.Fish and Wildlife Service,Environmental Protection Agency(“EPA”)and U.S.Department of Homeland Security.Three significant permits are the USACE Section 404 of the Clea

248、n Water Act/Section 10 of the Rivers and Harbors ActPermit(the“Section 10/404 Permit”),the Clean Air Act Title V(“Title V”)Operating Permit and the Prevention of SignificantDeterioration(“PSD”)Permit,thelattertwopermitsbeingissuedbytheLDEQfortheSabinePassLNGterminalandbytheTexasCommission on Environ

249、mental Quality(“TCEQ”)for the Corpus Christi Liquefaction Project.The application for revision of the Sabine Pass LNG terminals Section 10/404 Permit to authorize construction of Train 1throughTrain 4 was submitted in January 2011.The process included a public comment period which commenced in March

250、 2011and closed inApril 2011.The revised Section 10/404 Permit was received from the USACE in March 2012.An application fora further revision to the Section 10/404 Permit,to address wetlands impacted by the construction of Trains 5 and 6,is currentlypending before the USACE.We do not anticipate obta

251、ining this permit until after FERC issues an order approving the expansionoftheLiquefactionProject.Inaddition,aSection10/404permitapplicationispendingwithrespecttotheexpansionoftheCreoleTrail Pipeline.Both of these permits,if issued,will require us to provide mitigation to compensate for the wetland

252、s impacted bythe respective projects.The application to amend the Sabine Pass LNG terminals existing Title V and PSD permits to authorizeconstructionofTrain1throughTrain4wasinitiallysubmittedinDecember2010andrevisedinMarch2011.Theprocessincludeda public comment period from June 2011 toAugust 2011 an

253、d a public hearing inAugust 2011.The final revised Title V and PSDpermits were issued by the LDEQ in December 2011.Although these permits are final,a petition with the EPA has been filedpursuant to the CleanAirAct requesting that the EPAobject to the Title V permit.The EPAhas not ruled on this petit

254、ion.In June2012,Cheniere Partners applied to the LDEQ for a further amendment to the Title V and PSD permits to reflect proposedmodifications to the Sabine Pass Liquefaction Project that were filed with the FERC in October 2012.The LDEQ issued theamended PSD and Title V permits in March 2013.These p

255、ermits are final.In September 2013,Cheniere Partners applied to theLDEQ for another amendment to its PSD andTitleVpermits seeking approval to,among other things,construct and operateTrain5 and Train 6.Cheniere Partners anticipates,but cannot guarantee,that the revised Title V and PSD permits authori

256、zing,amongother things,construction and operation of Train 5 and Train 6 will be issued in the second quarter of 2015.An application for an amendment to Corpus Christi Liquefactions Section 10/404 Permit to authorize construction of theCorpus Christi Liquefaction Project was submitted in August 2012

257、.The process included a public comment period whichcommenced in May 2013 and closed in June 2013.The permit was issued by the USACE on July 23,2014 and subsequentlymodified on October 29,2014.Corpus Christi Liquefaction applied for new PSD and Title V permits with the TCEQ in August2012.On September

258、 16,2014,the TCEQ issued the PSD permit for criteria pollutants.On December 29,2014,theTCEQ issuedapreliminarydecisionapprovingCorpusChristiLiquefactionsapplicationforaGreenhouseGas(“GHG”)PSDpermit.Issuanceof Corpus Christi Liquefactions Title Vpermit is pending issuance of the GHG PSD permit so any

259、 applicable requirements in theGHG PSD permit can be incorporated into the Title V permit.CTPL was issued new Title V and PSD permits for the proposed modifications to the Creole Trail Pipeline system by theLDEQ in November 2013.InAugust 2012,Cheniere Corpus Christi Pipeline applied to the TCEQ for

260、new PSD and Title V permits for the proposedcompressor station at Sinton,Texas(the“Sinton Compressor Station”).The PSD permit for criteria pollutants at the SintonCompressorStationwasissuedbytheTCEQonDecember20,2013;andonNovember18,2014,theTCEQapprovedanalteration14to the permit to reflect that the

261、Sinton Compressor Station is now considered a minor source,and voided the PSD permit number.The Title V permit remains pending.InAugust 2014,the Sabine Pass LNG terminals existing wastewater discharge permit was modified by LDEQ to authorizethe discharge of wastewaters from the liquefaction faciliti

262、es,including wastewaters generated with respect to the anticipatedoperations of Trains 5 and 6.Corpus Christi Liquefaction was issued a waste water discharge permit in January 2014 authorizingdischarges from the liquefaction facilities.The permit was issued on January 28,2014.The Sabine Pass LNG ter

263、minal and the Corpus Christi LNG terminal are subject to DOT safety regulations and standardsfor the transportation and storage of LNG and regulations of the U.S.Coast Guard relating to maritime safety and facility security.Commodity Futures Trading CommissionCongress adopted comprehensive financial

264、 reform legislation that establishes federal oversight and regulation of the over-the-counter derivatives market and entities,such as us,that participate in that market.This legislation,known as the Dodd-FrankWallStreetReformandConsumerProtectionAct(the“Dodd-FrankAct”),isdesignedprimarilyto(1)regula

265、tecertainparticipantsin the swaps markets,including entities falling within the categories of“Swap Dealer”and“Major Swap Participant,”(2)requireclearing and exchange-trading of certain swaps that the Commodity Futures Trading Commission(the“CFTC”)designated byrule to be cleared,(3)increase swap mark

266、et transparency through robust reporting and recordkeeping requirements,(4)reducefinancial risks in the derivatives market by imposing margin or collateral requirements on both cleared and,in certain cases,uncleared swaps,and(5)enhance the CFTCs rulemaking and enforcement authority,including the aut

267、hority to establish positionlimits on certain swaps and futures products.As required by the Dodd-Frank Act,the CFTC,the SEC and other regulators havebeen promulgating rules and regulations implementing the swaps regulatory provisions of the Dodd-FrankAct,although neitherthe CFTC nor the SEC has yet

268、adopted all of the rules required by the Dodd-Frank Act.As a result of the Dodd-Frank Actsprovisions,the CFTC,in order to regulate excessive speculation in commodities,must adopt rules imposing new position limitson futures and options contracts and economically equivalent physical commodity swaps,o

269、n swaps traded on registered swaptradingplatformsandonover-the-counterswapsthatperformasignificantpricediscoveryfunctionwithrespecttocertainmarkets.After a court vacated the final rules that the CFTC adopted imposing position limits on certain core futures and equivalentswaps contracts for physical

270、commodities,including Henry Hub natural gas,the CFTC published in the Federal Register onDecember 12,2013,proposed new position limits rules that would modify and expand the applicability of position limits on theamounts of core futures and equivalent swaps contracts of such types that market partic

271、ipants could hold,subject to exceptionsfor certain bona fide hedging transactions.An extended comment period on such proposed position limits rules has expired,butthe CFTC has not yet acted to adopt the proposed rules.Pursuant to rules adopted by the CFTC,six classes of over-the-counter(“OTC”)intere

272、st rate and credit default swaps mustbe cleared on a designated clearing organization and also must be executed on an exchange or swap execution facility.The CFTChas not yet proposed to designate any other classes of swaps,including swaps relating to physical commodities,for mandatoryclearing and tr

273、ade execution,but could do so in the future.Although we expect to qualify for the“end-user exception”from themandatory clearing and exchange-trading requirements applicable to any swaps we enter into to hedge our commercial risks,themandatory clearing and exchange-trading requirements may apply to o

274、ther market participants,such as our counterparties(whomay be registered as Swap Dealers),and the application of such rules may change the cost and availability of the swaps that weuse for hedging.For uncleared swaps,the CFTC or federal banking regulators may require our counterparties to require us

275、 toenterintocreditsupportdocumentationwiththemand/orrequireustopostinitialandvariationmarginwithrespecttoourunclearedswaps.OnSeptember24,2014,thebankingregulatorspublishedintheFederalRegisterproposedjointrulestoestablishminimummargin and capital requirements for registered Swap Dealers,Major Swap Pa

276、rticipants,security-based Swap Dealers,and majorsecurity-based swap participants regulated by the banking regulators,although those requirements would not require collectionofinitialorvariationmarginfromnon-financialendusers.OnOctober3,2014,theCFTCpublishedintheFederalRegistersimilarproposed rules f

277、or initial and variation margin requirements.The proposed CFTC rules establish initial and variation marginrequirements for Swap Dealers and Major Swap Participants,but do not require these entities to collect margin from non-financialend users.However,the proposed rules are not yet final and theref

278、ore the application of those provisions to us is uncertain at thistime.On January 12,2015,President Obama signed into law legislation modifying the Dodd-Frank Act and clarifying that anyrules for the collection of initial or variation margin for uncleared swaps shall not apply to non-financial end u

279、sers that qualify forthe end user exception to clearing.Other provisions of the Dodd-FrankAct may also cause our derivatives counterparties to spinoff some or all of their derivatives activities to a separate entity,and such separate entity,who could be our counterparty in futureswaps,may not be as

280、creditworthy as the current counterparty.The Dodd-FrankActs swaps regulatory provisions and the related15rules may also adversely affect our existing derivative contracts and restrict our ability to monetize such contracts,cause us torestructure certain contracts,reduce the availability of derivativ

281、es to protect against risks or to optimize assets,adversely affectour ability to execute our hedging strategies and impact the liquidity of certain swaps products,all of which could increase ourbusiness costs.Under the Commodity Exchange Act,the CFTC is directed generally to prevent manipulation and

282、 fraud in two markets:(a)physical commodities traded in interstate commerce,including physical energy and other commodities,as well as(b)financialinstruments,such as futures,options and swaps.Pursuant to the Dodd-Frank Act,the CFTC has adopted additional anti-manipulation,anti-fraud and anti-disrupt

283、ive trading practices regulations that prohibit,among other things,fraud and pricemanipulation in the physical commodities,futures,options and swaps markets.Should we violate these laws and regulations,wecould be subject to a CFTC enforcement action and material penalties,possibly resulting in chang

284、es in the rates we can charge.European Market Infrastructure Regulation(“EMIR”)EMIR is a European Union(“EU”)regulation designed to increase the stability of the over-the-counter(“OTC”)derivativemarketsthroughouttheEUstatesthatcameintoforceonAugust16,2012.EMIRregulatesOTCderivatives,centralcounterpa

285、rtiesand trade repositories,and imposes requirements for certain market participants with respect to derivatives reporting,clearing andrisk mitigation.In addition,certain OTC derivatives are subject to a central counterparty clearing obligation and collateralrequirements.All non-cleared derivatives

286、require risk management,including timely confirmations of transactions,portfolioreconciliation,portfoliocompression(whenthereexists500ormoreOTCderivativesoutstandingwithacounterparty)anddisputeresolution.Further,for non-cleared derivatives,outstanding contracts must be marked to market value daily o

287、r marked to modelwhere conditions necessitate.Other EMIR risk management requirements for non-cleared derivatives are being considered,butthose rules have yet to be finalized.On February 12,2014,EMIR reporting requirements took effect.Under EMIR,covered entities must report all derivativesconcluded

288、and any modification or termination to a registered or recognized trade repository within one business day of thetransaction.Records related to derivatives must be retained for at least five years following termination.Our subsidiaries and affiliates operating in the EU may,in the future,be subject

289、to EMIR and its increased regulatoryrequirements for record keeping,marking to market,timely confirmation,derivative contract reporting,portfolio reconciliationand dispute resolution.Regulation under EMIR could significantly increase the cost of derivative contracts,materially alter theterms of deri

290、vatives contracts and reduce the availability of derivatives to protect against risks that we encounter.Regulation on Wholesale Energy Market Integrity and Transparency(“REMIT”)REMITis an EU regulation that came into force on December 28,2011.REMITprohibits market manipulation and insidertrading in

291、wholesale energy markets,and imposes various obligations on participants in these markets.REMIT requires personswhoprofessionallyarrangewholesaleenergytransactionstonotifytheOfficeofGasandElectricityMarkets(“Ofgem”)(asnationalregulatory authority in the United Kingdom)of suspected breaches and imple

292、ment procedures to identify breaches.All marketparticipants,suchasus,mustdiscloseinsideinformationandcannotuseinsideinformationtobuyorsellwholesaleenergyproductsfor their own account or on behalf of a third party,directly or indirectly,induce others to buy or sell wholesale information basedoninside

293、information,ordisclosesuchinsideinformationtoanyotherpersonexceptinthenormalcourseofemployment.Marketparticipants must also register with Ofgem and provide a record of wholesale energy market transactions to the EuropeanAgencyfor the Cooperation of Energy Regulators and information on capacity and u

294、tilization for production,storage,consumption ortransmission.Should we violate these laws and regulations,we could be subject to investigation and penalties.Environmental Regulation Our LNG terminals are subject to various federal,state and local laws and regulations relating to the protection of th

295、eenvironmentandnaturalresources.Theseenvironmentallawsandregulationsmayimposesubstantialpenaltiesfornoncomplianceandsubstantialliabilitiesforpollution.Manyoftheselawsandregulationsrestrictorprohibitthetypes,quantitiesandconcentrationof substances that can be released into the environment and can lea

296、d to substantial civil and criminal fines and penalties for non-compliance.16Clean Air Act(“CAA”)OurLNGterminalsaresubjecttothefederalCAAandcomparablestateandlocallaws.Wemayberequiredtoincurcertaincapital expenditures over the next several years for air pollution control equipment in connection with

297、 maintaining or obtainingpermits and approvals addressing air emission-related issues.We do not believe,however,that our operations,or the constructionand operations of our liquefaction facilities,will be materially and adversely affected by any such requirements.In 2009,the EPA promulgated and fina

298、lized the Mandatory Greenhouse Gas Reporting Rule for multiple sections of theeconomy.ThisrulerequiresmandatoryreportingofGHGemissionsfromstationaryfuelcombustionsourcesaswellasallfugitiveemissionsthroughoutLNGterminals.Fromtimetotime,CongresshasconsideredproposedlegislationdirectedatreducingGHGemis

299、sions,andtheEPAhasdefinedGHGemissionsthresholdsforrequiringcertainpermitsfornewandexistingindustrialsources.In addition,many states have already taken regulatory action to monitor and/or reduce emissions of GHGs,primarily through thedevelopment of GHG emission inventories or regional GHG cap and tra

300、de programs.It is not possible at this time to predict howfutureregulationsorlegislationmayaddressGHGemissionsandimpactourbusiness.However,futureregulationsandlawscouldresult in increased compliance costs or additional operating restrictions and could have a material adverse effect on our business,f

301、inancial position,results of operations and cash flows.Coastal Zone Management Act(“CZMA”)OurLNGterminalsaresubjecttothereviewandpossiblerequirementsoftheCZMAthroughouttheconstructionoffacilitieslocated within the coastal zone.The CZMAis administered by the states(in Louisiana,by the Department of N

302、atural Resources,and in Texas,by the General Land Office).This program is implemented to ensure that impacts to coastal areas are consistentwith the intent of the CZMAto manage the coastal areas.Clean Water Act(“CWA”)Our LNG terminals are subject to the federal CWA and analogous state and local laws

303、.The CWA imposes strict controlson the discharge of pollutants into the navigable waters of the United States,including discharges of wastewater and storm waterrunoff and fill/discharges into waters of the United States.Permits must be obtained prior to discharging pollutants into state andfederal w

304、aters.The CWA is administered by the EPA,the USACE and by the states(in Louisiana,by the LDEQ,and in Texas,by the TCEQ).Resource Conservation and Recovery Act(“RCRA”)The federal RCRA and comparable state statutes govern the disposal of solid and hazardous wastes.In the event suchwastes are generated

305、 in connection with our facilities,we will be subject to regulatory requirements affecting the handling,transportation,treatment,storage and disposal of such wastes Endangered Species ActOurLNGterminalsmayberestrictedbyrequirementsundertheEndangeredSpeciesAct,whichseekstoprotectendangeredor threaten

306、ed animal,fish and plant species and designated habitats.LNG and Natural Gas Marketing Business Ourwhollyownedsubsidiary,CheniereMarketing,isengagedintheLNGandnaturalgasmarketingbusinessandisseekingto develop a portfolio of long-term,short-term and spot LNG purchase and sale agreements.Cheniere Mark

307、eting has purchased,transported and unloaded commercial LNG cargoes into the Sabine Pass LNG terminal and has used trading strategies intendedto maximize margins on these cargoes.Cheniere Marketing,or one of its wholly owned subsidiaries,has secured the followingrights and obligations to support its

308、 business:the right to deliver cargoes to the Sabine Pass LNG terminal during the construction of the Sabine Pass LiquefactionProject in exchange for payment of 80%of the expected gross margin from each cargo to Cheniere Energy Investments,LLC(“Cheniere Investments”),a wholly owned subsidiary of Che

309、niere Partners;17pursuant to the Cheniere Marketing SPA,the right to purchase,at Cheniere Marketings option,any LNG produced bySabine Pass Liquefaction in excess of that required for other customers at a price of 115%of Henry Hub plus$3.00 perMMBtu of LNG;pursuant to SPAs with Corpus Christi Liquefa

310、ction,the right to purchase,at Cheniere Marketings option,any LNGproduced by Corpus Christi Liquefaction not required for other customers;andthree LNG vessel time charters with subsidiaries of two ship owners,Dynagas,Ltd.(“Dynagas”)and Teekay LNGOperating LLC(“Teekay”).The annual payments for the ve

311、ssel charters are approximately$92 million.The chartershave an initial term of 5 years with the option to renew with Dynagas for a 2-year extension with similar terms as theinitial term.Cheniere Marketing expects to receive delivery of the vessel from Dynagas in June 2015 and the vesselsfrom Teekay

312、in January 2016 and June 2016.In addition,Cheniere Marketing has sold LNG cargoes to be delivered to multiple counterparties between 2016 and 2018,with delivery obligations conditioned on the performance of the Sabine Pass Liquefaction Project.The cargoes have been soldwith a portfolio of delivery p

313、oints,either on a Free on Board(“FOB”)basis,delivered to the counterparty at the Sabine Pass LNGterminal,or a Delivered atTerminal(“DAT”)basis,delivered to the counterpartys LNG receiving terminal.Cheniere Marketinghas chartered LNG vessels,as described above,to be utilized in DAT transactions.LNG a

314、nd Natural Gas Marketing Competition In purchasing LNG,we compete for supplies of LNG with:large,multinational and national companies with longer operating histories,more development experience,greater namerecognition,larger staffs and substantially greater financial,technical and marketing resource

315、s;oil and gas producers who sell or control LNG derived from their international oil and gas properties;and purchaserslocatedinothercountrieswhereprevailingmarketpricescanbesubstantiallydifferentfromthoseintheUnitedStates.In marketing LNG and natural gas,we compete for sales of LNG and natural gas w

316、ith a variety of competitors,including:majorintegratedmarketerswhohavelargeamountsofcapitaltosupporttheirmarketingoperationsandofferafull-rangeof services and market numerous products other than natural gas;producer marketers who sell their own natural gas production or the production of their affil

317、iated natural gas productioncompany;smallgeographicallyfocusedmarketerswhofocusonmarketingnaturalgasforthegeographicareainwhichtheiraffiliateddistributor operates;and aggregators who gather small volumes of natural gas from various sources,combine them and sell the larger volumes formore favorable p

318、rices and terms than would be possible selling the smaller volumes separately.LNG and Natural Gas Marketing Governmental RegulationIn 1992 and 1993,the FERC concluded that sellers of short-term or long-term natural gas supplies would not have marketpower over the sale for resale of natural gas.The F

319、ERC established light-handed regulation over sales for resale of natural gasand adopted regulations granting blanket certificates to allow entities selling natural gas to make interstate sales for resale atnegotiated rates.In 2003,the FERC amended the blanket marketing certificates to require that a

320、ll sellers adhere to a code ofconduct with respect to natural gas sales.The code of conduct addresses such matters as natural gas withholding,manipulationof market prices,communication of accurate information and record retention.The EPAct contains provisions intended to prohibit the manipulation of

321、 the natural gas markets and is applicable to ourLNG and natural gas marketing businesses.The prices at which we sell natural gas are not regulated,insofar as the interstate market is concerned and,for the most part,are not subject to state regulation.We are permitted to make sales of natural gas fo

322、r resale in interstate commerce pursuant to ablanket marketing certificate automatically granted by the FERC.Our sales of natural gas will be affected by the availability,18terms and cost of pipeline transportation.As noted above,the price and terms of access to pipeline transportation are subject t

323、oextensive federal and state regulation.In 2002,the FERC concluded that it would apply light-handed regulation over the rates,terms and conditions agreed to byparties for LNG terminalling services,such that LNG terminal owners would not be required to provide open-access service atnon-discriminatory

324、 rates or maintain a tariff or rate schedule on file with the FERC,similar to the requirements applied to ourFERC-regulated natural gas pipelines.The EPAct codified the FERCs policy,but those provisions expired on January 1,2015.Nonetheless,we see no indication that the FERC intends to modify its lo

325、ngstanding policy of light-handed regulation of LNGterminals.Market FactorsOurabilitytoenterintoadditionallong-termsaleandpurchaseagreementstounderpinthedevelopmentofadditionalTrains,sellanyquantitiesofLNGavailableundertheSPAswithCheniereMarketing,ordevelopnewprojectsissubjecttomarketfactors,includi

326、ng changes in worldwide supply and demand for natural gas,LNG and substitute products,the relative prices for naturalgas,crude oil and substitute products in North America and international markets,economic growth in developing countries,investment in energy infrastructure,the rate of fuel switching

327、 for power generation from coal,nuclear or oil to natural gas andaccess to capital markets.We expect that global demand for natural gas and LNG will continue to increase as nations seek more abundant,reliableand environmentally cleaner fuel alternatives to oil and coal.Global demand for natural gas

328、is projected by the InternationalEnergyAgency to grow by approximately 29Tcf between 2012 and 2025,with LNG increasing its current share of approximatelytenpercentoftheglobalmarket.WoodMackenzieforecaststhatglobaldemandforLNGwillincreaseby85%,fromapproximately237mtpa,or11.5Tcf,in2012,to438mtpa,or21.

329、4Tcf,in2025andthatLNGproductionfromexistingfacilitiesandnewfacilitiesalready under construction will be able to supply the market with 337 mtpa in 2025,resulting in a market need for constructionof an additional 101 mtpa of LNG production.We believe our new projects that do not already have capacity

330、 sold under long-term contracts are competitive and well-positioned to capture a portion of this incremental market need.We have limited exposure,particularly in the LNG terminal business,to the recent decline in oil prices,even if it persistsfor more than 12 months,as we have contracted a significa

331、nt portion of our LNG production capacity under long-term sale andpurchase agreements.These agreements contain fixed fees that are required to be paid even if the customers elect to cancel orsuspend delivery of LNG cargoes.To date we have contracted approximately 19.75 mtpa of aggregate production c

332、apacity forTrains 1 through 5 of the Sabine Pass Liquefaction project with third party customers.Train 6 has not been contracted to date.Wehave contracted 8.4 mtpa for Trains 1 through 3 of the Corpus Christi Liquefaction project with third party customers.As ofJanuary 31,2015,futures prices indicat

333、e that LNG exported from the U.S.continues to be competitive with LNG from alternativesources,supporting the need for additional long-term,medium-term and short-term contracting of LNG from our terminals.Subsidiaries Our assets are generally held by or under our subsidiaries.We conduct most of our business through these subsidiaries,including the development,construction and operation of our LNG t