Cheniere Energy Inc. (LNG) 2019年年度報告「AMEX」.pdf

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1、2019 Cheniere Energy,Inc.Annual ReportCHENIERE ENERGY,INC.2019 ANNUAL REPORT2019EXECUTION3Trains PlacedInto ServiceCORPUS CHRISTILIQUEFACTIONTrain 1 Completed,Date of First CommercialDelivery Achieved Train 2 CompletedREVENUES0.85 mtpa-15 years0.85 mtpa-15 yearsSABINE PASSLIQUEFACTIONTrain 5 Complet

2、ed,Date of First Commercial Delivery Achieved Train 6 Full Notice to Proceed9Months Aheadof ScheduleGROWTHHIGHLIGHTSCOMPLETED ON-TIME,ON-BUDGET,AND SAFELYMAINTENANCE TURNAROUNDSTwo major turnarounds at Sabine Pass-over 500,000 manhoursFinal Investment DecisionSabine Pass Train 6FERC Approval Receive

3、dCorpus Christi Stage 3Integrated ProductionMarketing(IPM)Transactions$9.7BILLION$648MILLION$2.95BILLION$0.8BILLION4301,500(29 Million Tonnes)NET INCOME(1)CONSOLIDATED ADJUSTED EBITDA(2)DISTRIBUTABLE CASH FLOW(2)CARGOES EXPORTEDTBTU EXPORTED2019 ACHIEVEMENTS AT A GLANCESHAREHOLDER LETTER1SHAREHOLDER

4、 LETTERFellow Shareholders,2019 was another extraordinary year for Cheniere,one?SHAREHOLDER LETTER2?(2)?2019SHAREHOLDER LETTER3?(2)?(2)?SHAREHOLDER LETTER4?A leading?of the transition to a?UNITED STATESSECURITIESAND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUALREPORT PURSUANT TO SECTION 13

5、OR 15(d)OFTHE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31,2019orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission file number 001-16383CHENIERE ENERGY,INC.(Exact name of registrant as specified in i

6、ts charter)Delaware95-4352386(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)700 Milam Street,Suite 1900Houston,Texas 77002(Address of principal executive offices)(Zip Code)(713)375-5000(Registrants telephone number,including area code)Securities regi

7、stered pursuant to Section 12(b)of theAct:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock,$0.003 par valueLNGNYSEAmericanSecurities registered pursuant to Section 12(g)of theAct:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as def

8、ined in Rule 405 of the SecuritiesAct.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theAct.YesNoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities

9、 Exchange Act of 1934duringthepreceding 12 months(orfor suchshorterperiodthattheregistrant wasrequiredtofilesuchreports),and(2)hasbeensubjecttosuchfilingrequirementsfor the past 90 days.YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File requir

10、ed to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).YesNoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non

11、-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule 12b-2 of the ExchangeAct.Large accelerated filerAccelerated filerNon-accelerated filerSmaller

12、reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a)of the ExchangeAct.Indicate by ch

13、eck mark whether the registrant is a shell company(as defined in Rule 12b-2 of theAct).YesNoThe aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was approximately$17.5 billion as of June 28,2019.As of February 19,2020,the issuer had 254,084,493 shares o

14、f Common Stock outstanding.Documents incorporated by reference:The definitive proxy statement for the registrantsAnnual Meeting of Stockholders(to be filed within 120days of the close of the registrants fiscal year)is incorporated by reference into Part III.CHENIERE ENERGY,INC.TABLE OF CONTENTSiPART

15、 IItems 1.and 2.Business and PropertiesItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 3.Legal ProceedingsItem 4.Mine Safety DisclosurePART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.Selected Financial DataItem

16、7.Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures about Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A

17、.Controls and ProceduresItem 9B.Other InformationPART IIIPART IVItem 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySignatures41934343637404165671191191191201411421DEFINITIONSAs used in this annual report,the terms listed below have the following meanings:Common Industry and O

18、ther TermsBcfbillion cubic feetBcf/dbillion cubic feet per dayBcf/yrbillion cubic feet per yearBcfebillion cubic feet equivalentDOEU.S.Department of EnergyEPCengineering,procurement and constructionFERCFederal Energy Regulatory CommissionFTAcountriescountries with which the United States has a free

19、trade agreement providing for national treatment fortrade in natural gasGAAPgenerally accepted accounting principles in the United StatesHenry Hubthe 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

20、cargos delivery window is scheduled tobeginLIBORLondon Interbank Offered RateLNGliquefied natural gas,a product of natural gas that,through a refrigeration process,has been cooled to aliquid state,which occupies a volume that is approximately 1/600th of its gaseous stateMMBtumillion British thermal

21、units,an energy unitmtpamillion tonnes per annumnon-FTAcountriescountries with which the United States does not have a free trade agreement providing for nationaltreatment for trade in natural gas and with which trade is permittedSECU.S.Securities and Exchange CommissionSPALNG sale and purchase agre

22、ementTBtutrillion British thermal units,an energy unitTrainan industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas intoLNGTUAterminal use agreement2Abbreviated Legal Entity StructureThe following diagram depicts our abbreviated legal entity structure as

23、of December 31,2019,including our ownership ofcertain subsidiaries,and the references to these entities used in this annual report:Unless the context requires otherwise,references to“Cheniere,”the“Company,”“we,”“us”and“our”refer to CheniereEnergy,Inc.and its consolidated subsidiaries,including our p

24、ublicly traded subsidiary,Cheniere Partners.Unless the context requires otherwise,references to the“CCH Group”refer to CCH HoldCo II,CCH HoldCo I,CCH,CCLand CCP,collectively.Duringthe yearendedDecember31,2018,weclosedthemergerofCheniereEnergyPartnersLPHoldings,LLC(“CheniereHoldings”)withandintoourwh

25、ollyownedsubsidiary.Asaresultofthemerger,CheniereHoldingsisnolongerapublicly-tradedcompany.CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS3This annual report contains certain statements that are,or may be deemed to be,“forward-looking statements”within themeaning of Section 27A of the Secur

26、ities Act of 1933,as amended(the“Securities Act”),and Section 21E of the SecuritiesExchange Act of 1934,as amended(the“Exchange Act”).All statements,other than statements of historical or present facts orconditions,included herein or incorporated herein by reference are“forward-looking statements.”I

27、ncluded among“forward-looking statements”are,among other things:statementsthatweexpecttocommenceorcompleteconstructionofourproposedLNGterminals,liquefactionfacilities,pipeline facilities or other projects,or any expansions or portions thereof,by certain dates,or at all;statementsregardingfuturelevel

28、sofdomesticandinternationalnaturalgasproduction,supplyorconsumptionorfuturelevels of LNG imports into or exports from NorthAmerica and other countries worldwide or purchases of natural gas,regardless of the source of such information,or the transportation or other infrastructure or demand for and pr

29、icesrelated to natural gas,LNG or other hydrocarbon products;statements regarding any financing transactions or arrangements,or our ability to enter into such transactions;statements regarding the amount and timing of share repurchases;statements relating to the construction of our Trains and pipeli

30、nes,including statements concerning the engagement ofany EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC orother contractor,and anticipated costs related thereto;statements regarding any SPAor other agreement to be entered into or performed s

31、ubstantially in the future,includingany revenues anticipated to be received and the anticipated timing thereof,and statements regarding the amounts oftotal LNG regasification,natural gas liquefaction or storage capacities that are,or may become,subject to contracts;statements regarding counterpartie

32、s to our commercial contracts,construction contracts and other contracts;statementsregardingourplanneddevelopmentandconstructionofadditionalTrainsorpipelines,includingthefinancingof such Trains or pipelines;statements that our Trains,when completed,will have certain characteristics,including amounts

33、 of liquefactioncapacities;statementsregardingourbusinessstrategy,ourstrengths,ourbusinessandoperationplansoranyotherplans,forecasts,projections,or objectives,including anticipated revenues,capital expenditures,maintenance and operating costs andcash flows,any or all of which are subject to change;s

34、tatements regarding legislative,governmental,regulatory,administrative or other public body actions,approvals,requirements,permits,applications,filings,investigations,proceedings or decisions;statements regarding our anticipated LNG and natural gas marketing activities;andany other statements that r

35、elate to non-historical or future information.All of these types of statements,other than statements of historical or present facts or conditions,are forward-lookingstatements.Insomecases,forward-lookingstatementscanbeidentifiedbyterminologysuchas“may,”“will,”“could,”“should,”“achieve,”“anticipate,”

36、“believe,”“contemplate,”“continue,”“estimate,”“expect,”“intend,”“plan,”“potential,”“predict,”“project,”“pursue,”“target,”the negative of such terms or other comparable terminology.The forward-looking statementscontained in this annual report are largely based on our expectations,which reflect estima

37、tes and assumptions made by ourmanagement.These estimates and assumptions reflect our best judgment based on currently known market conditions and otherfactors.Although we believe that such estimates are reasonable,they are inherently uncertain and involve a number of risks anduncertainties beyond o

38、ur control.In addition,assumptions may prove to be inaccurate.We caution that the forward-lookingstatements contained in this annual report are not guarantees of future performance and that such statements may not be realizedor the forward-looking statements or events may not occur.Actual results ma

39、y differ materially from those anticipated or impliedin forward-looking statements as a result of a variety of factors described in this annual report and in the other reports and otherinformation that we file with the SEC.All forward-looking statements attributable to us or persons acting on our be

40、half areexpressly qualified in their entirety by these risk factors.These forward-looking statements speak only as of the date made,andother than as required by law,we undertake no obligation to update or revise any forward-looking statement or provide reasonswhy actual results may differ,whether as

41、 a result of new information,future events or otherwise.4PART IITEMS 1.AND 2.BUSINESSAND PROPERTIESGeneralCheniere Energy,Inc.(“Cheniere”),a Delaware corporation,was organized in 1983 and is a Houston-based energyinfrastructure company primarily engaged in LNG-related businesses.We provide clean,sec

42、ure and affordable LNG to integratedenergy companies,utilities and energy trading companies around the world.We aspire to conduct our business in a safe andresponsible manner,delivering a reliable,competitive and integrated source of LNG to our customers.We own and operate theSabine Pass LNG termina

43、l in Louisiana,one of the largest LNG production facilities in the world,through our ownership interestin and management agreements with Cheniere Energy Partners,L.P.(“Cheniere Partners”),which is a publicly traded limitedpartnership that we created in 2007.As of December 31,2019,we owned 100%of the

44、 general partner interest and 48.6%of thelimited partner interest in Cheniere Partners.We also own and operate the Corpus Christi LNG terminal inTexas,which is whollyowned by us.The Sabine Pass LNG terminal is located in Cameron Parish,Louisiana,on the Sabine-Neches Waterway less than fourmilesfromt

45、heGulfCoast.ChenierePartners,throughitssubsidiarySabinePassLiquefaction,LLC(“SPL”),iscurrentlyoperatingfive natural gas liquefaction Trains and is constructing one additional Train for a total production capacity of approximately 30mtpa of LNG(the“SPLProject”)at the Sabine Pass LNG terminal.The Sabi

46、ne Pass LNG terminal has operational regasificationfacilities owned by Cheniere Partnerssubsidiary,Sabine Pass LNG,L.P.(“SPLNG”),that include pre-existing infrastructure offive LNG storage tanks with aggregate capacity of approximately 17 Bcfe,two marine berths that can each accommodate vesselswithn

47、ominalcapacityofupto266,000cubicmetersandvaporizerswithregasificationcapacityofapproximately4Bcf/d.ChenierePartners also owns a 94-mile pipeline through its subsidiary,Cheniere CreoleTrail Pipeline,L.P.(“CTPL”),that interconnects theSabine Pass LNG terminal with a number of large interstate pipeline

48、s(the“Creole Trail Pipeline”).We also own the Corpus Christi LNG terminal near Corpus Christi,Texas,and are currently operating two Trains and areconstructingoneadditionalTrainforatotalproductioncapacityofapproximately15mtpaofLNG.Additionally,weareoperatinga 23-mile natural gas supply pipeline that

49、interconnects the Corpus Christi LNG terminal with several interstate and intrastatenatural gas pipelines(the“Corpus Christi Pipeline”and together with the Trains,the“CCL Project”)through our subsidiariesCorpus Christi Liquefaction,LLC(“CCL”)and Cheniere Corpus Christi Pipeline,L.P.(“CCP”),respectiv

50、ely.The CCL Project,once fully constructed,will contain three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marineberths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters.We have contracted approximately 85%of the total production capa

51、city from the SPL Project and the CCL Project(collectively,the“Liquefaction Projects”)on a term basis.This includes volumes contracted under SPAs in which the customersare required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliverie

52、sof LNG cargoes,as well as volumes contracted under integrated production marketing(“IPM”)gas supply agreements.Additionally,separate from the CCH Group,we are developing an expansion of the Corpus Christi LNG terminal adjacentto the CCLProject(“Corpus Christi Stage 3”)through our subsidiary Chenier

53、e Corpus Christi Liquefaction Stage III,LLC(“CCLStage III”)for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG.Wereceived approval from FERC in November 2019 to site,construct and operate the expansion project.We remain focused on operational ex

54、cellence and customer satisfaction.Increasing demand of LNG has allowed us toexpand our liquefaction infrastructure in a financially disciplined manner.We hold significant land positions at both the SabinePass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liq

55、uefaction capacity expansion.Thedevelopmentofthesesitesorotherprojects,includinginfrastructureprojectsinsupportofnaturalgassupplyandLNGdemand,will require,among other things,acceptable commercial and financing arrangements before we can make a final investmentdecision(“FID”).5Although results are co

56、nsolidated for financial reporting,Cheniere,Cheniere Partners,SPL and the CCH Group operatewith independent capital structures.The following diagram depicts our abbreviated capital structure as of December 31,2019:Our Business StrategyOur primary business strategy is to be a full service LNG provide

57、r to worldwide end-use customers.We accomplish thisobjective by owning,constructing and operating LNG and natural gas infrastructure facilities to meet our long-term customersenergy demands and:safely,efficiently and reliably operating and maintaining our assets;procuring natural gas and pipeline tr

58、ansport capacity to our facilities;commencing commercial delivery for our long-term SPA customers,of which we have initiated for 13 of 19 long-termSPAcustomers as of December 31,2019;safely,on-time and on-budget completing our expansion construction projects,including the development of CorpusChrist

59、i Stage 3;maximizing the production of LNG to serve our long-term customers and generating steady and stable revenues andoperating cash flows;andmaintaining a flexible capital structure to finance the acquisition,development,construction and operation of the energyassets needed to supply our custome

60、rs.6LNG Terminals and MarketingWe shipped our first LNG cargo in February 2016 and we shipped our 1,000th cargo in January 2020.Chenieres LNG hasbeen shipped to over 30 countries and regions around the world.Sabine Pass LNG TerminalLiquefaction FacilitiesThe SPLProject is one of the largest LNG prod

61、uction facilities in the world.Through Cheniere Partners,we are currentlyoperating five Trains and two marine berths at the SPL Project and are constructing one additional Train.We have receivedauthorization from the FERC to site,construct and operate Trains 1 through 6.We have achieved substantial

62、completion of thefirst fiveTrains of the SPLProject and commenced commercial operating activities for eachTrain at various times starting in May2016.The following table summarizes the project completion and construction status of Train 6 of the SPL Project as ofDecember 31,2019:SPLTrain 6Overall pro

63、ject completion percentage43.7%Completion percentage of:Engineering91.5%Procurement60.9%Subcontract work37.4%Construction9.7%Date of expected substantial completion1H 2023The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel fromthe Sabine Pas

64、s LNG terminal:Trains 1 through 4FTAcountries for a 30-year term,which commenced in May 2016,and non-FTAcountries for a 20-yearterm,whichcommencedinJune2016,inanamountuptoacombinedtotaloftheequivalentof16mtpa(approximately803 Bcf/yr of natural gas).Trains1through4FTAcountriesfora25-yeartermandnon-FT

65、Acountriesfora20-yearterm,bothofwhichcommencedin December 2018,in an amount up to a combined total of the equivalent of approximately 203 Bcf/yr of natural gas(approximately 4 mtpa).Trains 5 and 6FTAcountries and non-FTAcountries for a 20-year term,which partially commenced in June 2019 andthe remai

66、nder commenced in September 2019,in an amount up to a combined total of 503.3 Bcf/yr of natural gas(approximately 10 mtpa).In each case,the terms of these authorizations began on the earlier of the date of first export thereunder or the date specifiedin the particular order.In addition,SPL received

67、an order providing for a three-year makeup period with respect to each of thenon-FTAorders for LNG volumes SPLwas authorized but unable to export during any portion of the initial 20-year export periodof such order.TheDOEissuedordersauthorizingSPLtoexportdomesticallyproducedLNGbyvesselfromtheSabineP

68、assLNGterminalto FTA countries and non-FTA countries over a two-year period commencing January 2020,in an aggregate amount up to theequivalent of 600 Bcf of natural gas(however,exports under this order,when combined with exports under the orders above,maynot exceed 1,509 Bcf/yr).An application was f

69、iled in September 2019 to authorize additional exports from the SPLProject to FTAcountries for a 25-year term and to non-FTA countries for a 20-year term in an amount up to the equivalent of approximately 153 Bcf/yr of naturalgas,for a total SPL Project export of approximately 1,662 Bcf/yr.The terms

70、 of the authorizations are requested to commence onthe date of first commercial export from the SPL Project of the volumes contemplated in the application.The application iscurrently pending before DOE.7CustomersSPL has entered into fixed price long-term SPAs generally with terms of 20 years(plus ex

71、tension rights)with eight thirdparties for Trains 1 through 6 of the SPL Project.Under these SPAs,the customers will purchase LNG from SPL on a free onboard(“FOB”)basis for a price consisting of a fixed fee per MMBtu of LNG(a portion of which is subject to annual adjustmentfor inflation)plus a varia

72、ble fee per MMBtu of LNG equal to approximately 115%of Henry Hub.The customers may elect tocancelorsuspenddeliveriesofLNGcargoes,withadvancenoticeasgovernedbyeachrespectiveSPA,inwhichcasethecustomerswouldstillberequiredtopaythefixedfeewithrespecttothecontractedvolumesthatarenotdeliveredasaresultofsu

73、chcancellationor suspension.We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveriesunder the SPAs as the fixed fee component of the price under SPLs SPAs.We refer to the fee component that is applicable onlyin connection with LNG cargo deli

74、veries as the variable fee component of the price under SPLs SPAs.The variable fees underSPLs SPAs were generally sized at the time of entry into each SPA with the intent to cover the costs of gas purchases andtransportation and liquefaction fuel to produce the LNG to be sold under each such SPA.The

75、 SPAs and contracted volumes to bemade available under the SPAs are not tied to a specific Train;however,the term of each SPAgenerally commences upon the dateof first commercial delivery of a specified Train.In aggregate,the annual fixed fee portion to be paid by the third-party SPA customers is app

76、roximately$2.9 billion forTrains 1 through 5.After giving effect to an SPA that Cheniere has committed to provide to SPL by the end of 2020,the annualfixed fee portion to be paid by the third-party SPA customers would increase to at least$3.3 billion,which is expected to occurupon the date of first

77、commercial delivery of Train 6.In addition,Cheniere Marketing has agreements with SPLto purchase,at Cheniere Marketings option,any LNG producedby SPL in excess of that required for other customers.See Marketing section for additional information regarding agreementsentered into by Cheniere Marketing

78、.The annual contracted cash flows from fixed fees of each buyer of LNG under SPLs third-party SPAs that constitute morethan 10%of SPLs aggregate fixed fees under all its SPAs are:approximately$720 million from BG Gulf Coast LNG,LLC(“BG”),which is guaranteed by BG Energy HoldingsLimited;approximately

79、$550 million from Korea Gas Corporation(“KOGAS”);approximately$550 million from GAIL;approximately$450 million from Naturgy LNG GOM,Limited(formerly known as Gas Natural Fenosa LNG GOM,Limited)(“Naturgy”),which is guaranteed by Naturgy Energy Group,S.A.(formerly known as Gas Natural SDG S.A.);andapp

80、roximately$310 million from Total Gas&Power NorthAmerica,Inc.(“Total”),which is guaranteed by Total S.A.The annual aggregate fixed fees for all of SPLs other SPAs with third-parties is approximately$490 million,prior to givingeffect to an SPAthat Cheniere has committed to provide to SPL by the end o

81、f 2020.Natural Gas Transportation,Storage and SupplyTo ensure SPL is able to transport adequate natural gas feedstock to the Sabine Pass LNG terminal,it has entered intotransportation precedent and other agreements to secure firm pipeline transportation capacity with CTPLand third-party pipelinecomp

82、anies.SPL has entered into firm storage services agreements with third parties to assist in managing variability in naturalgas needs for the SPL Project.SPL has also entered into enabling agreements and long-term natural gas supply contracts withthird parties in order to secure natural gas feedstock

83、 for the SPL Project.As of December 31,2019,SPL had secured up toapproximately 3,850 TBtu of natural gas feedstock through long-term and short-term natural gas supply contracts with remainingterms that range up to 10 years,a portion of which is subject to conditions precedent.ConstructionSPL entered

84、 into lump sum turnkey contracts with Bechtel Oil,Gas and Chemicals,Inc.(“Bechtel”)for the engineering,procurement and construction of Trains 1 through 6 of the SPL Project,under which Bechtel charges a lump sum for all work8performed and generally bears project cost,schedule and performance risks u

85、nless certain specified events occur,in which caseBechtel may cause SPL to enter into a change order,or SPL agrees with Bechtel to a change order.ThetotalcontractpriceoftheEPCcontractforTrain6oftheSPLProjectisapproximately$2.5billion,includingestimatedcosts for an optional third marine berth.As of D

86、ecember 31,2019,we have incurred$1.1 billion under this contract.Regasification FacilitiesTheSabinePassLNGterminalhasoperationalregasificationcapacityofapproximately4Bcf/dandaggregateLNGstoragecapacity of approximately 17 Bcfe.Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass L

87、NG terminal hasbeen reserved under two long-term third-party TUAs,under which SPLNGs customers are required to pay fixed monthly fees,whether or not they use the LNG terminal.Each ofTotal and Chevron U.S.A.Inc.(“Chevron”)has reserved approximately 1 Bcf/d of regasification capacity and is obligated

88、to make monthly capacity payments to SPLNG aggregating approximately$125millionannually,priortoinflationadjustments,for20yearsthatcommencedin2009.TotalS.A.hasguaranteedTotalsobligationsunder its TUA up to$2.5 billion,subject to certain exceptions,and Chevron Corporation has guaranteed Chevrons oblig

89、ationsunder its TUAup to 80%of the fees payable by Chevron.Theremainingapproximately2Bcf/dofcapacityhasbeenreservedunderaTUAbySPL.SPLisobligatedtomakemonthlycapacity payments to SPLNG aggregating approximately$250 million annually,prior to inflation adjustments,continuing untilat least May 2036.SPL

90、entered into a partial TUA assignment agreement with Total,whereby upon substantial completion ofTrain 5 of the SPL Project,SPL gained access to substantially all of Totals capacity and other services provided under TotalsTUAwith SPLNG.This agreement provides SPLwith additional berthing and storage

91、capacity at the Sabine Pass LNG terminalthat may be used to provide increased flexibility in managing LNG cargo loading and unloading activity,permit SPL to moreflexibly manage its LNG storage capacity and accommodate the development of Train 6.Notwithstanding any arrangementsbetweenTotalandSPL,paym

92、entsrequiredtobemadebyTotaltoSPLNGwillcontinuetobemadebyTotaltoSPLNGinaccordancewith its TUA.During the years ended December 31,2019,2018 and 2017,SPL recorded$104 million,$30 million and$23million,respectively,as operating and maintenance expense under this partial TUAassignment agreement.Under eac

93、h of these TUAs,SPLNG is entitled to retain 2%of the LNG delivered to the Sabine Pass LNG terminal.Corpus Christi LNG TerminalLiquefaction FacilitiesWe are currently operating two Trains and one marine berth at the CCL Project and are constructing one additional Trainand marine berth.We have receive

94、d authorization from the FERC to site,construct and operate Trains 1 through 3 of the CCLProject.We completed construction of Trains 1 and 2 of the CCL Project and commenced commercial operating activities inFebruary 2019 andAugust 2019,respectively.The following table summarizes the project complet

95、ion and construction status ofTrain 3 of the CCL Project,including the related infrastructure,as of December 31,2019:CCLTrain 3Overall project completion percentage74.8%Completion percentage of:Engineering98.7%Procurement99.5%Subcontract work28.3%Construction49.5%Expected date of substantial complet

96、ion1H 2021SeparatefromtheCCHGroup,wearealsodevelopingCorpusChristiStage3throughoursubsidiaryCCLStageIII,adjacentto the CCL Project.We received approval from FERC in November 2019 to site,construct and operate seven midscale Trainswith an expected total production capacity of approximately 10 mtpa of

97、 LNG.9The following orders have been issued by the DOE authorizing the export of domestically produced LNG by vessel fromthe Corpus Christi LNG terminal:CCLProjectFTAcountries for a 25-year term and to non-FTAcountries for a 20-year term,both of which commencedin June 2019,up to a combined total of

98、the equivalent of 767 Bcf/yr(approximately 15 mtpa)of natural gas.Corpus Christi Stage 3FTA countries for a 25-year term and to non-FTA countries for a 20-year term in an amountequivalent to 582.14 Bcf/yr(approximately 11 mtpa)of natural gas.In each case,the terms of these authorizations begin on th

99、e earlier of the date of first export thereunder or the date specifiedin the particular order,which ranges from seven to 10 years from the date the order was issued.An application was filed in September 2019 to authorize additional exports from the CCL Project to FTA countries for a25-yeartermandton

100、on-FTAcountriesfora20-yearterminanamountuptotheequivalentofapproximately108Bcf/yrofnaturalgas,for a total CCL Project export of 875.16 Bcf/yr.The terms of the authorizations are requested to commence on the date offirstcommercialexportfromtheCCLProjectofthevolumescontemplatedintheapplication.Theappl

101、icationiscurrentlypendingbefore DOE.CustomersCCL has entered into fixed price long-term SPAs generally with terms of 20 years(plus extension rights)with nine thirdparties for Trains 1 through 3 of the CCLProject.Under these SPAs,the customers will purchase LNG from CCLon a FOB basisfor a price consi

102、sting of a fixed fee per MMBtu of LNG(a portion of which is subject to annual adjustment for inflation)plus avariable fee per MMBtu of LNG equal to approximately 115%of Henry Hub.The customers may elect to cancel or suspenddeliveries of LNG cargoes,with advance notice as governed by each respective

103、SPA,in which case the customers would still berequired to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation orsuspension.We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveriesu

104、nder the SPAs as the fixed fee component of the price under our SPAs.We refer to the fee component that is applicable only inconnection with LNG cargo deliveries as the variable fee component of the price under our SPAs.The variable fee under CCLsSPAs entered into in connection with the development

105、of the CCL Project was sized at the time of entry into each SPA with theintent to cover the costs of gas purchases and transportation and liquefaction fuel to produce the LNG to be sold under each suchSPA.The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific

106、Train;however,the termof each SPAgenerally commences upon the date of first commercial delivery for the applicable Train,as specified in each SPA.In aggregate,the minimum fixed fee portion to be paid by the third-party SPAcustomers is approximately$550 million forTrain 1,increasing to approximately$

107、1.4 billion upon the date of first commercial delivery for Train 2 and further increasing toapproximately$1.8 billion following the substantial completion of Train 3 of the CCL Project.The annual contracted cash flows from fixed fees of each buyer of LNG under CCLs third-party SPAs that constitute m

108、orethan 10%of CCLs aggregate fixed fees under all its SPAs for Trains 1 through 3 of the CCL Project are:approximately$410 million from Endesa S.A.;approximately$280 million from PT Pertamina(Persero);andapproximately$270 million from Naturgy,which is guaranteed by Naturgy Energy Group,S.A.The avera

109、ge annual contracted cash flow from fixed fees for all of CCLs other SPAs with third-parties is approximately$790 million.Inaddition,CheniereMarketinghasagreementswithCCLtopurchase:(1)15TBtuperannumofLNGwithanapproximateterm of 23 years,(2)any LNG produced by CCL in excess of that required for other

110、 customers at Cheniere Marketings optionand(3)0.85 mtpa of LNG with a term of up to seven years associated with an IPM gas supply agreement,as described below.SeeMarketing section for additional information regarding agreements entered into by Cheniere Marketing.Natural Gas Transportation,Storage an

111、d SupplyTo ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal,it has entered intotransportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline10companies.CCL has entered into a firm storage

112、 services agreement with a third party to assist in managing variability in naturalgas needs for the CCL Project.CCL has also entered into enabling agreements and long-term natural gas supply contracts withthird parties,and will continue to enter into such agreements,in order to secure natural gas f

113、eedstock for the CCL Project.As ofDecember 31,2019,CCL had secured up to approximately 2,999 TBtu of natural gas feedstock through long-term natural gassupply contracts with remaining terms that range up to eight years,a portion of which is subject to the achievement of certainproject milestones and

114、 other conditions precedent.CCL Stage III has also entered into long-term natural gas supply contracts with third parties,and anticipates continuing toenter into such agreements,in order to secure natural gas feedstock for Corpus Christi Stage 3.As of December 31,2019,CCLStageIIIhadsecureduptoapprox

115、imately2,361TBtuofnaturalgasfeedstockthroughlong-termnaturalgassupplycontractswithremaining terms that range up to approximately 15 years,which is subject to the achievement of certain project milestones andother conditions precedent.A portion of the natural gas feedstock transactions for CCL and CC

116、L Stage III are IPM transactions,in which the naturalgas producers are paid based on a global gas market price less a fixed liquefaction fee and certain costs incurred by us.ConstructionCCL entered into separate lump sum turnkey contracts with Bechtel for the engineering,procurement and construction

117、 ofTrains 1 through 3 of the CCLProject under which Bechtel charges a lump sum for all work performed and generally bears projectcost,schedule and performance risks unless certain specified events occur,in which case Bechtel may cause CCL to enter into achange order,or CCL agrees with Bechtel to a c

118、hange order.ThetotalcontractpriceoftheEPCcontractforTrain3,whichiscurrentlyunderconstruction,isapproximately$2.4billion,reflecting amounts incurred under change orders through December 31,2019.As of December 31,2019,we have incurred$2.0billion under this contract.Final Investment Decision for Corpus

119、 Christi Stage 3FID for Corpus Christi Stage 3 will be subject to,among other things,entering into an EPC contract,obtaining additionalcommercial support for the project and securing the necessary financing arrangements.Pipeline FacilitiesIn December 2014,the FERC issued a certificate of public conv

120、enience and necessity under Section 7(c)of the NaturalGas Act of 1938,as amended(the“NGA”),authorizing CCP to construct and operate the Corpus Christi Pipeline.The CorpusChristi Pipeline is designed to transport 2.25 Bcf/d of natural gas feedstock required by the CCLProject from the existing regiona

121、lnatural gas pipeline grid.The construction of the Corpus Christi Pipeline was completed in the second quarter of 2018.InNovember2019,theFERCauthorizedCCPtoconstructandoperatethepipelineforCorpusChristiStage3.Thepipelinewill be designed to transport 1.5 Bcf/d of natural gas feedstock required by Cor

122、pus Christi Stage 3 from the existing regionalnatural gas pipeline grid.MarketingWemarketandsellLNGproducedbytheLiquefactionProjectsthatisnotrequiredforothercustomersthroughourintegratedmarketing function.We have,and continue to develop,a portfolio of long-,medium-and short-term SPAs to transport an

123、d unloadcommercial LNG cargoes to locations worldwide.These volumes are expected to be primarily sourced by LNG produced by theLiquefaction Projects but supplemented by volumes procured from other locations worldwide,as needed.As of December 31,2019,wehavesoldorhaveoptionstosellapproximately4,935TBt

124、uofLNGtobedeliveredtocustomersbetween2020and2045,excluding volumes for agreements anticipated to be assigned to SPL in the future.The cargoes have been sold either on a FOBbasis(deliveredtothecustomerattheSabinePass LNGterminalortheCorpusChristiLNG terminal,asapplicable)oradeliveredat terminal(“DAT”

125、)basis(delivered to the customer at their LNG receiving terminal).We have chartered LNG vessels to beutilized for cargoes sold on a DAT basis.In addition,we have entered into a long-term agreement to sell LNG cargoes on a DATbasis that is conditioned upon the buyer achieving certain milestones.11Sig

126、nificant CustomersThe following table shows customers with revenues of 10%or greater of total revenues from external customers:Percentage of Total Revenues from External CustomersYearEnded December 31,201920182017BG and its affiliates16%18%24%Naturgy10%14%14%KOGAS11%19%14%GAIL11%13%*JERACo.,Inc.*17%

127、*Less than 10%CompetitionIf and when SPL,CCLor our integrated marketing function need to replace any existing SPAor enter into new SPAs,theywill compete on the basis of price per contracted volume of LNG with each other and other natural gas liquefaction projectsthroughout the world.Revenues associa

128、ted with any incremental volumes,including those sold by our integrated marketingfunction discussed above,will also be subject to market-based price competition.Many of the companies with which we competeare major energy corporations with longer operating histories,more development experience,greate

129、r name recognition,greaterfinancial,technical and marketing resources and greater access to markets than us.We have proximity to our customers,withoffices located in Houston,London,Singapore,Beijing and Tokyo.SPLNG currently does not experience competition for its terminal capacity because the entir

130、e approximately 4 Bcf/d ofregasification capacity that is available at the Sabine Pass LNG terminal has been fully contracted.If and when SPLNG has toreplace any TUAs,it will compete with other then-existing LNG terminals for customers.Governmental RegulationOurLNGterminalsandpipelinesaresubjecttoex

131、tensiveregulationunderfederal,stateandlocalstatutes,rules,regulationsand laws.These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain andmaintainapplicablepermitsandotherauthorizations.Theseregulatoryrequirementsincreasethecostofconstructiona

132、ndoperation,and failure to comply with such laws could result in substantial penalties and/or loss of necessary authorizations.Federal Energy Regulatory CommissionThe design,construction,operation,maintenance and expansion of our liquefaction facilities,the import or export of LNGandthepurchaseandtr

133、ansportationofnaturalgasininterstatecommercethroughourpipelines(includingourCreoleTrailPipelineand Corpus Christi Pipeline)are highly regulated activities subject to the jurisdiction of the FERC pursuant to the NGA.Underthe NGA,the FERCs jurisdiction generally extends to the transportation of natura

134、l gas in interstate commerce,to the sale forresaleofnaturalgasininterstatecommerce,tonaturalgascompaniesengagedinsuchtransportationorsaleandtotheconstruction,operation,maintenance and expansion of LNG terminals and interstate natural gas pipelines.The FERCs authority to regulate interstate natural g

135、as pipelines and the services that they provide generally includesregulation of:rates and charges,and terms and conditions for natural gas transportation,storage and related services;the certification and construction of new facilities and modification of existing facilities;the extension and abando

136、nment of services and facilities;the administration of accounting and financial reporting regulations,including the maintenance of accounts and records;the acquisition and disposition of facilities;12the initiation and discontinuation of services;andvarious other matters.Under the NGA,our pipelines

137、are not permitted to unduly discriminate or grant undue preference as to rates or the termsand conditions of service to any shipper,including its own marketing affiliate.Those rates,terms and conditions must be public,and on file with the FERC.In contrast to pipeline regulation,the FERC does not req

138、uire LNG terminal owners to provide open-accessservicesatcost-basedorregulatedrates.AlthoughtheprovisionsthatcodifiedFERCspolicyinthisareaexpiredonJanuary1,2015,we see no indication that the FERC intends to change its policy in this area.We are permitted to make sales of natural gas for resale in in

139、terstate commerce pursuant to a blanket marketing certificateautomatically granted by the FERC to our marketing affiliates.Our sales of natural gas will be affected by the availability,termsandcostofpipelinetransportation.Asnotedabove,thepriceandtermsofaccesstopipelinetransportationaresubjecttoexten

140、sivefederal and state regulation.In order to site,construct and operate our LNG terminals,we received and are required to maintain authorizations from theFERC under Section 3 of the NGA as well as other material governmental and regulatory approvals and permits.The EnergyPolicyAct of 2005(the“EPAct”

141、)amended Section 3 of the NGAto establish or clarify the FERCs exclusive authority to approveordenyanapplicationforthesiting,construction,expansionoroperationofLNGterminals,unlessspecificallyprovidedotherwisein the EPAct,amendments to the NGA.For example,nothing in the EPAct amendments to the NGA we

142、re intended to affectotherwise applicable law related to any other federal agencys authorities or responsibilities related to LNG terminals or those ofa state acting under federal law.The FERC issued final orders in April and July 2012 approving our application for an order under Section 3 of the NG

143、Aauthorizing the siting,construction and operation of Trains 1 through 4 of the SPL Project(and related facilities).Subsequently,the FERC issued written approval to commence site preparation work for Trains 1 through 4.In October 2012,we applied toamend the FERC approval to reflect certain modificat

144、ions to the SPL Project,and in August 2013,the FERC issued an orderapprovingthemodifications.InOctober 2013,weappliedtofurtheramendtheFERCapproval,requestingauthorizationtoincreasethe total permitted LNG production capacity of Trains 1 through 4 from the then authorized 803 Bcf/yr to 1,006 Bcf/yr so

145、 as tomore accurately reflect the estimated maximum LNG production capacity of Trains 1 through 4.In February 2014,the FERCissued an order approving the October 2013 application(the“February 2014 Order”).A party to the proceeding requested arehearingoftheFebruary2014Order,andinSeptember2014,theFERCi

146、ssuedanorderdenyingtherehearingrequest(the“FERCOrder Denying Rehearing”).The party petitioned the U.S.Court of Appeals for the District of Columbia Circuit(the“Court ofAppeals”)to review the February 2014 Order and the FERC Order Denying Rehearing.The court denied the petition in June2016.In Septemb

147、er 2013,we filed an application with the FERC for authorization to addTrains 5 and 6 to the SPLProject,whichwas granted by the FERC in an order issued inApril 2015 and an order denying rehearing issued in June 2015.These orders arenot subject to appellate court review.In October of 2018,SPL applied

148、to the FERC for authorization to add a third marine berthto the Sabine Pass LNG terminal facilities.TheCreoleTrailPipeline,whichinterconnectswiththeSabinePassLNGterminal,holdsacertificateofpublicconvenienceand necessity from the FERC under Section 7 of the NGA.The FERCs approval under Section 7 of t

149、he NGA,as well as severalothermaterialgovernmentalandregulatoryapprovalsandpermits,mayberequiredpriortomakinganymodificationstotheCreoleTrailPipelineasitisaregulated,interstatenaturalgaspipeline.In2013,theFERCapprovedCTPLsapplicationforauthorizationto construct,own,operate and maintain certain new f

150、acilities in order to enable bi-directional natural gas flow on the Creole TrailPipeline system to allow for the delivery of up to 1,530,000 Dekatherms per day of feed gas to the Sabine Pass LNG terminal.InNovember 2013,CTPL received approval from the Louisiana Department of Environmental Quality(“L

151、DEQ”)for the proposedmodifications and,with subsequent final FERC clearance,construction was completed in 2015.In September 2013,we filed anapplication with the FERC for authorization to construct and operate an extension and expansion of Creole Trail Pipeline andrelated facilities in order to deliv

152、er additional domestic natural gas supplies to the Sabine Pass LNG terminal,which was grantedby the FERC in an order issued in April 2015 and an order denying rehearing issued in June 2015.These orders are not subjectto appellate court review.In December 2014,the FERC issued an order granting CCLaut

153、horization under Section 3 of the NGAto site,construct andoperate Trains 1 through 3 of the CCL Project and issued a certificate of public convenience and necessity under Section 7(c)ofthe NGA authorizing construction and operation of the Corpus Christi Pipeline(the“December 2014 Order”).A party to

154、theproceeding requested a rehearing of the December 2014 Order,and in May 2015,the FERC denied rehearing(the“Order DenyingRehearing”).The party petitioned the relevant Court of Appeals to review the December 2014 Order and the Order Denying13Rehearing;that petition was denied on November 4,2016.In J

155、une of 2018,CCL Stage III,CCL and CCP filed an applicationwith the FERC for authorization under section 3 of the NGAto site,construct and operate additional facilities for the liquefactionand export of domestically-produced natural gas(“Corpus Christi Stage 3”)at the existing CCL Project.In November

156、 2019,theFERC authorized CCP to construct and operate the pipeline for Corpus Christi Stage 3.Corpus Christi Stage 3 consists of theaddition of seven midscale Trains and related facilities.The order is not subject to appellate court review.On September 27,2019,CCL and SPL filed a request with the FE

157、RC pursuant to section 3 of the NGA,requestingauthorization to increase the total LNG production capacity of each terminal from currently authorized levels to an amount whichreflects more accurately the capacity of each facility based on enhancements during the engineering,design and constructionpro

158、cess,as well as operational experience to date.The requested authorizations do not involve construction of new facilities.Corresponding applications for authorization to export the incremental volumes were also submitted to the DOE.The FERCs Standards of Conduct apply to interstate pipelines that co

159、nduct transmission transactions with an affiliate thatengages in natural gas marketing functions.The general principles of the FERC Standards of Conduct are:(1)independentfunctioning,which requires transmission function employees to function independently of marketing function employees;(2)no-condui

160、t rule,which prohibits passing transmission function information to marketing function employees;and(3)transparency,whichimposespostingrequirementstodetectunduepreferenceduetotheimproperdisclosureofnon-publictransmissionfunctioninformation.Wehaveestablishedtherequiredpolicies,proceduresandtrainingto

161、complywiththeFERCsStandardsofConduct.All of our FERC construction,operation,reporting,accounting and other regulated activities are subject to audit by theFERC,which may conduct routine or special inspections and issue data requests designed to ensure compliance with FERC rules,regulations,policies

162、and procedures.The FERCs jurisdiction under the NGAallows it to impose civil and criminal penalties foranyviolationsoftheNGAandanyrules,regulationsorordersoftheFERCuptoapproximately$1.3millionperdayperviolation,including any conduct that violates the NGAs prohibition against market manipulation.Seve

163、ral other material governmental and regulatory approvals and permits will be required throughout the life of our LNGterminalsandourpipelines.Inaddition,ourFERCordersrequireustocomplywithcertainongoingconditions,reportingobligationsand maintain other regulatory agency approvals throughout the life of

164、 our facilities.For example,throughout the life of our LNGterminals and our pipelines,we are subject to regular reporting requirements to the FERC,the Department of Transportations(“DOT”)PipelineandHazardousMaterialsSafetyAdministration(“PHMSA”)andapplicablefederalandstateregulatoryagenciesregarding

165、 the operation and maintenance of our facilities.To date,we have been able to obtain and maintain required approvalsas needed,and the need for these approvals and reporting obligations have not materially affected our construction or operations.DOE Export LicenseTheDOEhasauthorizedtheexportofdomesti

166、callyproducedLNGbyvesselfromtheSabinePassLNGterminalasdiscussedin Sabine Pass LNG TerminalLiquefaction Facilities and the Corpus Christi LNG terminal as discussed in Corpus Christi LNGTerminalLiquefactionFacilities.Althoughitisnotexpectedtooccur,thelossofanexportauthorizationcouldbeaforcemajeureeven

167、t under our SPAs.Under Section 3 of the NGA applications for exports of natural gas to FTA countries,which allow for national treatmentfortradeinnaturalgas,are“deemedtobeconsistentwiththepublicinterest”andshallbegrantedbytheDOEwithout“modificationordelay.”FTAcountriescurrentlyrecognizedbytheDOEforex

168、portsofLNGincludeAustralia,Bahrain,Canada,Chile,Colombia,Dominican Republic,El Salvador,Guatemala,Jordan,Mexico,Morocco,Nicaragua,Oman,Panama,Peru,Republic of Koreaand Singapore.Applications for export of LNG to non-FTA countries are considered by the DOE in a notice and commentproceedingwherebythep

169、ublicandotherintervenersareprovidedtheopportunitytocommentandmayassertthatsuchauthorizationwould not be consistent with the public interest.Pipeline and Hazardous Materials Safety AdministrationOurLNGterminalsaswellastheCreoleTrailPipelineandtheCorpusChristiPipelinearesubjecttoregulationbyPHMSA.PHMS

170、Ais authorized by the applicable pipeline safety laws to establish minimum safety standards for certain pipelines and LNGfacilities.The regulatory standards PHMSA has established are applicable to the design,installation,testing,construction,operation,maintenance and management of natural gas and ha

171、zardous liquid pipeline facilities and LNG facilities that affectinterstate or foreign commerce.PHMSAhas also established training,worker qualification and reporting requirements.14In October 2019,PHMSA published final rules revising its regulations governing the safety of certain gas transmissionpi

172、pelines(effective July 1,2020)and established new enforcement procedures for the issuance of temporary emergency orders(effective December 2,2019).PHMSAperforms inspections of pipeline and LNG facilities and has authority to undertake enforcement actions,includingissuance of civil penalties up to ap

173、proximately$218,000 per day per violation,with a maximum administrative civil penalty ofapproximately$2 million for any related series of violations.Other Governmental Permits,Approvals and AuthorizationsConstructionandoperationoftheSabinePassLNGterminalandtheCCLProjectrequireadditionalpermits,order

174、s,approvalsandconsultationstobeissued byvariousfederalandstateagencies,includingtheDOT,U.S.ArmyCorpsofEngineers(“USACE”),U.S.DepartmentofCommerce,NationalMarineFisheriesServices,U.S.DepartmentoftheInterior,U.S.FishandWildlifeService,theU.S.EnvironmentalProtectionAgency(the“EPA”),U.S.DepartmentofHome

175、landSecurity,theLDEQ,theTexasCommissionon Environmental Quality(“TCEQ”)and the Railroad Commission of Texas(“RRC”).The USACE issues its permits under the authority of the Clean Water Act(Section 404)and the Rivers and Harbors Act(Section 10)(the“Section 10/404 Permit”).The EPAadministers the CleanAi

176、rAct,and has delegated authority to the TCEQ andLDEQ to issue the Title V Operating Permit(the“Title V Permit”)and the Prevention of Significant Deterioration Permit(the“PSD Permit”).These two permits are issued by the LDEQ for the Sabine Pass LNG terminal and CTPL and by the TCEQ forthe CCL Project

177、.Commodity Futures Trading Commission(“CFTC”)The Dodd-Frank Wall Street Reform and Consumer Protection Act(the“Dodd-Frank Act”)amended the CommodityExchangeAct to provide for federal regulation of the over-the-counter derivatives market and entities,such as us,that participatein that market.The regu

178、latory regime created by the Dodd-FrankAct is designed primarily to(1)regulate certain participants inthe swaps markets,including entities falling within the categories of“Swap Dealer”and“Major Swap Participant,”(2)requireclearing and exchange trading of standardized swaps of certain classes as desi

179、gnated by the CFTC,(3)increase swap markettransparency through robust reporting and recordkeeping requirements,(4)reduce financial risks in the derivatives market byimposing margin or collateral requirements on both cleared and,in certain cases,uncleared swaps,(5)provide the CFTC withexpandedauthori

180、tytoestablishpositionlimitsoncertainphysicalcommodityfuturesandoptionscontractsandtheireconomicallyequivalent swaps as it finds necessary and appropriate and(6)otherwise enhance the rulemaking and enforcement authority of theCFTCandtheSECregardingthederivativesmarkets.Mostoftheregulationsarealreadyi

181、neffect,whileotherrulesandregulations,including the proposed margin rules,position limits and commodity clearing requirements,remain to be finalized or effectuated.Therefore,the impact of those rules and regulations on our business continues to be uncertain.Aprovision of the Dodd-FrankAct requires t

182、he CFTC,in order to diminish or prevent excessive speculation in commoditymarkets,to adopt rules,as it finds necessary and appropriate,imposing new position limits on certain physical commodity futurescontracts and options thereon,as well as economically equivalent swaps traded on registered swap tr

183、ading platforms and on over-the-counter swaps that perform a significant price discovery function with respect to certain markets.In that regard,the CFTChas re-proposed position limits rules that would modify and expand the applicability of limits on speculative positions in certainphysical commodit

184、y futures contracts and economically equivalent futures,options and swaps for or linked to certain physicalcommodities,including Henry Hub natural gas,that market participants may hold,subject to limited exemptions for certain bonafide hedging and other types of transactions.It is uncertain at this

185、time whether,when and in what form the CFTCs proposednew position limits rules may become final and effective.Pursuant to rules adopted by the CFTC,certain interest rate swaps and index credit default swaps must be cleared througha derivatives clearing organization and executed on an exchange or swa

186、p execution facility.The CFTC has not yet proposed todesignate swaps in any other asset classes,including swaps relating to physical commodities,for mandatory clearing and tradeexecution,but could do so in the future.Although we expect to qualify for the end-user exception from the mandatory clearin

187、gand exchange-trading requirements applicable to any swaps that we enter into to hedge our commercial risks,the mandatoryclearing and exchange-trading requirements may apply to other market participants,including our counterparties(who may beregistered as Swap Dealers),with respect to other swaps,an

188、d the application of such rules may change the market cost and generalavailability in the market of swaps of the type we enter into to hedge our commercial risks and,thus,the cost and availability ofthe swaps that we use for hedging.15As required by provisions of the Dodd-Frank Act,the CFTC and fede

189、ral banking regulators have adopted rules to requireSwapDealersandMajorSwapParticipants,includingthosethatareregulatedfinancialinstitutions,tocollectinitialand/orvariationmargin with respect to uncleared swaps from their counterparties that are financial end users,registered swap dealers or majorswa

190、p participants.These rules do not require collection of margin from non-financial-entity end users who qualify for the enduser exception from the mandatory clearing requirement or from non-financial end users or certain other counterparties in certaininstances.We expect to qualify as such a non-fina

191、ncial-entity end user with respect to the swaps that we enter into to hedge ourcommercial risks.Any new rules or changes to existing rules promulgated under the Dodd-Frank Act could(1)impair the availability ofderivatives,(2)materially increase the cost of,or decrease the liquidity of,the derivative

192、s we use to hedge,(3)significantly alterthe terms and conditions of derivatives and(4)potentially increase our exposure to less creditworthy counterparties.Further,anyresultingreductionintheuseofderivativescouldmakecashflowmorevolatileandlesspredictable,whichinturncouldadverselyaffect our ability to

193、 plan for and fund capital expenditures.Pursuant to the Dodd-FrankAct,the CFTC has adopted additional anti-manipulation and anti-disruptive trading practicesregulations that prohibit,among other things,manipulative,deceptive or fraudulent schemes or material misrepresentation in thefutures,options,s

194、waps and cash markets.In addition,separate from the Dodd-Frank Act,our use of futures and options oncommodities is subject to the Commodity ExchangeAct and CFTC regulations,as well as the rules of futures exchanges on whichany of these instruments are executed.Should we violate any of these laws and

195、 regulations,we could be subject to a CFTC or anexchange enforcement action and material penalties,possibly resulting in changes in the rates we can charge.United Kingdom/European RegulationsOur European Union(“EU”)trading activities,which are primarily established in the United Kingdom(“UK”),are su

196、bjectto a number of EU-wide and UK specific laws and regulations.These are described further below:European Market Infrastructure Regulation(“EMIR”)EMIR is an EU regulation(with text that is relevant across the European Economic Area(“EEA”)designed to increasethe transparency and stability of the EE

197、A derivatives markets,including by:(1)imposing requirements on market participantstrading derivatives,including relating to reporting,clearing and risk mitigation;and(2)imposing rules and standards that applyto central counterparties(i.e.clearing houses)and trade repositories.The precise impact of t

198、hese rules will depend on a numberoffactors,includingtheregulatorystatusofthecounterpartythatistradingderivativeinstruments,aswellasthevolumeandtypesofinstrumentsitistrading.WecurrentlyarecategorizedunderEMIRasanon-financialcounterpartybelowtheclearingthreshold,which is a type of market participant

199、subject to a lower regulatory burden.However,were we to engage in activities that resultedin a change to our status,we could be subject to more onerous regulations(including clearing and margining)which couldsignificantlyincreasethecostofourderivativestradingactivity,andmateriallyalterthetermsofthed

200、erivativescontractsweenterinto.Regulation on Wholesale Energy Market Integrity and Transparency(“REMIT”)REMIT is an EU regulation(with EEA relevance)that prohibits market manipulation and insider trading in Europeanwholesaleenergymarketsandimposesvariousobligationsonparticipantsinthesemarkets.Market

201、participants,suchasus,cannotuse inside information(i.e.,non-public information that would likely have a significant effect on the price of wholesale energyproducts if it were made public)to(1)buy or sell wholesale energy products for their own account or on behalf of a third party,directly or indire

202、ctly;(2)induce others to buy or sell wholesale energy products based on inside information;or(3)disclose suchinside information to any other person except in the normal course of employment.A market participant is also prohibited frommanipulating or attempting to manipulate any wholesale energy mark

203、et,and is required to publicly disclose inside informationwhich it possesses in respect of business or facilities which it or its affiliates either owns or controls,or for whose operationalmatters it or they are responsible,either in whole or in part.Markets in Financial Instruments Directive and Re

204、gulation(“MiFID II”)MiFID II consists of an EU directive,a regulation and a number of delegated acts,rules and guidance,that replaced theoriginal 2004 Markets in Financial Instruments Directive(“MiFID”).MiFID II(with relevance throughout the EEA),sets forth16an EEA-wide financial services framework,

205、including rules for firms engaging in investment services and activities in connectionwith certain financial instruments in the EEA.Firms engaging in such activities must be authorized unless an exemption applies.Weareeligibletotradeonourownaccountincommodityderivativesasaresultofthe“ancillaryactivi

206、ty”exemptionunderMiFIDII.Toavailourselvesofthisexemption,amongstotherthings,wemustbeabletodemonstrate,onthebasisofamethodologyset out in certain delegated MiFID II text,that our activities in commodity derivatives are ancillary to the main business of ourgroup.Provided we meet the requirements,we mu

207、st notify the UK regulator that we are availing ourselves of this exemption onan annual basis.If,in the future,we are no longer able to meet the requirements of the“ancillary activity”exemption,and noother exemption is available to us,we would be required to become authorized as an investment firm u

208、nder MiFID II.This mayresult in us being subject to the regulatory capital requirements under the EUs Capital Requirements Directive IV.Market Abuse Regulation(“MAR”)MAR is intended to update and strengthen the existing EU market abuse framework and applies to all financial instrumentslisted or trad

209、ed on EU trading venues as well as other over-the-counter(“OTC”)financial instruments priced on,or impacting,thetrading venue contract.Generally,MAR applies to entities trading on,or in a manner that impacts EU markets.MAR contains anumber of“insider dealing”and“market manipulation”(including“attemp

210、ted manipulation”)based offences.Under MAR,anyperson professionally arranging or executing transactions in financial instruments is required to establish and maintain effectivearrangements,systems and procedures to detect and report suspicious orders and transactions.UK-Specific RulesIn addition to

211、the various EU/EEArules described above,other UK-specific laws,such as the UKs Financial Services andMarkets Act of 200(“FSMA”)and Financial Services and Markets Act 2000(Regulated Activities)Order 2001(“RAO”),alsoapply to our trading activities.Any violation of the foregoing laws and regulations co

212、uld result in investigations,and possible fine and penalties,and insome scenarios,criminal offenses.BrexitThe UK withdrew from theEU(“Brexit”)on January 31,2020,and the withdrawalmay have an impact on the applicabilityof the current EU Regulations and Directives that govern our various trading activ

213、ities.The precise impacts will depend on thenegotiations that will occur during the transition period,which is currently scheduled to end on December 31,2020,as well asother factors that may or may not be addressed during the negotiations.We anticipate that impacts could include a possiblerequiremen

214、t to register in the EU for certain activities,the possible reclassification of products traded on UK exchanges for EUpurposesandproductstradedonEUexchangesforUKpurposesandpossibleimpactsonourtreatmentrelatedtovariousregulatorystatuses(e.g.,clearing threshold classifications and other safe harbors a

215、nd exemptions).During this transition period,the UK willcontinue to be subject to EU Regulations and Rules,with the objective being to provide as smooth a transition as possible forbusinesses.Until additional clarity surrounding Brexit is obtained,other impacts pertaining to our trading activities c

216、ould occur.Environmental RegulationOur LNG terminals are subject to various federal,state and local laws and regulations relating to the protection of theenvironment and natural resources.These environmental laws and regulations require significant expenditures for compliance,can affect the cost and

217、 output of operations and may impose substantial penalties for non-compliance and substantial liabilitiesfor pollution.Many of these laws and regulations,such as those noted below,restrict or prohibit impacts to the environment orthe types,quantities and concentration of substances that can be relea

218、sed into the environment and can lead to substantialadministrative,civil and criminal fines and penalties for non-compliance.Clean Air Act(“CAA”)OurLNGterminalsaresubjecttothefederalCAAandcomparablestateandlocallaws.Wemayberequiredtoincurcertaincapital expenditures over the next several years for ai

219、r pollution control equipment in connection with 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 r

220、equirements.17In 2009,the EPApromulgated and finalized the Mandatory Greenhouse Gas Reporting Rule requiring annual reporting ofgreenhouse gas(“GHG”)emissions from stationary sources in a variety of industries.In 2010,the EPA expanded the rule toinclude reporting obligations for LNG terminals.In add

221、ition,the EPAhas defined GHG emissions thresholds that would subjectGHG emissions from new and modified industrial sources to regulation if the source is subject to PSD Permit requirements duetoitsemissionsofnon-GHGcriteriapollutants.WhiletheEPAsubsequentlytookanumberofadditionalactionsprimarilyrela

222、tingto GHG emissions from the electric power generation and the oil and gas exploration and production industries,those rules havelargely been stayed or repealed including by amendments adopted by the EPA on February 23,2018,additional proposedamendments to new source performance standards for the o

223、il and gas industry on September 24,2019,and the EPAs June 19,2019 adoption of theAffordable Clean Energy rule for power generation.From time to time,Congress has considered proposed legislation directed at reducing GHG emissions.In addition,manystates have already taken regulatory action to monitor

224、 and/or reduce emissions of GHGs,primarily through the development ofGHGemissioninventoriesorregionalGHGcapandtradeprograms.ItisnotpossibleatthistimetopredicthowfutureregulationsorlegislationmayaddressGHGemissionsandimpactourbusiness.However,futureregulationsandlawscouldresultinincreasedcompliance c

225、osts or additional operating restrictions and could have a material adverse effect on our business,contracts,financialcondition,operating results,cash flow,liquidity and prospects.Coastal Zone Management Act(“CZMA”)The siting and construction of our LNG terminals within the coastal zone is subject t

226、o the requirements of the CZMA.TheCZMA is administered by the states(in Louisiana,by the Department of Natural Resources,and in Texas,by the General LandOffice).ThisprogramisimplementedtoensurethatimpactstocoastalareasareconsistentwiththeintentoftheCZMAtomanagethe coastal areas.Clean Water Act(“CWA”

227、)Our LNG terminals are subject to the federal CWA and analogous state and local laws.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 Sta

228、tes.Permits must be obtained prior to discharging pollutants into state andfederal waters.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”)ThefederalRCRAandcomparablestatestatutesgoverntheg

229、eneration,handlinganddisposalofsolidandhazardouswastesand require corrective action for releases into the environment.When such wastes are generated in connection with the operationsof our facilities,we are subject to regulatory requirements affecting the handling,transportation,treatment,storage an

230、d disposalof such wastes.Protection of Species,Habitats and WetlandsVariousfederalandstatestatutes,suchastheEndangeredSpeciesAct(the“ESA”),theMigratoryBirdTreatyAct(“MBTA”),the CWAand the Oil PollutionAct,prohibit certain activities that may adversely affect endangered or threatened animal,fish andp

231、lant species and/or their designated habitats,wetlands,or other natural resources.If one of our LNG terminals or pipelinesadversely affects a protected species or its habitat,we may be required to develop and follow a plan to avoid those impacts.Inthat case,siting,construction or operation may be de

232、layed or restricted and cause us to incur increased costs.InAugust 2019,the U.S.Fish and Wildlife Service(the“FWS”)announced a series of changes to the rules implementingthe ESA,including revisions to the regulations governing interagency cooperation,listing species and delisting critical habitat,an

233、dprohibitionsrelatedtothreatenedwildlifeandplants.Therevisionsareintendedtostreamlinetheseprocessesandcreatemoreflexibility for the FWS when making ESA-related decisions.In addition,in December 2017,the Department of Interiors(“DOIs”)Solicitors Office issued an official opinion that theMBTAs broad p

234、rohibition on“taking”migratory birds applies only to affirmative actions and does prohibit incidental harm.InApril 2018,the FWS issued guidance consistent with the DOIs opinion and on January 30,2020,the FWS issued a proposed ruledefining the scope of the MBTAto cover only actions directed at migrat

235、ory birds,their nests or their eggs.18We do not believe that our operations,or the construction and operations of our liquefaction facilities,will be materiallyand adversely affected by these recent regulatory actions.Market FactorsOur ability to enter into additional long-term SPAs to underpin the

236、development of additional Trains,sale of LNG byCheniere Marketing,or development of new projects is subject to market factors.These factors include changes in worldwidesupplyanddemandfornaturalgas,LNGandsubstituteproducts,therelativepricesfornaturalgas,crudeoilandsubstituteproductsin North America a

237、nd international markets,the rate of fuel switching for power generation from coal,nuclear or oil to naturalgas and economic growth in developing countries.In addition,our ability to obtain additional funding to execute our businessstrategy is subject to the investment communitys appetite for invest

238、ment in LNG and natural gas infrastructure and our ability toaccess 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 is proj

239、ected by the InternationalEnergy Agency to grow by approximately 27 trillion cubic feet(“Tcf”)between 2018 and 2030 and 39 Tcf between 2018 and2035.LNGs share is seen growing from about 11%in 2018 to about 16%of the global gas market in 2030 and 18%in 2035.Wood Mackenzie Limited(“WoodMac”)forecasts

240、that global demand for LNG will increase by approximately 79%,fromapproximately 316 mtpa,or 15.2 Tcf,in 2018,to approximately 566 mtpa,or 27.2 Tcf,in 2030 and to 678 mtpa or 32.6 Tcf in2035.WoodMac also forecasts LNG production from existing operational facilities and new facilities already under co

241、nstructionwill be able to supply the market with approximately 469 mtpa in 2030,declining to 430 mtpa in 2035.This will result in a marketneedforconstructionofanadditionalapproximately97mtpaofLNGproductionby2030andabout248mtpaby2035.WebelievethecapitalandoperatingcostsoftheuncommittedcapacityofourLi

242、quefactionProjectsandCorpusChristiStage3arecompetitivewith new proposed projects globally and we are well-positioned to capture a portion of this incremental market need.We have limited exposure to the decline in oil prices as we have contracted a significant portion of our LNG productioncapacity un

243、der long-term sale and purchase agreements.These agreements contain fixed fees that are required to be paid even ifthe customers elect to cancel or suspend delivery of LNG cargoes.We have contracted approximately 85%of the total productioncapacity from the Liquefaction Projects on a term basis,which

244、 includes volumes contracted under SPAs in which the customersare required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveriesof LNG cargoes,as well as volumes contracted under IPM gas supply agreements.As of January 31,2020,U.S.na

245、tural gas pricesindicate that LNG exported from the U.S.continues to be competitively priced,supporting the opportunity for U.S.LNG to filluncontracted future demand through the execution of long-term and medium-term contracting of LNG from our terminals.SubsidiariesOur assets are generally held by

246、our subsidiaries.We conduct most of our business through these subsidiaries,includingthe development,construction and operation of our LNG terminal business and the development and operation of our LNG andnatural gas marketing business.EmployeesWe had 1,530 full-time employees at January 31,2020.Ava

247、ilable InformationOur common stock has been publicly traded since March 24,2003 and is traded on the NYSEAmerican under the symbol“LNG.”Our principal executive offices are located at 700 Milam Street,Suite 1900,Houston,Texas 77002,and our telephonenumber is(713)375-5000.Our internet address is .We p

248、rovide public access to our annual reports on Form10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to these reports as soon as reasonablypracticable after we electronically file those materials with,or furnish those materials to,the SEC under the ExchangeAct.Thesereport

249、s may be accessed free of charge through our internet website.We make our website content available for informationalpurposes only.The website should not be relied upon for investment purposes and is not incorporated by reference into thisForm 10-K.19We will also make available to any stockholder,wi

250、thout charge,copies of our annual report on Form 10-K as filed with theSEC.For copies of this,or any other filing,please contact:Cheniere Energy,Inc.,Investor Relations Department,700 MilamStreet Suite 1900,Houston,Texas 77002 or call(713)375-5000.The SEC maintains an internet site(www.sec.gov)that

251、containsreports,proxy and information statements and other information regarding issuers.ITEM 1A.RISK FACTORSThe following are some of the important factors that could affect our financial performance or could cause actual resultstodiffermateriallyfromestimatesorexpectationscontainedinourforward-loo

252、kingstatements.Wemayencounterrisksinadditiontothosedescribedbelow.Additionalrisksanduncertaintiesnotcurrentlyknowntous,orthatwecurrentlydeemtobeimmaterial,mayalsoimpairoradverselyaffectourbusiness,contracts,financialcondition,operatingresults,cashflows,liquidityandprospects.The risk factors in this

253、report are grouped into the following categories:Risks Relating to Our Financial Matters;Risks Relating to Our LNG Terminal Operations and Commercialization;Risks Relating to Our LNG Business in General;andRisks Relating to Our Business in General.Risks Relating to Our Financial MattersOur existing

254、level of cash resources and significant debt could cause us to have inadequate liquidity and could materially andadversely affect our business,contracts,financial condition,operating results,cash flow,liquidity and prospects.As of December 31,2019,we had$2.5 billion of cash and cash equivalents,$520

255、 million of current restricted cash and$31.5 billion of total debt outstanding on a consolidated basis(before unamortized premium,discount and debt issuance costs),excluding$1.5 billion aggregate outstanding letters of credit.We incur,and will incur,significant interest expense relating to theassets

256、 at the Sabine Pass and Corpus Christi LNG terminals,and we anticipate needing to incur additional debt to finance theconstruction of Corpus Christi Stage 3.Our ability to fund our capital expenditures and refinance our indebtedness will dependon our ability to access additional project financing as

257、 well as the debt and equity capital markets.A variety of factors beyondour control could impact the availability or cost of capital,including domestic or international economic conditions,increases inkey benchmark interest rates and/or credit spreads,the adoption of new or amended banking or capita

258、l market laws or regulationsand the repricing of market risks and volatility in capital and financial markets.Our financing costs could increase or futureborrowings or equity offerings may be unavailable to us or unsuccessful,which could cause us to be unable to pay or refinanceour indebtedness or t

259、o fund our other liquidity needs.We also rely on borrowings under our credit facilities to fund our capitalexpenditures.If any of the lenders in the syndicates backing these facilities was unable to perform on its commitments,we mayneed to seek replacement financing,which may not be available as nee

260、ded,or may be available in more limited amounts or onmore expensive or otherwise unfavorable terms.We have not always been profitable historically.We may not achieve profitability or generate positive operating cash flow inthe future.We had net loss attributable to common stockholders of$393 million

261、 for the year ended December 31,2017 and had lossesin prior years.In the future,we may incur operating losses and experience negative operating cash flow.We may not be able toreduce costs,increase revenues or reduce our debt service obligations sufficiently to maintain our cash resources,which could

262、cause us to have inadequate liquidity to continue our business.We will continue to incur significant capital and operating expenditures while we develop and construct the LiquefactionProjects,Corpus Christi Stage 3 and other projects.Any delays beyond the expected development period for these projec

263、ts couldcause operating losses and negative operating cash flows.Our future liquidity may also be affected by the timing of constructionfinancing availability in relation to the incurrence of construction costs and other outflows and by the timing of receipt of cashflows under third-party agreements

264、 in relation to the incurrence of project and operating expenses.Moreover,many factors(including factors beyond our control)could result in a disparity between liquidity sources and cash needs,including factors suchasconstructiondelaysandbreachesofagreements.Ourabilitytogenerateanysignificantpositiv

265、eoperatingcashflowandachieveprofitability in the future is dependent on our ability to successfully and timely complete and operate the applicable project.20We may sell equity or equity-related securities or assets,including equity interests in Cheniere Partners.Such sales coulddilute our stockholde

266、rsproportionate indirect interests in our assets,business operations and proposed liquefaction and otherprojects of Cheniere Partners or other subsidiaries,and could adversely affect the market price of our common stock.We have historically pursued a number of alternatives in order to finance the co

267、nstruction of our Trains,including potentialissuances and sales of additional equity or equity-related securities by us or Cheniere Partners.Such sales,in one or moretransactions,coulddiluteourstockholdersproportionateindirectinterestsinourassets,businessoperationsandproposedprojectsof Cheniere Part

268、ners,including the SPLProject,or in other subsidiaries or projects,including the CCLProject.In addition,suchsales,or the anticipation of such sales,could adversely affect the market price of our common stock.Our stockholders may experience dilution upon the conversion of our convertible notes.In Nov

269、ember 2014,we issued an aggregate principal amount of$1.0 billion Convertible Unsecured Notes due 2021(the“2021 Cheniere Convertible Unsecured Notes”)to RRJ Capital II Ltd,Baytree Investments(Mauritius)Pte Ltd and SeatownLionfish Pte.Ltd.In March 2015,we issued$625 million aggregate principal amount

270、 of 4.25%Convertible Senior Notes due2045(the“2045 Cheniere Convertible Senior Notes”)to certain investors through a registered direct offering.In May 2015,CCHHoldCo II issued$1.0 billion aggregate principal amount of 11.0%Convertible Senior Secured Notes due 2025(the“2025 CCHHoldCo II Convertible S

271、enior Notes”and together with the 2021 Cheniere Convertible Unsecured Notes and the 2045 CheniereConvertible Senior Notes,the“Convertible Notes”)to EIG Management Company,LLC.We have the option to satisfy the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible SeniorNotes con

272、version obligations with cash,common stock or a combination thereof.The 2025 CCH HoldCo II Convertible SeniorNotes conversion obligations must be satisfied with common stock.The 2021 Cheniere Convertible Unsecured Notes areconvertible at an initial conversion price of$93.64.Prior to December 15,2044

273、,the 2045 Cheniere Convertible Senior Notes willbe convertible upon the occurrence of certain conditions,and on and after such date they will become freely convertible.The2045 Cheniere Convertible Senior Notes will become convertible into the common stock of Cheniere at an initial conversion priceof

274、$138.38 per share.Provided the total market capitalization of Cheniere at that time is not less than$10.0 billion and certainother conditions are satisfied,the 2025 CCH HoldCo II Convertible Senior Notes will be convertible at CCH HoldCo IIs optionon or after March 1,2020(the“Eligible Conversion Dat

275、e”).The conversion price for 2025 CCH HoldCo II Convertible SeniorNotesconvertedatCCHHoldCoIIsoptionisthelowerof(1)a10%discounttotheaverageofthedailyvolume-weightedaverageprice(“VWAP”)of our common stock for the 90 trading day period prior to the date on which notice of conversion is providedand(2)a

276、10%discounttotheclosingpriceofourcommonstockonthetradingdayprecedingthedateonwhichnoticeofconversionis provided.At the option of the holders,the 2025 CCH HoldCo II Convertible Senior Notes are convertible on or after the six-month anniversary of the Eligible Conversion Date,provided the total market

277、 capitalization of Cheniere at that time is not lessthan$10.0 billion and certain other conditions are satisfied,at a conversion price equal to the average of the daily VWAP of ourcommon stock for the 90 trading day period prior to the date on which notice of conversion is provided.Theconversionofso

278、meoralloftheConvertibleNotesintosharesofourcommonstockwilldilutetheownershippercentagesand voting power of our existing stockholders.Based on the initial conversion price,if we elect to satisfy the entire conversionobligations of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Co

279、nvertible Senior Notes with commonstock,an aggregate of approximately 19.1 million shares of our common stock would be issued upon the conversion,assumingthe notes are converted at maturity and all interest on the notes is paid in kind for the 2021 Cheniere Convertible Unsecured Notes.Because the co

280、nversion rate for the 2025 CCH HoldCo II Convertible Senior Notes will depend on the price of our common stockatthetimeofconversion,wecannotmeaningfullyestimatethenumberofsharesofourcommonstock,ifany,thatwouldbeissuedupontheconversionofsuchnotes;however,undertheseconvertiblenotes,amaximumof47,108,46

281、6sharesofourcommonstock(subject to adjustment in the event of a stock split)may be issued in the aggregate upon the conversion of all of the 2025 CCHHoldCo II Convertible Senior Notes.Any sales in the public market of the shares issuable upon conversion of the ConvertibleNotescouldadverselyaffectthe

282、prevailingmarketpricesofourcommonstock.Inaddition,theexistenceoftheConvertibleNotesmay encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy shortpositions,or the anticipated conversion of the Convertible Notes into shares of our comm

283、on stock could depress the price of ourcommon stock.21Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that wehaveenteredinto,andwecouldbemateriallyandadverselyaffectedifanycustomerfailstoperformitscontractualobligationsfor any reaso

284、n.Our future results and liquidity are substantially dependent upon performance by our customers to make payments underlong-term contracts.As of December 31,2019,SPL had SPAs with eight third-party customers,CCL had SPAs with nine third-party customers and our integrated marketing function had a lim

285、ited number of SPAs with third-party customers.In addition,SPLNG had TUAs with two third-party customers.We are dependent on each customers continued willingness and ability toperform its obligations under its SPAor TUA.We are exposed to the credit risk of any guarantor of these customersobligations

286、under their respective agreements in the event that we must seek recourse under a guaranty.If any customer fails to perform itsobligationsunderitsSPAorTUA,ourbusiness,contracts,financialcondition,operatingresults,cashflow,liquidityandprospectscould be materially and adversely affected,even if we wer

287、e ultimately successful in seeking damages from that customer or itsguarantor for a breach of the agreement.Each of our customer contracts is subject to termination under certain circumstances.Each of the SPAs contains various termination rights allowing our customers to terminate their SPAs,includi

288、ng,withoutlimitation:(1)upon the occurrence of certain events of force majeure;(2)if we fail to make available specified scheduled cargoquantities;and(3)delays in the commencementof commercialoperations.We may not be able to replace these SPAs on desirableterms,or at all,if they are terminated.Eacho

289、fSPLNGslong-termTUAscontainsvariousterminationrights.Forexample,eachcustomermayterminateitsTUAiftheSabinePassLNGterminalexperiencesaforcemajeuredelayforlongerthan18months,failstoredeliveraspecifiedamountof natural gas in accordance with the customers redelivery nominations or fails to accept and unl

290、oad a specified number of thecustomers proposed LNG cargoes.SPLNG may not be able to replace these TUAs on desirable terms,or at all,if they areterminated.Oursubsidiariesmayberestrictedunderthetermsoftheirindebtednessfrommakingdistributionsundercertaincircumstances,which may limit Cheniere Partnersa

291、bility to pay or increase distributions to us or inhibit our access to cash flows from theCCL Project and could materially and adversely affect us.The agreements governing our subsidiaries indebtedness restrict payments that our subsidiaries can make to ChenierePartners or us in certain events and l

292、imit the indebtedness that our subsidiaries can incur.For example,SPL is restricted frommaking distributions under agreements governing its indebtedness generally until,among other requirements,deposits are madeinto debt service reserve accounts and a debt service coverage ratio of 1.25:1.00 is sati

293、sfied.CCH is generally restricted from making distributions under agreements governing its indebtedness until,among otherrequirements,thecompletionoftheconstructionofTrains1through3oftheCCLProject,fundingofadebtservicereserveaccountequaltosixmonthsofdebtserviceandachievingahistoricaldebtservicecover

294、ageratioandfixedprojecteddebtservicecoverageratio of at least 1.25:1.00.CCH HoldCo II is restricted from making distributions to Cheniere under agreements governing its indebtedness generallyuntil,among other requirements,a historical debt service coverage ratio and a projected fixed debt services c

295、overage ratio of1.20:1.00 are achieved.Our subsidiariesinability to pay distributions to Cheniere Partners or us or to incur additional indebtedness as a result ofthe foregoing restrictions in the agreements governing their indebtedness may inhibit Cheniere Partnersability to pay or increasedistribu

296、tions to us and its other unitholders or inhibit our access to cash flows from the CCLProject,which could have a materialadverse effect on our business,contracts,financial condition,operating results,cash flow,liquidity and prospects.22Restrictionsinagreementsgoverningusandoursubsidiariesindebtednes

297、smaypreventusandoursubsidiariesfromengagingin certain beneficial transactions.In addition to restrictions on the ability of us,Cheniere Partners,SPL,CCH and CCH HoldCo II to make distributions orincur additional indebtedness,the agreements governing our indebtedness also contain various other covena

298、nts that may preventus from engaging in beneficial transactions,including limitations on our ability to:make certain investments;purchase,redeem or retire equity interests;issue preferred stock;sell or transfer assets;incur liens;enter into transactions with affiliates;consolidate,merge,sell or leas

299、e all or substantially all of our assets;andenter into sale and leaseback transactions.Our use of hedging arrangements may adversely affect our future operating results or liquidity.To reduce our exposure to fluctuations in the price,volume and timing risk associated with the purchase of natural gas

300、,weusefutures,swapsandoptioncontractstradedorclearedontheIntercontinentalExchangeandtheNewYorkMercantileExchangeor over-the-counter options and swaps with other natural gas merchants and financial institutions.Hedging arrangements couldexpose us to risk of financial loss in some circumstances,includ

301、ing when:expected supply is less than the amount hedged;the counterparty to the hedging contract defaults on its contractual obligations;orthere is a change in the expected differential between the underlying price in the hedging agreement and actual pricesreceived.Theuse ofderivatives alsomayrequir

302、etheposting ofcashcollateralwithcounterparties,which canimpact workingcapitalwhen commodity prices change.The regulatory and other provisions of the Dodd-FrankAct and the rules adopted thereunder and other regulations,includingEMIR and REMIT,could adversely affect our ability to hedge risks associat

303、ed with our business and our operating results andcash flows.The provisions of the Dodd-Frank Act and the rules adopted and to be adopted by the CFTC,the SEC and other federalregulators establishing federal regulation of the OTC derivatives market and entities like us that participate in that market

304、 mayadversely affect our ability to manage certain of our risks on a cost effective basis.Such laws and regulations may also adverselyaffect our ability to execute our strategies with respect to hedging our exposure to variability in expected future cash flowsattributable to the future sale of our L

305、NG inventory and to price risk attributable to future purchases of natural gas to be utilizedas fuel to operate our LNG terminals and to secure natural gas feedstock for our liquefaction facilities.The CFTC has re-proposed position limits rules that would modify and expand the applicability of posit

306、ion limits on theamounts of certain speculative futures contracts,as well as economically equivalent options,futures and swaps for or linked tocertain physical commodities,including Henry Hub natural gas,that market participants may hold,subject to limited exemptionsfor certain bona fide hedging pos

307、itions and other types of transactions.To the extent the revised CFTC position limits proposalbecomes final,our ability to execute our hedging strategies described above could be limited.It is uncertain at this time whether,when and in what form the CFTCs proposed new position limits rules may becom

308、e final and effective.UndertheDodd-FrankActandtherulesadoptedthereunder,certainswapsmayberequiredtobeclearedthroughaderivativesclearing organization.While the CFTC has designated certain interest rate swaps and index credit default swaps for mandatoryclearing,it has not yet finalized rules designati

309、ng any physical commodity swaps,for mandatory clearing or mandatory exchangetrading.Further,we qualify for the end-user exception from the mandatory clearing and trade execution requirements for our23swaps entered into to hedge our commercial risks.If we fail to qualify for that exception as to any

310、swap we enter into and haveto clear that swap through a derivatives clearing organization,we could be required to post margin(or post higher margin than ifwe entered into an uncleared OTC swap)with respect to such swap,our cost of entering into and maintaining such swap couldincrease and we would no

311、t enjoy the same flexibility with the cleared swaps that we enjoy with the uncleared OTC swaps we enterinto.Moreover,the application of the mandatory clearing and trade execution requirements to other market participants,such asswap dealers,may change the market cost and general availability in the

312、market of swaps of the type we enter into to hedge ourcommercial risks and,thus,the cost and availability of the swaps that we use for hedging.As required by the Dodd-FrankAct,the CFTC and federal banking regulators have adopted rules to require certain marketparticipants to collect and post initial

313、 and/or variation margin with respect to uncleared swaps from their counterparties that arefinancial end users and certain registered swap dealers and major swap participants.Although we believe we will not be requiredto post margin with respect to any uncleared swaps we enter into in the future,wer

314、e we required to post margin as to our unclearedswaps in the future,our cost of entering into and maintaining swaps would be increased.Our counterparties that are subject tothe regulations imposing the Basel III capital requirements on them may increase the cost to us of entering into swaps with the

315、mor,although not required to collect margin from us under the margin rules,contractually require us to post collateral with them inconnection with such swaps in order to offset their increased capital costs or to reduce their capital costs to maintain those swapson their balance sheets.TheDodd-Frank

316、Actalsoimposesotherregulatoryrequirementsonswapsmarketparticipants,includingendusersofswaps,such as regulations relating to swap documentation,reporting and recordkeeping,and certain business conduct rules applicable toswap dealers and major swap participants.Together with the Basel III capital requ

317、irements on certain swaps market participants,the regulatory requirements of the Dodd-FrankAct and the rules thereunder relating to swaps and derivatives market participantscouldsignificantlyincreasethecostofderivativecontracts(includingthroughrequirementstopostmarginorcollateral),materiallyalter th

318、e terms of derivative contracts,reduce the availability of derivatives to protect against certain risks that we encounter andreduce our ability to monetize or restructure our existing derivative contracts and to execute our hedging strategies.If,as a resultof the swaps regulatory regime discussed ab

319、ove,we were to reduce our use of swaps to hedge our risks,such as commodity pricerisks that we encounter in our operations,our operating results and cash flows may become more volatile and could be otherwiseadversely affected.The Federal Reserve Board also has proposed rules that would limit certain

320、 physical commodity activities of financialholding companies.Such rules,if adopted,may adversely affect our ability to execute our strategies by restricting our availablecounterparties for certain types of transactions,limiting our ability to obtain certain services,and reducing liquidity in physica

321、land financial markets.It is uncertain at this time whether,when and in what form the Federal Reserves proposed rules regardingfinancial holding companies may become final and effective.European and UK-specific regulations,including but not limited to EMIR,MiFID II,REMIT,MAR,FSMA and RAO,govern our

322、trading activities and our compliance with such laws may result in increased costs and risks to the business similar totheimpactsstatedabovewithrespecttotheDodd-FrankAct.Theincreasedcostsmayalsohaveanadverseimpactonourbusiness,contracts,financial condition,operating results,cash flow,liquidity and p

323、rospects.Further,any violation of the foregoing lawsand regulations could result in investigations,and possible fines and penalties,and in some scenarios,criminal offenses.Further,given the current lack of clarity relating to how UK and EU financial and commodity market regulatory regimeswill intera

324、ct following the UKs withdrawal from the EU on January 31,2020,including the impact such withdrawal will have onparties subject to the referenced regulations,additional regulatory risks may result.However,until negotiations between the UKand EU are completed during the transition period,which is cur

325、rently scheduled to expire on December 31,2020,it is impossibleat this point to address with certainty the impact of Brexit on our operations.Weexpectthatourhedgingactivitieswillremainsubjecttosignificantanddevelopingregulationsandregulatoryoversight.However,the full impact of the various U.S.(and n

326、on-U.S.)regulatory developments in connection with these activities will notbeknownwithcertaintyuntilsuchderivativesmarketregulationsarefullyimplementedandrelatedmarketpracticesandstructuresare fully developed.24Risks Relating to Our LNG Terminal Operations and CommercializationOperation of the Sabi

327、ne Pass LNG terminal,the Liquefaction Projects,our pipelines and other facilities that we may constructinvolves significant risks.As more fully discussed in these Risk Factors,the Sabine Pass LNG terminal,the Liquefaction Projects,our pipelines andour other existing and proposed LNG facilities face

328、operational risks,including the following:the facilitiesperforming below expected levels of efficiency;breakdown or failures of equipment;operational errors by vessel or tug operators;operational errors by us or any contracted facility operator;labor disputes;andweather-related interruptions of oper

329、ations.Cost overruns and delays in the completion of one or more Trains,as well as difficulties in obtaining sufficient financing topay for such costs and delays,could have a material adverse effect on our business,contracts,financial condition,operatingresults,cash flow,liquidity and prospects.Thea

330、ctualconstructioncostsoftheTrainsmaybesignificantlyhigherthanourcurrentestimatesasaresultofmanyfactors,including change orders under existing or future EPC contracts resulting from the occurrence of certain specified events that maygive Bechtel the right to cause us to enter into change orders or re

331、sulting from changes with which we otherwise agree.We havealready experienced increased costs due to change orders.As construction progresses,we may decide or be forced to submitchangeorderstoourcontractorthatcouldresultinlongerconstructionperiods,higherconstructioncostsorboth,includingchangeorders

332、to comply with existing or future environmental or other regulations.Delays in the construction of one or more Trains beyond the estimated development periods,as well as change orders tothe EPC contracts with Bechtel or any future EPC contract related to additional Trains,could increase the cost of

333、completionbeyond the amounts that we estimate,which could require us to obtain additional sources of financing to fund our operations untiltheapplicableliquefaction project isfullyconstructed(whichcould causefurtherdelays).Ourability toobtainfinancing thatmaybe needed to provide additional funding to cover increased costs will depend,in part,on factors beyond our control.Accordingly,we may not be