Legislature(2015 - 2016)HOUSE FINANCE 519

10/30/2015 01:30 PM House FINANCE

Note: the audio and video recordings are distinct records and are obtained from different sources. As such there may be key differences between the two. The audio recordings are captured by our records offices as the official record of the meeting and will have more accurate timestamps. Use the icons to switch between them.

Download Mp3. <- Right click and save file as

Audio Topic
01:30:24 PM Start
01:31:08 PM HB3001
01:33:59 PM Presentation: Alaska Lng Fueling Alaska's Future Project Update - by Exxonmobil Development Company
03:45:22 PM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= HB3001 APPROP: LNG PROJECT & FUND/AGDC/SUPP. TELECONFERENCED
Heard & Held
TransCanada Buyout Proposal
Presentation by Steve Butt, Senior Project
Manager, ExxonMobil Development Company,
AKLNG Project Senior Team Member
                  HOUSE FINANCE COMMITTEE                                                                                       
                   THIRD SPECIAL SESSION                                                                                        
                     October 30, 2015                                                                                           
                         1:30 p.m.                                                                                              
                                                                                                                                
1:30:24 PM                                                                                                                    
                                                                                                                                
CALL TO ORDER                                                                                                                 
                                                                                                                                
Co-Chair Neuman called the House Finance Committee meeting                                                                      
to order at 1:30 p.m.                                                                                                           
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Representative Mark Neuman, Co-Chair                                                                                            
Representative Steve Thompson, Co-Chair                                                                                         
Representative Dan Saddler, Vice-Chair                                                                                          
Representative Bryce Edgmon                                                                                                     
Representative Les Gara                                                                                                         
Representative Lynn Gattis                                                                                                      
Representative David Guttenberg                                                                                                 
Representative Scott Kawasaki                                                                                                   
Representative Cathy Munoz                                                                                                      
Representative Lance Pruitt                                                                                                     
Representative Tammie Wilson                                                                                                    
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
None                                                                                                                            
                                                                                                                                
ALSO PRESENT                                                                                                                  
                                                                                                                                
Steve Butt,  Senior Project Manager,  ExxonMobil Development                                                                    
Company; Representative Andy  Josephson; Representative Paul                                                                    
Seaton;  Representative  Lora Reinbold;  Representative  Liz                                                                    
Vazquez;   Representative   Cathy   Tilton;   Representative                                                                    
Shelley  Hughes; Representative  Geran Tarr;  Representative                                                                    
Jim Colver; Representative Dave Talerico.                                                                                       
                                                                                                                                
SUMMARY                                                                                                                       
                                                                                                                                
HB 3001   APPROP: LNG PROJECT & FUND/AGDC/SUPP.                                                                                 
                                                                                                                                
          HB 3001 was HEARD and HELD in committee for                                                                           
          further consideration.                                                                                                
                                                                                                                                
PRESENTATION:  ALASKA LNG  FUELING  ALASKA'S FUTURE  PROJECT                                                                    
UPDATE - BY EXXONMOBIL DEVELOPMENT COMPANY                                                                                      
                                                                                                                                
1:31:08 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman reviewed the agenda for the day.                                                                                
                                                                                                                                
House Bill No. 3001                                                                                                           
                                                                                                                                
     "An  Act  making  supplemental  appropriations;  making                                                                    
     appropriations    to     capitalize    funds;    making                                                                    
     appropriations  to the  general  fund  from the  budget                                                                    
     reserve  fund (art.  IX, sec.  17, Constitution  of the                                                                    
     State of Alaska) in accordance  with sec. 12(c), ch. 1,                                                                    
     SSSLA 2015; and providing for an effective date."                                                                          
                                                                                                                                
1:31:33 PM                                                                                                                    
                                                                                                                                
^PRESENTATION:  ALASKA LNG  FUELING ALASKA'S  FUTURE PROJECT                                                                  
UPDATE - BY EXXONMOBIL DEVELOPMENT COMPANY                                                                                    
                                                                                                                                
STEVE BUTT,  SENIOR PROJECT MANAGER,  EXXONMOBIL DEVELOPMENT                                                                    
COMPANY,  introduced  himself  and   provided  some  of  his                                                                    
background.  He stated  that as  the senior  project manager                                                                    
for the  Alaska's Liquefied Natural  Gas Project  (AKLNG) he                                                                    
worked for the companies  that formed the project, including                                                                    
the  state.   He  relayed   that  AKLNG   was  fundamentally                                                                    
different because it had the  state as partner. He explained                                                                    
that  the state  had  converted a  derivative  claim on  the                                                                    
revenues  from production  on the  North Slope  into its  25                                                                    
percent share of the project  to align the gas equity shares                                                                    
from the  slope shares to  the project shares.  He continued                                                                    
that the state  paid for 25 percent of the  project cost. He                                                                    
mentioned  a  recent  project update  given  in  Palmer.  He                                                                    
encouraged  questions  from  the committee,  and  wanted  to                                                                    
engage in dialogue.                                                                                                             
                                                                                                                                
1:33:59 PM                                                                                                                    
                                                                                                                                
Representative  Gara  thanked  Mr. Butt  for  attending  the                                                                    
meeting  and queried  Mr. Butt's  rank in  the organization.                                                                    
Mr. Butt  stated that  in Qatar he  was responsible  for the                                                                    
startup of  the largest LNG  trains in the world,  and Exxon                                                                    
was the  largest builder and  operator of LNG in  the world.                                                                    
Exxon  was actively  pursuing about  three  LNG projects  in                                                                    
different  parts of  the world,  and  AKLNG was  by far  the                                                                    
largest. He  conveyed the chain  of command relative  to his                                                                    
position in the company.                                                                                                        
                                                                                                                                
Mr.  Butt introduced  the  PowerPoint Presentation:  "Alaska                                                                    
LNG Fueling Alaska's Future" (copy  on file). He stated that                                                                    
he was  one of about  3,500 people involved in  the project,                                                                    
in addition to several hundred contractors.                                                                                     
                                                                                                                                
1:36:10 PM                                                                                                                    
                                                                                                                                
Mr.  Butt directed  the committee's  attention  to slide  2:                                                                    
"Alaska  LNG -  Project Overview."  He explained  that there                                                                    
were two anchor  fields on the North Slope,  Prudhoe Bay and                                                                    
Point Thomson; which should be  starting production early in                                                                    
2016. Prudhoe Bay held the majority  of the known gas on the                                                                    
North Slope,  with about three-quarters  of the  32 trillion                                                                    
to 35 trillion cubic feet of  gas between the two fields. He                                                                    
discussed the Point Thomson gas  expansion, and relayed that                                                                    
operators were working on drilling  the 17 well, (a step-out                                                                    
well),  with   two  other   wells  completed.   He  directed                                                                    
attention to  a photo of  operators bringing in  the modules                                                                    
that  would  do the  compression  and  provide about  10,000                                                                    
barrels  a  day  of  condensate. He  discussed  the  parties                                                                    
comprising  the  Point  Thomson  operators:  ExxonMobil  (62                                                                    
percent), BP  (30 percent), and ConocoPhillips  (5 percent).                                                                    
The operators  had invested  about $4  billion to  bring the                                                                    
Point  Thomson  project  online,  and  had  a  great  safety                                                                    
record.                                                                                                                         
                                                                                                                                
Mr. Butt  discussed the  importance of  Prudhoe Bay,  due to                                                                    
its  size and  being the  site for  the CO2  which would  be                                                                    
processed.  He would  try to  provide information  about the                                                                    
potential success  of the project. He  directed attention to                                                                    
a photo  of the central  gas facility at Prudhoe  Bay, where                                                                    
AKLNG  would  tie  in  to  get the  gas  for  treatment.  He                                                                    
explained that  the Prudhoe  Bay operator  had used  the gas                                                                    
for  reinjection  to keep  the  pressure  in the  oil  line.                                                                    
Prudhoe  Bay had  produced between  7 billion  to 9  billion                                                                    
cubic feet  of gas per day  for forty years. He  shared that                                                                    
the Prudhoe Bay and  Point Thomson operator had successfully                                                                    
worked with  the Alaska Oil and  Gas Conservation Commission                                                                    
(AOGCC) to  secure permission for  gas export for  the first                                                                    
time.  He  furthered  that  a  facet  of  the  decision  was                                                                    
permission to take  CO2 coming out of the  AKLNG project and                                                                    
reinject it  back into the  Prudhoe Bay field.  He discussed                                                                    
the large  amount of CO2  present in the Prudhoe  Bay field,                                                                    
and compared it to other  LNG project source fields, most of                                                                    
which  had much  less quantity.  The CO2  processing was  an                                                                    
enormous undertaking which  added to the expense  of the gas                                                                    
treatment plant, and  would cost the project  $10 billion to                                                                    
$12  billion. He  described  the process  by  which the  gas                                                                    
could  be  returned  to  the  ground,  after  an  extraction                                                                    
process at a treatment facility.                                                                                                
                                                                                                                                
1:41:37 PM                                                                                                                    
                                                                                                                                
Mr. Butt discussed the integration  of the AKLNG project and                                                                    
the  fields,  and  suggested that  it  was  a  fundamentally                                                                    
different construct  than traditional pipeline  projects. In                                                                    
a traditional  pipeline project such as  the Alaska Pipeline                                                                    
Project (APP) and the Alaska  Gas Pipeline (Denali), Federal                                                                    
Energy  Regulatory  Commission (FERC)  regulations  dictated                                                                    
that the people  who built the pipeline were  unable to talk                                                                    
to the people who sourced  the gas because it was considered                                                                    
an  anti-competitive  act.  Since AKLNG  was  an  integrated                                                                    
project  for export,  under FERC  Section 3  all parties  in                                                                    
AKLNG   (who   owned   the   resource   as   well   as   the                                                                    
infrastructure) were  allowed to communicate,  which allowed                                                                    
for  beneficial  project   integration  and  extensive  cost                                                                    
savings.  He highlighted  the importance  of  how AKLNG  was                                                                    
different  than  its  predecessors,  and  thought  the  most                                                                    
fundamental difference was how  the project was designed for                                                                    
a  higher   level  of  integration   and  higher   level  of                                                                    
alignment.                                                                                                                      
                                                                                                                                
Mr.  Butt  continued  discussing   slide  2,  informing  the                                                                    
committee that  once AKLNG brought  the gas in  for cleaning                                                                    
and  treatment,  production  would equal  approximately  3.3                                                                    
billion cubic  feet per day, or  about 15 times as  much gas                                                                    
as the  state of  Alaska used. The  gas would  provide fuel,                                                                    
in-state gas needs, and at  the bottom of the pipeline there                                                                    
would be about 2.5 billion  cubic feet available for export.                                                                    
The pipeline  would move the  gas between the  treatment and                                                                    
the  liquefaction  plant  and  was 800  miles  long  with  a                                                                    
confirmed route. He  discussed the size of  the pipeline and                                                                    
related  that  the  project  had   focused  on  the  42-inch                                                                    
pipeline  after research  indicated it  was sufficient.  The                                                                    
state had requested  that the AKLNG project  review a larger                                                                    
diameter (48-inch)  pipeline. The  project had  received the                                                                    
42-inch pipe materials for testing  from a mill in the Lower                                                                    
48,  and the  48-inch  pipe materials  were  ordered from  a                                                                    
pipeline  in Asia.  He noted  that AKLNG  was continuing  to                                                                    
work with  Lower 48 suppliers to  see if a company  could be                                                                    
found  to  make  48-inch  pipe,  which as  of  yet  was  not                                                                    
possible.                                                                                                                       
                                                                                                                                
1:44:37 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman asked  if there were projects  in the United                                                                    
States  that had  used 48-inch  pipe. Mr.  Butt stated  that                                                                    
there  were two  that  he  knew of.  He  thought there  were                                                                    
additional  factors to  consider than  just the  diameter of                                                                    
the  pipeline.  He  asserted that  the  AKLNG  pipeline  was                                                                    
different  than  any  other   pipeline  in  the  world;  and                                                                    
consisted of five  different types of pipeline  based on the                                                                    
presence    of    continuous    permafrost,    discontinuous                                                                    
permafrost,  and  other  geologic factors  in  the  pipeline                                                                    
route. He  discussed the strain-based  line that  was needed                                                                    
to span  the area  between the Brooks  Range and  the Alaska                                                                    
Range.  The project's  42-inch  line was  22  to 25  percent                                                                    
heavier  than any  other 42-inch  pipeline  built. If  AKLNG                                                                    
were  to go  to a  48-inch pipeline,  it would  be 60  to 65                                                                    
percent  heavier  than  any  other  48-inch  pipeline  built                                                                    
because the  wall thickness was  so great due to  high rates                                                                    
and pressures  on the line.  He relayed that every  joint of                                                                    
the pipe  had to be  custom made  and custom formed  from 4-                                                                    
foot wide  pieces of  plate steel; after  which it  would be                                                                    
moved, coated, welded, joined, and set in the ground.                                                                           
                                                                                                                                
1:48:11 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman  remarked that there had  been amendments to                                                                    
SB 138 to  account for the cost of upgrades  to highways and                                                                    
bridges that would handle the  extreme weight of the project                                                                    
materials. Mr. Butt agreed, and  stated that the effects and                                                                    
expense were open  for analysis and review.  He relayed that                                                                    
the preliminary front-end  engineering and design (Pre-FEED)                                                                    
stage  of  the  project  would include  testing  of  project                                                                    
execution  capabilities  (infrastructure), and  the  project                                                                    
had regular meetings and discussions  with the Department of                                                                    
Transportation   and  Public   Facilities  to   discuss  the                                                                    
ramifications. He  did not think  the issues  were resolved,                                                                    
and thought  they needed  further examination.  He discussed                                                                    
the different  transportation needs for the  two pipe sizes,                                                                    
and specified that it would  take approximately 150 thousand                                                                    
truckloads of pipe to move  a 42-inch system, and would take                                                                    
230 thousand  truckloads to move 48-inch  pipe. He continued                                                                    
that  as the  project design  and size  of pipe  changed, so                                                                    
would the  potential effects  on transportation  systems. He                                                                    
summarized that  there was  still much  to be  discussed and                                                                    
decided   pertaining   to    mitigating   the   effects   on                                                                    
transportation.                                                                                                                 
                                                                                                                                
Co-Chair Neuman  asked about the potential  weight of trucks                                                                    
transporting  materials for  the project.  Mr. Butt  thought                                                                    
that the trucks  could handle 12,000 to  15,000 pounds each,                                                                    
depending upon  the size of  the truck  and the size  of the                                                                    
load. He added that the  weight calculations would be worked                                                                    
into project logistics studies.                                                                                                 
                                                                                                                                
Representative Gara  discussed the amount of  gas needed for                                                                    
reinjection  during oil  production. He  asked about  CO2 in                                                                    
lieu of gas being used to support oil production.                                                                               
                                                                                                                                
1:50:59 PM                                                                                                                    
                                                                                                                                
Mr.  Butt  responded that  the  gas  had  been used  by  the                                                                    
Prudhoe Bay operator to sustain  oil production for 4 years.                                                                    
He  clarified  that  the  practice  had  presumed  different                                                                    
ratios of  the amount of  oil and the  amount of gas  in the                                                                    
reservoir, and as the reservoir  had matured, there was much                                                                    
more gas  than oil. He stated  that there was no  benefit to                                                                    
putting  the CO2  back  in  the ground,  and  referred to  a                                                                    
practice in  West Texas where the  reinjected CO2 physically                                                                    
bonded to the oil and  reduced its viscosity, but utilized a                                                                    
different type  of oil. The  project did not think  it would                                                                    
use the  CO2 for  tertiary or  oil production  benefits, and                                                                    
the Prudhoe  Bay operators subsurface  teams had  looked the                                                                    
best way  to move  forward. The  project considered  the CO2                                                                    
for pressure  support, and thought  the ground was  the best                                                                    
place  for the  CO2 because  of a  potential greenhouse  gas                                                                    
effect. He  highlighted the importance  of the  AOGCC ruling                                                                    
that gave  the Prudhoe  Bay operator  the right  to reinject                                                                    
the CO2 in Prudhoe Bay.                                                                                                         
                                                                                                                                
1:52:50 PM                                                                                                                    
                                                                                                                                
Representative  Wilson asked  about the  quality of  the gas                                                                    
coming out of  the ground after having  been reinjected. Mr.                                                                    
Butt relayed that  the operators had been doing  a great job                                                                    
taking the gas  out of the ground, and putting  the gas back                                                                    
into  the ground;  and had  done  so almost  four times.  He                                                                    
discussed the concept of "stripping,"  which happened in the                                                                    
process  of  taking  the  gas out  of  the  ground,  whereby                                                                    
lighter  liquids associated  with the  gas were  removed and                                                                    
sold through  the Trans-Alaska  Pipeline System  (TAPS). The                                                                    
gas produced for  AKLNG was called "dry,"  indicating it had                                                                    
been stripped, and there was  no sellable product with in it                                                                    
such as butane or pentane.                                                                                                      
                                                                                                                                
1:54:43 PM                                                                                                                    
                                                                                                                                
Representative  Wilson   asked  if  the   stripping  process                                                                    
included propane.  Mr. Butt responded that  propane could be                                                                    
recovered  under  the  vapor pressure  limits  in  TAPS.  He                                                                    
stated that there was very  little propane in the gas; after                                                                    
being stripped,  blended with the  crude oil, and sold  as a                                                                    
blended stream. He discussed ethane,  which was also present                                                                    
but  was  difficult  to  remove from  the  gas.  He  thought                                                                    
knowledge  of the  gas composition  was another  factor that                                                                    
enhanced communication and was  favorable for success of the                                                                    
project;  and noted  that other  previous  projects did  not                                                                    
have the  same benefit  due to being  restricted by  FERC 7.                                                                    
The APP and  Denali gas treatment plants were  about a third                                                                    
bigger  than  the Prudhoe  Bay  plant,  to  the cost  of  an                                                                    
additional $2  billion. The  previous projects  had operated                                                                    
under  constraints  that  AKLNG   was  not  subject  to.  He                                                                    
discussed  the liquefaction  facility,  which  made the  gas                                                                    
cold  and  would   then  shrink  by  about   600  times  and                                                                    
facilitate  the   gas  for  export.  The   plant  was  built                                                                    
primarily for the benefit of  the reduction of volume of the                                                                    
fluid.                                                                                                                          
                                                                                                                                
1:57:30 PM                                                                                                                    
                                                                                                                                
Representative  Edgmon mentioned  a recent  article about  a                                                                    
giant  field discovery  in Egypt.  He thought  Mr. Butt  had                                                                    
mentioned  the advantage  of knowledge  of the  gas content,                                                                    
which  would  provide  greater  certainty  regarding  future                                                                    
business contracts.  Mr. Butt  explained that  the certainty                                                                    
was  more related  to  the location  of  the gas,  therefore                                                                    
additional well drilling was not  needed. As long as Prudhoe                                                                    
Bay continued  to operate  well, there would  be a  good oil                                                                    
stream and  operation providing the  gas. He  continued that                                                                    
AKLNG  as  an  infrastructure was  very  expensive,  however                                                                    
accessing the gas to fill  the infrastructure was relatively                                                                    
cheap. The benefit was the certainty and the cost.                                                                              
                                                                                                                                
1:58:58 PM                                                                                                                    
                                                                                                                                
Representative Guttenberg  discussed the  time span  of TAPS                                                                    
and  mentioned   the  relationship  with  Alyeska   and  the                                                                    
development  of  the  North  Slope,  which  he  thought  was                                                                    
unique. He inquired about the  differences in facilitating a                                                                    
final product  with four project partners.  Mr. Butt thought                                                                    
that  the  TAPS owners  and  equity  participants were  very                                                                    
different than  the AKLNG ownership  equities in  the fields                                                                    
that provided  the product. He  referred to  transfer points                                                                    
at the  ends of  the pipeline, where  the product  was being                                                                    
sold from  one group  of investors to  a different  group of                                                                    
investors. He asserted that every  time there was a transfer                                                                    
point in a system there  was taxable events, questions about                                                                    
value transfer,  and often there  was value leakage.  If the                                                                    
amount  of  gas  owned  at  the  top  of  the  pipeline  was                                                                    
equivalent  to  the amount  of  project  they owned  in  the                                                                    
middle,  there  would  not  be   value  transfer  points  or                                                                    
opportunities  for value  leakage.  Rather,  AKLNG would  be                                                                    
physically  connecting the  equity shares  of the  fields in                                                                    
the North Slope  to the buyers. He referred  to AKLNG having                                                                    
learned  from  TAPS,  and discussed  past  litigation  about                                                                    
values and points  of difference with regard  to what should                                                                    
have  been  done  differently. In  consequence,  the  system                                                                    
would  ensure that  the parties  involved in  AKLNG did  not                                                                    
need  to  go  through  points of  value  transfer  or  value                                                                    
leakage.                                                                                                                        
                                                                                                                                
2:01:34 PM                                                                                                                    
                                                                                                                                
Representative  Guttenberg  mentioned  that  AGDC  had  been                                                                    
asked quite  a few questions  about setting up  a subsidiary                                                                    
corporation  to do  certain things.  He  referred to  mixing                                                                    
project  funds in  different  proportions  and wondered  how                                                                    
many would be needed order for AKLNG to operate.                                                                                
                                                                                                                                
Mr. Butt  thought that it was  the state's choice as  to how                                                                    
it wanted  its project  shares represented. He  thought that                                                                    
simpler project structures were  better, and highlighted the                                                                    
importance  of  having  all  the  project  partners  working                                                                    
together.                                                                                                                       
                                                                                                                                
2:02:54 PM                                                                                                                    
                                                                                                                                
Representative Guttenberg  noted that  in some cases  he had                                                                    
seen project sponsors invest in  different components of the                                                                    
project, at times through a  financing company or subsidiary                                                                    
corporation. He wondered  if the practice was  typical for a                                                                    
project such as AKLNG.                                                                                                          
                                                                                                                                
Mr. Butt responded in the  negative, and suggested that what                                                                    
Representative  Guttenberg  had   described  was  a  complex                                                                    
system in  which many different  parties came in,  and could                                                                    
lead  to  value leakage.  He  iterated  that a  core  design                                                                    
element of AKLNG  was to try and understand  the state share                                                                    
of the gas, because the  three producers purchased the right                                                                    
to produce the hydrocarbon,  and preserved the right through                                                                    
continuing to operate consistent  with the leases. The state                                                                    
had  a derivative  right to  the revenues  generated by  the                                                                    
production. He  furthered that  the intent  of AKLNG  was to                                                                    
transfer the derivative  right into a volume of  gas so that                                                                    
the  four  parties  could  work  together.  He  thought  the                                                                    
scenario of  different parties paying for  different project                                                                    
components was  not consistent  with the  overriding concept                                                                    
of alignment that the project  was striving for, and did not                                                                    
promote  success.  He referred  to  the  very narrow  profit                                                                    
margins in the  LNG market, and reminded  the committee that                                                                    
the current price of LNG was  half that of the previous year                                                                    
at  the same  time. He  emphasized  that the  ability to  be                                                                    
successful  in   the  LNG   business  depended   upon  being                                                                    
efficient and keeping costs down.                                                                                               
                                                                                                                                
2:05:51 PM                                                                                                                    
                                                                                                                                
Co-Chair  Thompson  asked  how  the state  had  achieved  25                                                                    
percent equity  in the project.  Mr. Butt explained  that in                                                                    
2011 and 2012,  there was much discussion  regarding how the                                                                    
project might work. The project  partners had discussed past                                                                    
projects in  which the state  was not a  direct participant,                                                                    
and in which all four  parties were not participating at the                                                                    
same  time.  The past  projects  were  examined as  learning                                                                    
opportunities - none of the  projects had been effective and                                                                    
it was clear to the  partners that better alignment with the                                                                    
sovereign was needed. He noted  that successful LNG projects                                                                    
around  the world  had  the  state as  a  partner, and  gave                                                                    
examples of joint ventures. He  discussed tax structures and                                                                    
the  state's  royalty  claims  at   Prudhoe  Bay  and  Point                                                                    
Thomson, and relayed  that the combination of  claims on the                                                                    
revenue stream  added up to  21 or 22 percent.  Through many                                                                    
discussions  with   the  state  and  project   parties,  the                                                                    
derivative shares  were translated into  a gas share  of the                                                                    
AKLNG project.                                                                                                                  
                                                                                                                                
Co-Chair Thompson asked if there  was 3 percent added to the                                                                    
states share  to make the  total equal 25 percent.  Mr. Butt                                                                    
replied  that  25  percent  was   a  little  more  than  the                                                                    
derivative shares had  added up to, and the  amount was part                                                                    
of  the negotiation  process to  have all  parties ready  to                                                                    
move forward.                                                                                                                   
                                                                                                                                
2:08:04 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Saddler  asked  about a  royalty  in-kind  (RIK)                                                                    
decision, and wondered (from Exxon's  perspective) if it was                                                                    
essential  to  the  progress  of  the  project.  He  further                                                                    
queried as to whether it  was still possible for the project                                                                    
to move forward if the state did not make the RIK decision.                                                                     
                                                                                                                                
Mr. Butt  explained that the  RIK decision was  a commercial                                                                    
decision.  He  referred  to slide  5,  which  differentiated                                                                    
activities as commercial work (done  by the co-venturers and                                                                    
the  state), and  work in  the  scope of  the Joint  Venture                                                                    
Agreement  (JVA) project  team  (done by  the AKLNG  project                                                                    
team).  He  related that  RIK  was  framed as  an  important                                                                    
element of  the project  during discussions  on SB  138 [oil                                                                    
and gas legislation passed in 2014],  as it gave the state a                                                                    
share of  gas rather than a  derivative right to a  claim on                                                                    
some volume of revenue.                                                                                                         
                                                                                                                                
Vice-Chair Saddler was unclear  about Mr. Butt's explanation                                                                    
and was unsure if he was  saying yes or no. Mr. Butt thought                                                                    
it was very important that  the state made a clear decision,                                                                    
and  it  would be  part  of  enabling  some of  the  broader                                                                    
commercial discussions  that needed to happen  (outside true                                                                    
AKLNG project work).                                                                                                            
                                                                                                                                
Vice-Chair   Saddler   summarized    that   Mr.   Butt   was                                                                    
communicating  that the  answer was  "close to  a yes."  Mr.                                                                    
Butt agreed.                                                                                                                    
                                                                                                                                
2:09:49 PM                                                                                                                    
                                                                                                                                
Representative  Pruitt  expressed  interest in  the  FERC  3                                                                    
discussion,  and thought  it was  compelling that  the AKLNG                                                                    
producers  and line  operator/owners could  have discussion.                                                                    
He  referred to  data on  the  North Slope  and wondered  if                                                                    
there was  something to prevent  project parties  from using                                                                    
the data in  the future if the AKLNG project  were not to go                                                                    
forward.                                                                                                                        
                                                                                                                                
Mr. Butt  clarified that  the North Slope  data was  held by                                                                    
the  Prudhoe Bay  operator  on Prudhoe  Bay,  and the  Point                                                                    
Thomson  data was  held  by the  Point  Thomson operator  on                                                                    
behalf  of the  working  interest owners  in  the units.  He                                                                    
thought the  true North Slope  data was outside  the purview                                                                    
of  the   AKLNG  project.  He  wondered   if  Representative                                                                    
Pruitt's question specifically pertained  to data around the                                                                    
project  and  how it  flowed  to  the JVA  participants.  He                                                                    
specified that  it depended upon  the location of  the data,                                                                    
because  the   state  had  different  agreements   with  two                                                                    
different  representatives. Mr.  Butt conveyed  that he  was                                                                    
not party to the agreements, and could not speak to them.                                                                       
                                                                                                                                
2:11:54 PM                                                                                                                    
                                                                                                                                
Mr.  Butt  advanced  to  slide  3,  "Alaska  LNG  -  Project                                                                    
Overview."  He  recognized   the  project's  safety  success                                                                    
record,  and reported  that the  project  had completed  the                                                                    
summer  field season  without a  single safety  incident. He                                                                    
mentioned the 250 field employees,  80 percent of which were                                                                    
Alaskan,   and  many   of   whom   were  archeologists   and                                                                    
scientists. He  discussed the building of  a safety culture,                                                                    
setting up a long term system  in which people were aware of                                                                    
risks and how to work safely.                                                                                                   
                                                                                                                                
Mr. Butt  estimated the  project spending  to date  to total                                                                    
approximately $430 million to  $435 million, with about $110                                                                    
million spent  on concept design,  about $305  million spent                                                                    
through  the  end  of   September,  with  estimated  monthly                                                                    
spending at about  $30 million. He thought  that through the                                                                    
end  of  2015,  spending  would be  over  $500  million.  He                                                                    
relayed that the project had  about 80 percent of the design                                                                    
work  completed; before  and not  including the  project had                                                                    
agreed to  do additional work  on the 48-inch  system, which                                                                    
was  a  design  scope  change. The  summer  field  work  was                                                                    
complete.  He explained  that the  work  program and  budget                                                                    
(WP&B)  had  been completed  and  submitted  to the  project                                                                    
partners. He  clarified for the  committee that  on December                                                                    
4, 2016, all parties remaining  in the project were required                                                                    
to make  an affirmative  election on the  WP&B for  2016. In                                                                    
the  event that  any partner  elected to  not invest  in the                                                                    
project and move  forward, the project would go  in to wind-                                                                    
down stage or would cease.                                                                                                      
                                                                                                                                
2:15:14 PM                                                                                                                    
                                                                                                                                
Mr.  Butt referred  to previous  presentations, noting  that                                                                    
there were  key messages that  had been consistent  in every                                                                    
project  review  for  the  last  three  to  four  years.  He                                                                    
emphasized  that  the  integrated  AKLNG  project  was  much                                                                    
bigger and more  complex than just a  pipeline. The pipeline                                                                    
itself  was comprised  of five  very  complex and  different                                                                    
pieces of  the pipe,  each one more  complex than  any pipes                                                                    
built in  the Lower 48.  The gas liquefaction  and treatment                                                                    
facilities  were major  project components,  and constituted                                                                    
75  percent of  the  total project  cost.  He proposed  that                                                                    
Alaska and  Rhode Island were  analogous to  comparing AKLNG                                                                    
and  other pipelines  in the  world. He  emphasized that  to                                                                    
have a product  that could access multiple  markets, the gas                                                                    
must be liquefied and cleaned.  Unlike past projects such as                                                                    
APP and  the Denali Pipeline,  AKLNG could mobilize  the gas                                                                    
for transport  instead of having fixed  point pipelines that                                                                    
may not  terminate in an area  with a market for  LNG. After                                                                    
moving the  gas to favorable markets,  AKLNG could hopefully                                                                    
get long-term  agreements to secure  the project,  but would                                                                    
also have flexibility.                                                                                                          
                                                                                                                                
Mr. Butt  reminded the committee that  being regulated under                                                                    
FERC Section  3 [the  federal standard applicable  to export                                                                    
projects] allowed  for full integration  of the  project. He                                                                    
continued   that  AKLNG   had  been   able  to   get  export                                                                    
authorizations; the project had  both a free trade agreement                                                                    
for export and a non-free  trade agreement for export. There                                                                    
were only  about three other  projects in the  United States                                                                    
that had  the same distinction,  and AKLNG had been  able to                                                                    
secure the authorization  through a lot of  support from the                                                                    
federal government. He recognized  the Alaska delegation for                                                                    
their  efforts and  reported that  the  project had  started                                                                    
meetings with  the federal administration starting  in 2012,                                                                    
resulting  in  hastened  authorizations. He  reiterated  the                                                                    
benefits  of  integration  between   the  resource  and  the                                                                    
project.                                                                                                                        
                                                                                                                                
2:18:49 PM                                                                                                                    
                                                                                                                                
Mr.  Butt continued  by explaining  that  within TAPS  there                                                                    
were  transactions, without  the level  of integration  from                                                                    
being  regulated differently.  He  stressed  that AKLNG  was                                                                    
regulated  differently  and   permitted  differently,  which                                                                    
allowed  for greater  efficiency  in  design and  regulatory                                                                    
work. He  restated that past  projects in the state  did not                                                                    
have the same strength.                                                                                                         
                                                                                                                                
Co-Chair  Neuman asked  if  there was  a  different type  of                                                                    
project configuration other than integrated.                                                                                    
                                                                                                                                
Mr. Butt responded  that there were projects  in which there                                                                    
were several different parties  that owned different things,                                                                    
and each  party sold in a  chain. He pointed out  that under                                                                    
some such  scenarios every single transaction  was a taxable                                                                    
event,  and each  party wanted  some compensation  for their                                                                    
element  of the  work. He  furthered that  in the  Lower 48,                                                                    
there were  a lot of FERC  7 pipelines that were  similar to                                                                    
TAPS. In  the LNG business  it was  very uncommon to  have a                                                                    
non-integrated  project due  to the  project complexity  and                                                                    
reliance on  long-term contracts. He summarized  that in the                                                                    
LNG  business,  non-integration   configurations  were  very                                                                    
uncommon, but in other businesses it was very common.                                                                           
                                                                                                                                
2:20:25 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Saddler   remarked  on  the  niceties   of  FERC                                                                    
regulation,   but   thought   the  implications   were   not                                                                    
abundantly  clear.  He  inquired  about  FERC  3  regulation                                                                    
allowing for  design integration; and understood  that under                                                                    
that  scenario there  was one  entity, no  value leakage  at                                                                    
each transaction point, and a simpler program to complete.                                                                      
                                                                                                                                
Mr.  Butt agreed,  and added  that  under FERC  3 an  entity                                                                    
would  be shielded  from  anti-trust  laws, under  different                                                                    
regulations, and with different  types of access governed by                                                                    
different competition law.                                                                                                      
                                                                                                                                
Vice-Chair Saddler inquired about  a distinction between the                                                                    
AKLNG  project and  past LNG  projects. He  wondered if  Mr.                                                                    
Butt could make a summary  statement or outline the elements                                                                    
that would  represent differences  in the AKLNG  project and                                                                    
previous projects.                                                                                                              
                                                                                                                                
Mr.  Butt discussed  the Yukon  Pacific  project, which  had                                                                    
advanced farther than other projects  in the 1980's, and had                                                                    
received  an   environmental  impact  statement   (EIS).  He                                                                    
furthered that  the project had  relied on CO2  venting, did                                                                    
not have a lot of investment  for CO2 removal, and could not                                                                    
put any  of the CO2 back  into the ground. The  project also                                                                    
had no mechanism  to integrate with the  upstream. There had                                                                    
been  many   unresolved  technical  challenges,   and  Yukon                                                                    
Pacific  was never  able  to move  the  project forward.  He                                                                    
mentioned  other   projects  which  had  looked   at  having                                                                    
different parties own things  separately, and reiterated the                                                                    
costliness of making value  transfers at different junctures                                                                    
in  a project.  He suggested  that such  a model  would only                                                                    
work  when there  was a  tremendous  amount of  value to  be                                                                    
shared between the many additional  parties. He restated the                                                                    
efficacy of having four parties  at the table who had either                                                                    
purchased the  right to the  gas or had  a right to  the gas                                                                    
through the constitution; and as  such, the parties governed                                                                    
how the project  worked. The more parties and  more forms of                                                                    
compensation paid to broader groups,  the more likely it was                                                                    
that a project would not be successful.                                                                                         
                                                                                                                                
Mr. Butt  pointed out a  bullet on slide 3,  and highlighted                                                                    
"cost of supply", which he  described as the ultimate metric                                                                    
for  the competiveness  of any  LNG  project. He  emphasized                                                                    
that AKLNG competed in a  very complex global market; buyers                                                                    
were considering  how to do  the best for their  economy and                                                                    
future generations.  Buyers were  excited by new  sources of                                                                    
demand, and did  not want to pay any more  for the commodity                                                                    
than they had to.                                                                                                               
                                                                                                                                
2:24:24 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Saddler discussed  other projects  and mentioned                                                                    
the  Denali  Pipeline  Project,   the  Alaska  Gasline  Port                                                                    
Authority  Project,  and  the   SGDA  Pipeline  Project.  He                                                                    
wondered if Mr. Butt  wanted to discuss distinctions between                                                                    
AKLNG  and the  three projects.  Mr. Butt  related that  the                                                                    
Denali Pipeline Project was an  agreement between two of the                                                                    
producers  to  try and  work  together  to make  a  pipeline                                                                    
between the  North Slope  and the Lower  48. He  thought the                                                                    
Denali project had worked  hard, spending approximately $100                                                                    
million; and pointed  out that many of the  same people were                                                                    
involved in the AKLNG project.  He emphasized that AKLNG had                                                                    
learned from  the Denali project;  but it was  difficult for                                                                    
Denali to  be successful  since they did  not have  all four                                                                    
parties involved,  and did not  have the ability to  work in                                                                    
an integrated manner. He added  that APP had shared the same                                                                    
challenges and  had spent $330  million. Neither  Denali nor                                                                    
APP had  advanced in the  federal regulatory process  as far                                                                    
as  AKLNG had  with  completed resource  reports, a  pending                                                                    
EIS, a docket with FERC, and secured export authorizations.                                                                     
                                                                                                                                
Mr. Butt  discussed other projects, and  suggested they were                                                                    
independent projects  in which the projects  were completely                                                                    
separate from the resource  owners. The independent projects                                                                    
physically had  purchases and sales  at the top  and bottom,                                                                    
which led to value transfer  and an opportunity for taxation                                                                    
and value  leakage. He reiterated  the importance  of trying                                                                    
to be as integrated as  possible, matching the equity in the                                                                    
project  and  the  equity  in the  fields.  He  thought  the                                                                    
simplicity of  projects with integration would  mitigate the                                                                    
high  level of  skepticism  and mistrust  created by  seeing                                                                    
projects  that had  started  and  stopped without  achieving                                                                    
success.  He thought  the projects  that Vice-Chair  Saddler                                                                    
mentioned were structured  in a way that was  less likely to                                                                    
be successful than AKLNG.                                                                                                       
                                                                                                                                
2:27:09 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman referred to the  value leakage that Mr. Butt                                                                    
had mentioned. He  wondered if one of the  producers were to                                                                    
withdraw from the  AKLNG project, would it  bring the profit                                                                    
margin down enough to make the project non-economic.                                                                            
                                                                                                                                
Mr. Butt thought  that if one of the  producers withdrew, it                                                                    
would not change  the economics of the  project. Rather, the                                                                    
situation would  present a challenge  as to how  to preserve                                                                    
alignment  without  having  all  the parties  that  own  the                                                                    
source of  gas as part  of the project.  Additional concerns                                                                    
pertained to  getting the  gas into  the system  and keeping                                                                    
the  project going.  He  summarized  that Co-Chair  Neuman's                                                                    
question had many possible answers.  He reiterated that cost                                                                    
of supply was the most important metric.                                                                                        
                                                                                                                                
Co-Chair Neuman asked  that if one of the  producers were to                                                                    
withdraw, would AKLNG need to  be reauthorized for FERC 3 or                                                                    
be  authorized  under  FERC  7.  Mr.  Butt  replied  in  the                                                                    
negative.                                                                                                                       
                                                                                                                                
2:28:25 PM                                                                                                                    
                                                                                                                                
Representative  Wilson  asked  about   the  2016  WP&B,  and                                                                    
wondered  what the  state share  of the  budget would  be on                                                                    
December 4, 2015.                                                                                                               
                                                                                                                                
Mr.  Butt   responded  that  the  project   budget  included                                                                    
approximately  $211 million  for  very  specific tasks,  $30                                                                    
million for  conditional items with pending  variables (e.g.                                                                    
48-inch pipe materials) for a  total budget of $240 million;                                                                    
and the state's 25 percent share was about $60 million.                                                                         
                                                                                                                                
Vice-Chair Saddler thought many  Alaskans were interested to                                                                    
know if  they would be  able to  get in-state gas.  He asked                                                                    
about current  provisions for off-take  and wondered  if any                                                                    
pending decisions  about off-take  would be made  before the                                                                    
Pre-FEED stage was concluded.                                                                                                   
                                                                                                                                
Mr. Butt  thought that  most people wanted  to know  how the                                                                    
project would  impact their energy bills.  He specified that                                                                    
SB 138 contemplated five off-take  points, and that AGDC had                                                                    
been looking  at many  different designs  for the  number of                                                                    
off-take points.  He thought the  number of  off-take points                                                                    
was less  important to the  project than flexibility  in the                                                                    
initial design,  since once the  project was built  it would                                                                    
not be easy to change. He  furthered that LNG was a flexible                                                                    
product, and the  state had most of its  population near the                                                                    
coast. He  continued that  once LNG  was transported  on the                                                                    
water; it  was for the state,  Alaska Industrial Development                                                                    
and  Export Authority  (AIDEA), and  other groups  to decide                                                                    
which of the many ways to  transport the gas. He stated that                                                                    
his role  on behalf of the  project was to determine  how to                                                                    
take  the  resource  from  the North  Slope  and  build  the                                                                    
infrastructure at the  lowest cost to supply.  He added that                                                                    
the off-takes were  outside his purview and he  may not have                                                                    
been the best person to answer.                                                                                                 
                                                                                                                                
Vice-Chair Saddler  commented that his understanding  of the                                                                    
design  process was  that the  producers  wanted a  low-cost                                                                    
delivery of their supplies; whereas  the people of the state                                                                    
wanted  to  ensure they  had  the  opportunity to  have  gas                                                                    
delivered  at  multiple  locations,  which  was  costly.  He                                                                    
wondered if  Mr. Butt could  characterize the status  of the                                                                    
decision regarding off-take points.                                                                                             
                                                                                                                                
2:31:21 PM                                                                                                                    
                                                                                                                                
Mr.  Butt thought  the question  would be  best answered  by                                                                    
AGDC,  since  it  had examined  many  options  for  off-take                                                                    
points. He furthered that AKLNG  had picked the route of the                                                                    
pipeline where  there was  the lowest  environmental impact,                                                                    
which gave  the highest probability of  being successful. He                                                                    
thought  there was  a lot  of  flexibility around  off-takes                                                                    
that could be discussed.                                                                                                        
                                                                                                                                
Representative  Munoz   asked  about  the  request   of  the                                                                    
administration  to have  gas pledges  from the  producers by                                                                    
early December  2015, and wondered  about the impact  of the                                                                    
requirement if it  was not met. Mr. Butt  commented that the                                                                    
pledges  were a  commercial  or marketing  issue, which  was                                                                    
outside  the  project  purview. He  restated  the  recurring                                                                    
themes of  alignment, risk,  and cost;  stating that  he had                                                                    
talked about  the three subjects  in every  presentation. He                                                                    
considered  questions   such  as  the  gas   pledges  to  be                                                                    
concerned with  alignment, and alignment  was needed  to get                                                                    
the costs  low enough for  project success. He  thought that                                                                    
such questions  should be bilateral discussions  between the                                                                    
state  and the  other  party, and  restated  that they  were                                                                    
outside of his purview.                                                                                                         
                                                                                                                                
2:33:05 PM                                                                                                                    
                                                                                                                                
Representative Munoz  indicated she  would follow up  on her                                                                    
question at a later date.                                                                                                       
                                                                                                                                
Representative  Kawasaki wanted  to clarify  the meaning  of                                                                    
the  December 4  election. He  thought he  had gleaned  from                                                                    
testimony from  TransCanada that if the  legislature were to                                                                    
take  no  action and  no  bills  were  to pass  at  present,                                                                    
TransCanada  might  be  in  a  position  to  vote  "no."  He                                                                    
wondered if at that point  all progress on the project would                                                                    
cease. Mr. Butt answered in the affirmative.                                                                                    
                                                                                                                                
Representative Kawasaki  stated he did not  want the project                                                                    
to cease in that manner,  but wondered how the project would                                                                    
unwind if it were to happen.                                                                                                    
                                                                                                                                
Mr. Butt clarified  that the project had only  done a little                                                                    
thinking  on  the  eventuality  of  project  cessation,  and                                                                    
thought  it  was important  to  focus  on the  success  case                                                                    
scenario.  He  reported  that  there  was  always  secondary                                                                    
planning in place. He shared  that TransCanada and AKLNG had                                                                    
been  building some  detailed plans  as  to how  TransCanada                                                                    
might transition out its AKLNG employees over time.                                                                             
                                                                                                                                
Representative  Kawasaki asked  about the  hypothetical fate                                                                    
of the information  and data that had been  compiled for the                                                                    
AKLNG  project  (from  the  Alaska  Gasline  Inducement  Act                                                                    
(AGIA)  and other  sources), in  the case  that the  project                                                                    
ceased.                                                                                                                         
                                                                                                                                
Mr.  Butt  specified that  the  data  that  came in  to  the                                                                    
project was owned in different  places by different parties.                                                                    
He  furthered that  any old  data would  either held  by the                                                                    
parties  or the  derivative parties;  and the  final outcome                                                                    
would  depend  upon the  type  and  origin  of the  data  in                                                                    
question.                                                                                                                       
                                                                                                                                
2:36:26 PM                                                                                                                    
                                                                                                                                
Co-Chair  Thompson wondered  if the  state was  spending too                                                                    
much  time  working  on   project  cessation  scenarios  and                                                                    
withdrawal  agreements, and  asked  if it  might be  slowing                                                                    
down the process. Mr. Butt did  not think it was his purview                                                                    
to  tell  the different  parties  how  to invest  resources;                                                                    
however, successful  LNG projects  focused on  getting costs                                                                    
down  and working  together to  solve  problems. He  posited                                                                    
that any time project partners  were not working together to                                                                    
resolve  problems and  get  costs down  was  time not  spent                                                                    
towards a success goal.                                                                                                         
                                                                                                                                
2:37:16 PM                                                                                                                    
                                                                                                                                
Representative  Edgmon wondered  how, in  a period  of long-                                                                    
term  depressed  commodity  prices,  the  project  would  go                                                                    
forward.  He discussed  risk  and  referenced third  quarter                                                                    
earnings  that  were  vastly  different  than  earnings  the                                                                    
previous year.  He thought the  project may have  to succumb                                                                    
to budget cuts  if the trend continued.  He acknowledged the                                                                    
project partner  alignment, but thought perhaps  the project                                                                    
could become  a casualty  of reductions  in terms  of global                                                                    
operations.                                                                                                                     
                                                                                                                                
Mr.    Butt   concurred    with   Representative    Edgmon's                                                                    
suppositions. He noted that the  ability to move the project                                                                    
forward was  represented in  upcoming slides.  He reiterated                                                                    
that as  the project  moved forward the  costs would  go up,                                                                    
and it  was necessary  to have  confidence that  the project                                                                    
would be a  profitable venture. He pointed out  that LNG was                                                                    
selling  for half  the price  it was  a year  previously. He                                                                    
referred to public data that  had been provided by enalytica                                                                    
pertaining to the  cost for AKLNG to generate a  volume of a                                                                    
million  BTUs  of   LNG.  He  discussed  the   cost  of  LNG                                                                    
production and  quipped that if  a project was  losing money                                                                    
on a  unit cost basis, it  shouldn't try and make  up for it                                                                    
in volume.                                                                                                                      
                                                                                                                                
Representative Edgmon asked about  direct competitors to the                                                                    
AKLNG project; and  asked Mr. Butt to  characterize what was                                                                    
happening in British Columbia and  whether it was considered                                                                    
a  direct competitor.  Mr. Butt  mentioned  new projects  in                                                                    
Western  Canada, the  Gulf Coast,  East Africa,  the Pacific                                                                    
Rim and  Australia; and  remarked that  they were  all vying                                                                    
for growth in  the LNG markets. He  specified that currently                                                                    
the LNG market  was about 270 million to  280 million metric                                                                    
tons annually.  He hoped  the AKLNG  project would  start in                                                                    
2024  or 2025;  and  estimated that  as  energy demand  grew                                                                    
(with population  growth) the volume  of LNG  demanded would                                                                    
be in  excess of 400  million tons. He concluded  that there                                                                    
was growth  in the LNG  market, and  stated that it  was the                                                                    
fastest  growing sector  of  the energy  market  due to  its                                                                    
flexibility.  He continued  that LNG  had the  lowest carbon                                                                    
emissions  of   fossil  fuels,   and  had   some  structural                                                                    
advantages.  He thought  the state  was as  invested in  the                                                                    
project outcome  as he was;  and emphasized working  on cost                                                                    
reduction,  alignment,  and  risk  reduction.  He  discussed                                                                    
geographic advantages  of the AKLNG project;  such as colder                                                                    
temperatures  resulting  in  greater yield,  and  the  close                                                                    
distance to the  Asian market with lower  shipping costs. He                                                                    
thought the  challenge was  overcoming the  treatment costs,                                                                    
managing the  CO2, and  managing the 800  miles of  pipe. He                                                                    
reiterated that  there was active  competition to  the AKLNG                                                                    
project,  but emphasized  that  project  participants had  a                                                                    
high level of commitment.                                                                                                       
                                                                                                                                
2:44:05 PM                                                                                                                    
                                                                                                                                
Representative Gara  asked if there  was any  realistic hope                                                                    
that  China's announcement  to  reduce  CO2 emissions  might                                                                    
have a positive  effect on LNG prices. Mr.  Butt thought all                                                                    
such factors mattered, and added  that population growth was                                                                    
also an  important factor in  driving the demand of  LNG. He                                                                    
discussed the  forecast population growth  and environmental                                                                    
challenges in  China, and suggested  that the  factors boded                                                                    
well for  the future of  LNG. He emphatically  restated that                                                                    
the  only way  to ensure  project success  was to  establish                                                                    
alignment  between  the   four  resource  parties,  preserve                                                                    
alignment in  the project, and  work together to  drive down                                                                    
costs.                                                                                                                          
                                                                                                                                
2:45:52 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Saddler asked  what Alaskans  should infer  from                                                                    
Exxon's recent application  to AOGCC to go  to gas expansion                                                                    
operation  at  Point  Thomson (as  opposed  to  cycling  and                                                                    
condensate production).  Mr. Butt commented that  the intent                                                                    
was to  find a way to  use the resource at  Point Thomson to                                                                    
support a  gas export scenario  such as AKLNG.  He continued                                                                    
that  there  were  different  ways to  do  it,  and  thought                                                                    
cycling was  self-defeating since a  great deal of  fuel was                                                                    
used  to  move  molecules  around, and  at  some  point  the                                                                    
product being moved would not pay  for all the fuel that was                                                                    
being used.  He emphasized  the importance  of when  and how                                                                    
energy was moved out of  resources such as Point Thomson. He                                                                    
recognized  the  Prudhoe  Bay operator  for  maximizing  oil                                                                    
production through their good  work in maintaining reservoir                                                                    
pressure and  gas reinjection at  Prudhoe Bay.  He commented                                                                    
that there  was less  and less oil  remaining, which  is why                                                                    
AOGCC had  supported Prudhoe  Bay offtake  as well  as Point                                                                    
Thomson offtake. He  thought the exciting part  of the AOGCC                                                                    
ruling was that they also allowed for CO2 reinjection.                                                                          
                                                                                                                                
2:47:27 PM                                                                                                                    
                                                                                                                                
Representative  Guttenberg discussed  the upcoming  decision                                                                    
as  to whether  AKLNG  would  hire a  gas  marketer who  had                                                                    
expertise  in  the  field  to aid  in  decision  making.  He                                                                    
inquired about  the timeline for the  decision, and wondered                                                                    
how it  would affect the project  if the state did  not have                                                                    
the expertise  to make the  decision. Mr. Butt  reminded the                                                                    
committee  that he  was not  a  marketer, and  did not  feel                                                                    
qualified  to tell  the state  when and  how to  bring in  a                                                                    
marketer. He pointed  out that the project  partners all had                                                                    
marketing  professionals  that  could communicate  with  the                                                                    
legislature  (although not  to each  other). He  referred to                                                                    
the  sensitivity  of  marketing activities  under  antitrust                                                                    
law, which carried  personal as well as  civil penalties. He                                                                    
suggested  that the  legislature open  dialogue through  the                                                                    
marketing   organizations  available   to  it   through  the                                                                    
project.                                                                                                                        
                                                                                                                                
2:49:30 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman  asked what  point in  the project  would be                                                                    
appropriate  to  start  the process  of  marketing  gas.  He                                                                    
thought it  might be  very early in  the project  process to                                                                    
start marketing.                                                                                                                
                                                                                                                                
Mr.  Butt   turned  to  slide   6,  which   illustrated  the                                                                    
phased/gated  process   of  AKLNG  project   management.  He                                                                    
discussed early-phase  project activities and  asserted that                                                                    
before moving  from the  Pre-FEED to the  FEED stage  of the                                                                    
project,  more  information  on  commercial  agreements  and                                                                    
commercial viability was needed.  Even more such information                                                                    
was needed  when moving into  the final  investment decision                                                                    
(FID)/Construction  phase of  the  project.  He thought  the                                                                    
amount of  marketing information  needed would  be relegated                                                                    
to the comfort  level of the project partners  as they moved                                                                    
through the  project phases. He  reiterated that  there were                                                                    
marketing   professionals  available   to   talk  with   the                                                                    
legislators  one  on  one  (larger  sessions  pertaining  to                                                                    
marketing advice could be  considered collusion). He pointed                                                                    
out  that if  the state  elected to  have its  role be  as a                                                                    
direct  marketer,  the  relevant discussion  could  also  be                                                                    
considered collusion. He asked  what Co-Chair Neuman thought                                                                    
was needed (in terms of  marketing information) to move from                                                                    
one project phase to another.                                                                                                   
                                                                                                                                
2:51:38 PM                                                                                                                    
                                                                                                                                
Mr. Butt  reviewed the project  team, which he  described as                                                                    
incredibly experienced  (slide 4).  He described  that there                                                                    
were about 135 people working  in four different offices: an                                                                    
office   in  Anchorage   managing   regulatory  issues   and                                                                    
community affairs,  an office in Calgary  where the pipeline                                                                    
was  being designed,  an  office in  Houston  where the  LNG                                                                    
plant was being designed, and  an office in Denver where the                                                                    
gas  treatment plant  was designed.  He  explained that  the                                                                    
teams were in  place in the chosen cities due  to design and                                                                    
contracting expertise in place  in each location. He pointed                                                                    
out that  it was much  more cost  efficient to move  a small                                                                    
number  of  project  team  people   to  where  the  contract                                                                    
expertise was.                                                                                                                  
                                                                                                                                
Mr. Butt  discussed the integration  of the AKLNG  team, and                                                                    
the process of  how AKLNG jobs were staffed.  He referred to                                                                    
the  principle of  "the best  player plays",  and elaborated                                                                    
that  there were  organizational  charts  with specific  job                                                                    
descriptions   with   clear  deliverables   and   resourcing                                                                    
requirements.  He outlined  the  staffing  process by  which                                                                    
project roles were filled, where  managers from each project                                                                    
partner   constructed  lists   of  qualified   employees  to                                                                    
potentially  fill   roles  in  the  project.   He  discussed                                                                    
integration  of  employees  from   all  the  partners  using                                                                    
balance and succession plans. The  project sought balance in                                                                    
the  team   (for  diversity  of   ideas  and   diversity  of                                                                    
experience)  and  succession  planning. He  added  that  the                                                                    
TransCanada  transition  would  function  through  the  same                                                                    
process.                                                                                                                        
                                                                                                                                
2:56:05 PM                                                                                                                    
                                                                                                                                
Co-Chair  Thompson  asked  if the  members  of  the  project                                                                    
management  team were  required  to  sign a  confidentiality                                                                    
agreement.                                                                                                                      
                                                                                                                                
Mr.  Butt   stated  that   the  employees   signed  secondee                                                                    
agreements because every member of  the team had full access                                                                    
to  all  lead  party  systems,  processes,  and  tools.  The                                                                    
employees did  not share such information  with their parent                                                                    
companies  or  other  companies.   He  emphasized  that  the                                                                    
agreements were  very important  to AKLNG,  considering non-                                                                    
disclosure agreements in particular.  He used the example of                                                                    
the company that  provided the chemical to  separate the CO2                                                                    
from   the  gas,   which  had   one  of   the  most   strict                                                                    
confidentiality   agreements  that   could   be  found.   He                                                                    
explained that the  motivation for such a  strict policy was                                                                    
the protection of their chemical formula.                                                                                       
                                                                                                                                
Mr. Butt  discussed blanket confidentiality agreements  - he                                                                    
qualified  that individuals  signed agreements  back to  the                                                                    
corporations.  He  related  that  he  had  signed  only  one                                                                    
confidentiality  agreement; indicating  that as  an employee                                                                    
of   ExxonMobil,   he   would  honor   all   confidentiality                                                                    
agreements   of   ExxonMobil.    He   explained   that   the                                                                    
confidentiality  agreements of  a  company  were binding  to                                                                    
every individual in the company.                                                                                                
                                                                                                                                
2:57:40 PM                                                                                                                    
                                                                                                                                
Co-Chair  Thompson understood  that  AGDC had  not signed  a                                                                    
confidentiality agreement,  and wondered if  the corporation                                                                    
was limited in access to some confidential information.                                                                         
                                                                                                                                
Mr. Butt stated that  there were open discussions pertaining                                                                    
to  the agreements,  and two  weeks previously  there was  a                                                                    
regulation posted  for public comment  by AGDC. Each  of the                                                                    
project partners  sent a  representative to  raise concerns,                                                                    
and  the project  team also  sent its  technical manager  to                                                                    
raise concerns.  He continued that  AGDC had  already signed                                                                    
several  non-disclosure   agreements,  and  it   was  future                                                                    
agreements that were open to question.                                                                                          
                                                                                                                                
Mr. Butt emphasized that it  was very difficult for AKLNG to                                                                    
see  how  to  proceed  if  AGDC did  not  sign  future  non-                                                                    
disclosure   agreements.   He    discussed   the   necessary                                                                    
documentation  during   the  Pre-FEED  stage,   including  a                                                                    
deliverables  document  to  include  definition  of  project                                                                    
specifics. He  thought there would  need to be  one document                                                                    
available to  those who had  signed agreements,  and another                                                                    
document  redacted for  others who  had not.  He provided  a                                                                    
hypothetical scenario in  which AGDC was in  the room during                                                                    
a discussion,  and the  discussion could  not proceed  if it                                                                    
contained confidential  information. He stated he  had never                                                                    
seen it done, and thought it would increase costs.                                                                              
                                                                                                                                
Mr. Butt  thought that the word  "confidentiality" often had                                                                    
negative connotations,  and sounded  like there  were things                                                                    
to be  hidden. He  asserted that  the agreements  were about                                                                    
preserving   the   competitiveness   of  the   project.   He                                                                    
emphasized  that  if the  state  wanted  the project  to  be                                                                    
successful and  globally competitive, it had  to have access                                                                    
to  the best  goods, services,  and people;  and that  was a                                                                    
standard  on  all  LNG  projects   anywhere  the  world.  He                                                                    
reiterated that parties  would not work with  the project if                                                                    
they feared  their company's livelihood and  future would be                                                                    
at risk.  He summarized  that the  project really  wanted to                                                                    
have an  open environment  where everyone  would be  able to                                                                    
work together and see all  the information. He restated that                                                                    
the  confidentiality   concept  was  all  about   making  an                                                                    
environment where AKLNG could be a competitive project.                                                                         
                                                                                                                                
3:00:42 PM                                                                                                                    
                                                                                                                                
Co-Chair  Thompson  did not  think  that  there would  be  a                                                                    
workable  solution if  AGDC did  not sign  a confidentiality                                                                    
agreement.                                                                                                                      
                                                                                                                                
Co-Chair  Neuman   asked  if  AGDC's  failure   to  sign  an                                                                    
agreement had already slowed the pace of the project.                                                                           
                                                                                                                                
Mr.  Butt  thought  that  Co-Chair   Neuman  posed  a  great                                                                    
question, and stated that  the situation absolutely impacted                                                                    
the pace of the project. He  was unsure if it had slowed the                                                                    
project   down,    but   thought   that   time    spent   on                                                                    
confidentiality  agreements was  time that  could have  been                                                                    
spent  on more  relevant and  productive discussions  on the                                                                    
project. He  acknowledged that the Pre-FEED  stage was about                                                                    
working  together  and  finding   alignment;  but  the  more                                                                    
difficult  the  process  was,  the harder  it  was  to  move                                                                    
forward.                                                                                                                        
                                                                                                                                
3:01:32 PM                                                                                                                    
                                                                                                                                
Co-Chair   Neuman  had   heard   that  the   confidentiality                                                                    
agreement was confidential.                                                                                                     
                                                                                                                                
Mr. Butt  stated that he  believed that the language  in the                                                                    
confidentiality  agreement in  question was  subject to  the                                                                    
signature on  it, and was  part of the information  that any                                                                    
signatory  did   not  release.  He  expressed   respect  and                                                                    
understanding  about the  need for  information, but  avowed                                                                    
that  the  project  needed  to  very  thoughtful  about  any                                                                    
information it  put in the  public domain. He  thought there                                                                    
needed to be a process to sort through the problem.                                                                             
                                                                                                                                
3:02:43 PM                                                                                                                    
                                                                                                                                
Co-Chair  Neuman asked  if the  WP&B  was confidential,  and                                                                    
wondered  what individuals  or groups  with the  state could                                                                    
review it.                                                                                                                      
                                                                                                                                
Mr. Butt  specified that  the WP&B was  a JVA  document that                                                                    
had  been released  to  the  state gas  team,  who were  all                                                                    
signatories to  the confidentiality agreement.  He qualified                                                                    
the  document  as "a  road  map"  on  how  to build  an  LNG                                                                    
project, and was  something to be protected.  He thought the                                                                    
project needed to find a  way to have enough transparency in                                                                    
the  process  that people  could  have  confidence, yet  not                                                                    
compromise competitiveness.                                                                                                     
                                                                                                                                
3:03:49 PM                                                                                                                    
                                                                                                                                
Representative  Edgmon  asked who  made  up  the Alaska  gas                                                                    
team.                                                                                                                           
                                                                                                                                
Mr. Butt stated  that there was a broad range  of people who                                                                    
represented the state on other  issues. He advanced to slide                                                                    
5: "AKLNG  Project Scope" to answer  Representative Edgmon's                                                                    
question. He  pointed out the  yellow "swim lane"  box which                                                                    
represented the AKLNG  project team, and included  a list of                                                                    
all  the  issues the  team  managed  under the  project.  He                                                                    
stated  that  he  was accountable  for  the  issues  listed;                                                                    
including  advancing the  regulatory process,  advancing the                                                                    
design  process, and  driving costs  down. He  elaborated on                                                                    
some  of the  acronyms listed  on the  slide and  summarized                                                                    
that the items  had to do with procuring entities  to do the                                                                    
next  phase  of  work.  The   work  was  shared  by  project                                                                    
partners, and the phase [Pre-FEED  project scope, under JVA]                                                                    
was  where the  partners  could  agree on  how  to move  the                                                                    
project forward while driving down cost.                                                                                        
                                                                                                                                
Mr. Butt continued  that the state gas  team was represented                                                                    
by the blue  swim lane box depicted on  the slide, including                                                                    
commercial activities  outside of the JVA  and project team.                                                                    
He explained that the  configuration [activities executed by                                                                    
co-ventures  and the  state] was  because different  parties                                                                    
had different ideas and different  methods. He qualified the                                                                    
activities as  commercial work, and reported  that there was                                                                    
probably an  additional 100 or  more people doing  the work.                                                                    
He  specified   that  the  state  gas   team  was  primarily                                                                    
representatives  to the  blue  swim  lane, representing  the                                                                    
state  on  commercial  issues, and  issues  that  the  state                                                                    
viewed as  important to  frame the  project for  success. He                                                                    
detailed  a number  of the  technical  employees that  AKLNG                                                                    
worked with on both sets of activities.                                                                                         
                                                                                                                                
3:06:07 PM                                                                                                                    
                                                                                                                                
Representative Edgmon  referred to slide 4,  and asked about                                                                    
positions on  the organizational chart that  were staffed by                                                                    
employees  of TransCanada.  He  wondered  how the  positions                                                                    
would  be addressed  if TransCanada  left  the project.  Mr.                                                                    
Butt stated  that the roles  would be filled using  the same                                                                    
principle  as the  rest of  the team  positions, and  as the                                                                    
project moved  from the 15 TransCanada  employees supporting                                                                    
the project  to zero,  every position would  be open  to the                                                                    
nomination process.                                                                                                             
                                                                                                                                
3:07:06 PM                                                                                                                    
                                                                                                                                
Representative Edgmon asked  if there was a  chance that the                                                                    
vacant position  could be filled with  non-Alaska designated                                                                    
employees.                                                                                                                      
                                                                                                                                
Mr. Butt  answered that the  right people would  be selected                                                                    
after  balancing and  shaping  of the  team, and  emphasized                                                                    
that the  best candidates were preferred.  He clarified that                                                                    
everyone  the participants  put  up for  the  jobs would  be                                                                    
considered.                                                                                                                     
                                                                                                                                
Representative Edgmon  stated that he better  understood the                                                                    
value  of TransCanada.  He mused  that the  pipeline project                                                                    
manager  was from  TransCanada, but  it was  not a  foregone                                                                    
that  the   replacement  candidate   would  be   an  Alaska-                                                                    
designated position. Mr. Butt  replied that it was possible,                                                                    
and  it  would  not  be  known  until  the  candidates  were                                                                    
examined.                                                                                                                       
                                                                                                                                
3:08:11 PM                                                                                                                    
                                                                                                                                
Vice-Chair Saddler asked about the aforementioned non-                                                                          
disclosure  agreements  signed  by AGDC,  which  he  thought                                                                    
sounded like a confidentiality  agreement. He thought it was                                                                    
understood  that   AGDC  was  not   signing  confidentiality                                                                    
agreements.                                                                                                                     
                                                                                                                                
Mr.   Butt    clarified   that   AGDC   had    signed   some                                                                    
confidentiality  agreements  in  2014  that  were  still  in                                                                    
place.                                                                                                                          
                                                                                                                                
3:08:55 PM                                                                                                                    
                                                                                                                                
Vice-Chair  Saddler  asked  if  Mr.  Butt  (as  the  project                                                                    
manager)  was  concerned about  the  kind  of structure  the                                                                    
state used to hold its share of the project.                                                                                    
                                                                                                                                
Mr. Butt had  not considered the matter, and  stated that he                                                                    
was  agnostic. He  expressed care  that  the project  stayed                                                                    
aligned,   and  expressed   sensitivity  to   Representative                                                                    
Edgmon's earlier  question. He emphasized that  AKLNG wanted                                                                    
people from  each partner  involved in  the project,  and it                                                                    
was  in the  best interest  of the  project. He  thought the                                                                    
staffing process was very simple,  and was unconcerned about                                                                    
how the state carried out its process.                                                                                          
                                                                                                                                
Vice-Chair Saddler  asked if Mr.  Butt had any  objection to                                                                    
AGDC stepping in to assume TransCanada's role.                                                                                  
                                                                                                                                
Mr. Butt  stated that there  were some great folks  at AGDC,                                                                    
and felt  confident that there  were individuals  that could                                                                    
fit into  some of the  roles. He described  familiarity with                                                                    
AGDC staff.                                                                                                                     
                                                                                                                                
Vice-Chair  Saddler  discussed  the  pace  of  progress  and                                                                    
whether  the   project  was  moving  forward   according  to                                                                    
established milestones. Mr. Butt  thought that the following                                                                    
slide might address Vice-Chair Saddler's question.                                                                              
                                                                                                                                
3:11:09 PM                                                                                                                    
                                                                                                                                
Mr. Butt  turned to slide  6, "Project  Development Phases,"                                                                    
which illustrated  the phased/gated  process used  to manage                                                                    
large  projects.  He revealed  that  he  would discuss  what                                                                    
happened in  each project phase,  and then would  talk about                                                                    
the  significance of  the project  gates.  He signified  for                                                                    
Vice-Chair Saddler  that once he  addressed the  two topics,                                                                    
he could  more adequately discuss how  milestones fit within                                                                    
the overall process.                                                                                                            
                                                                                                                                
Mr. Butt  elaborated that  that each  of the  project phases                                                                    
were intended to make the  project more understandable, more                                                                    
certain,  and  reduce risk.  The  concept  select phase  was                                                                    
where the  "how" of the  project was defined;  key questions                                                                    
as to line  size, location of gas and LNG  plants, and plant                                                                    
size  were addressed.  The current  project  phase was  pre-                                                                    
FEED; wherein  the project endeavored  to drive  down costs,                                                                    
advance regulatory work, and ensure  the system design would                                                                    
work and  be executed.  He highlighted  that the  system was                                                                    
incredibly integrated,  and used an example  of the system's                                                                    
sensitivity to  small changes  to illustrate  the importance                                                                    
of  designing  the  components   together.  The  FEED  stage                                                                    
involved  taking  the  simple and  rudimentary  designs  and                                                                    
making  them  more  complex   and  with  specifications  for                                                                    
building that  included a  high level  of detail.  The final                                                                    
phase was  execution, in which  the project reached  the FID                                                                    
stage  and the  project  was actually  built. He  summarized                                                                    
that  each of  the phases  had a  gate for  the purposes  of                                                                    
completing work before moving on to later stages.                                                                               
                                                                                                                                
Mr.  Butt drew  attention to  the "Project  Influence Curve"                                                                    
graph  on   slide  2,  which  he   thought  illustrated  the                                                                    
importance of  the gates. The  graph moved through  the same                                                                    
color range as the project  phases to illustrate the passage                                                                    
of time. The blue line  represented actual spending. In 2012                                                                    
and  2013, the  project [in  the green  Pre-FEED phase]  had                                                                    
spent about  $30 million per  year doing  high-level design.                                                                    
In the  current Pre-FEED  phase, $30  million per  month was                                                                    
spent to do  the more detailed design. He  estimated that in                                                                    
the  FEED phase,  the project  would spend  $30 million  per                                                                    
week as  detailed specifications were tested,  and many more                                                                    
contractors  were doing  more design.  The FEED  phase would                                                                    
provide  confidence for  the final  phase of  FID, where  it                                                                    
would spend  $30 million  per day  to procure  and construct                                                                    
for the project.                                                                                                                
                                                                                                                                
Mr.  Butt drew  attention  to  the red  curved  line on  the                                                                    
graph, which  defined the ability to  influence the project.                                                                    
He  pointed  out  that  as the  project  moved  through  the                                                                    
phases, the  ability to make  changes and  influence details                                                                    
diminished. In the beginning phases  the project was working                                                                    
off paper,  which was  not very  expensive and  provided the                                                                    
ability  to  influence the  design.  He  recounted the  FERC                                                                    
resource  reports  and  permit applications  that  had  been                                                                    
filed and stated that once  the permits were filed it became                                                                    
very  difficult   to  change  things.  After   defining  and                                                                    
permitting items,  which were reviewed  and approved  by the                                                                    
regulator, degrees  of freedom were diminishing.  He pointed                                                                    
out  that the  red influence  curve dropped  quickly through                                                                    
the FEED  phase, and once in  the FEED phase the  ability to                                                                    
move things  dropped a  great deal since  the design  of the                                                                    
project was largely set. Instead  of continuing with design,                                                                    
the  FEED phase  was  concerned with  how  to construct  the                                                                    
project.  The detailed  analysis included  logistics studies                                                                    
and labor  studies; and as  the project lost the  ability to                                                                    
change things  and spending  went up,  the project  had made                                                                    
good  decisions. The  gates  were used  to  enable the  good                                                                    
decision-making.                                                                                                                
                                                                                                                                
3:17:39 PM                                                                                                                    
                                                                                                                                
Mr.  Butt  reiterated the  significance  of  the blue  spend                                                                    
curve, and  thought it  was important  that the  project did                                                                    
not move  through the gates  until it was ready.  He thought                                                                    
using the specific term "milestones"  [in reference to Vice-                                                                    
Chair Saddler's question]  could be potentially problematic,                                                                    
and  revealed that  studies of  mega-projects had  indicated                                                                    
that  schedule-driven projects  were  prone  to failure.  He                                                                    
furthered that the  failures were due to  not moving through                                                                    
gates and making decisions in a timely manner.                                                                                  
                                                                                                                                
Vice-Chair  Saddler asked  if the  project was  generally on                                                                    
track.                                                                                                                          
                                                                                                                                
Mr. Butt stated that the  project was absolutely on schedule                                                                    
to complete  the Pre-FEED  stage by  mid-year 2016,  and the                                                                    
FEED  decision   by  mid-year  2017;  which   was  what  was                                                                    
committed to  in the  Heads of  Agreement. He  restated that                                                                    
date-certains and milestones were not  what was done in mega                                                                    
project designs;  the project was  driven to  the completion                                                                    
of the work  in the gated process rather than  driven to the                                                                    
dates.                                                                                                                          
                                                                                                                                
Mr. Butt  continued that  AKLNG was  very confident  that it                                                                    
was on  schedule to do the  work, and thought that  with the                                                                    
addition of  the 48-inch pipe work  (which would add 6  to 8                                                                    
months of  work to the  pipeline team) all other  work would                                                                    
be  completed around  April 2016.  The information  from the                                                                    
completed work would be used  in the resource reports, which                                                                    
were  critical to  keep the  regulatory work  moving forward                                                                    
and  eventually feed  into  the  application. He  summarized                                                                    
that  the project  was working  toward dates,  but concerned                                                                    
itself with progress.                                                                                                           
                                                                                                                                
3:19:48 PM                                                                                                                    
                                                                                                                                
Representative Pruitt asked if the  gates were set in stone.                                                                    
He  referred  to  conversation regarding  items  that  would                                                                    
potentially be  moved from the  FEED to pre-FEED  stage, and                                                                    
wondered if  it was  common practice.  He inquired  if there                                                                    
was  a point  at which  project items  were not  able to  be                                                                    
shifted in such a way.                                                                                                          
                                                                                                                                
Mr.  Butt   stated  underlined  the  significance   of  what                                                                    
activities were listed in each  phase, because over time the                                                                    
ability to make changes decreased.  In the event that any of                                                                    
the  four   parties  wanted  to  consider   an  element  for                                                                    
completion  earlier   than  its  phase  indicated,   it  was                                                                    
incumbent on  the other participants  to try and find  a way                                                                    
to reduce  the risk.  He reiterated  that everything  in the                                                                    
project pivoted back to alignment, risk, and cost.                                                                              
                                                                                                                                
Mr. Butt  thought the shifting  of items between  stages was                                                                    
not  without consequence.  He theorized  that  if money  was                                                                    
spent  in the  pre-FEED  stage rather  than  the FEED  stage                                                                    
(where there  was more certainty)  it could create  the risk                                                                    
of having  to pay for the  work twice if there  was a change                                                                    
in design.  The project  tried to use  the gated  process to                                                                    
reduce uncertainty, but the gates  were not set in stone. He                                                                    
referred  to hundreds  of years  of  combined experience  in                                                                    
leadership teams  that established  a process  through which                                                                    
tasks were ordered  for maximum benefit. He did  not want to                                                                    
spend money  on commercial issues before  moving through the                                                                    
gates,  so  as  to  not  spend  money  answering  commercial                                                                    
questions that might no longer be relevant.                                                                                     
                                                                                                                                
Mr. Butt  referred back to the  gated model on slide  6, and                                                                    
suggested  that  anything moving  from  the  dark blue  gate                                                                    
(later in the process) into  the light blue gate (earlier in                                                                    
the process)  increased costs.  He emphasized  that partners                                                                    
could not move tasks across  the gates without having enough                                                                    
information to be comfortable.                                                                                                  
                                                                                                                                
3:22:47 PM                                                                                                                    
                                                                                                                                
Co-Chair Neuman  referred to  slide 5.  He wondered  if AGDC                                                                    
represented  the state  on the  AKLNG project  team pre-FEED                                                                    
project scope, and if it had seen the WP&B.                                                                                     
                                                                                                                                
Mr. Butt stated that AGDC had  received the WP&B at the same                                                                    
time  as everyone  else; and  additionally, there  were AGDC                                                                    
representatives who  were involved in creating  the WP&B. He                                                                    
expressed  that he  had  a  great deal  of  respect for  the                                                                    
corporation's   technical  committee   representative  Fritz                                                                    
Krusen, who had helped to build the budget.                                                                                     
                                                                                                                                
Co-Chair Neuman asked  if AGDC had to  sign agreements prior                                                                    
to the creation of the WP&B.                                                                                                    
                                                                                                                                
Mr. Butt  stated that AGDC  was covered  under the JVA  as a                                                                    
project participant.                                                                                                            
                                                                                                                                
Co-Chair   Neuman  asked   if  AGDC   would  have   to  sign                                                                    
confidentiality agreements before December 4, 2015.                                                                             
                                                                                                                                
Mr. Butt understood that most  of the agreements in question                                                                    
were already done,  and referred to new  regulations and how                                                                    
they would  impact AGDC's ability  to sign  agreements going                                                                    
forward. He  understood it was  open to public  comment. The                                                                    
questions were  read into the  public record, and  AKLNG was                                                                    
waiting for a  response. He qualified that  AGDC was working                                                                    
hard on the issue.                                                                                                              
                                                                                                                                
3:24:30 PM                                                                                                                    
                                                                                                                                
Representative  Gara  referred  to slide  6,  and  discussed                                                                    
project  phases. He  surmised  that 90  percent of  spending                                                                    
occurred  when the  project  was ready  to  be executed.  He                                                                    
wondered if  Mr. Butt had  observed other projects  in which                                                                    
decisions about  project viability were made  after the pre-                                                                    
FEED stage rather than the FEED stage.                                                                                          
                                                                                                                                
Mr.  Butt  had seen  projects  that  completed the  pre-FEED                                                                    
phase but  did not clear  the gate  to the FEED  phase after                                                                    
finding that it  was not economic to proceed  due to project                                                                    
costs or  regulatory environment. He stated  that there were                                                                    
a lot  of projects  that completed  the pre-FEED  stage more                                                                    
than once in  order to cut costs, and had  seen it done with                                                                    
a savings  of 30  percent after  engaging with  the learning                                                                    
process   in   pre-FEED   activities.  He   emphasized   the                                                                    
importance  of  the  gated  process  and  the  reduction  of                                                                    
project uncertainty before increased resource commitment.                                                                       
                                                                                                                                
3:26:47 PM                                                                                                                    
                                                                                                                                
Representative   Kawasaki  referred   to  the   supplemental                                                                    
request  in SB  3001, which  asked for  additional positions                                                                    
(including a marketer) in order  for the AKLNG state team to                                                                    
work. He thought that part  of the justification was to push                                                                    
some  of the  FEED decisions  into the  pre-FEED stage,  and                                                                    
asked Mr.  Butt if he  considered it  to be a  wise decision                                                                    
from a project perspective.                                                                                                     
                                                                                                                                
Mr. Butt  stated that Representative Kawasaki  asked a great                                                                    
question,  but did  not  feel  it was  a  question he  could                                                                    
answer. He reiterated  that if the request was  what it took                                                                    
for a project partner to  get enough alignment to be willing                                                                    
to  move  through  the  process,  then  he  thought  it  was                                                                    
important to  make it work.  He thought  the only way  for a                                                                    
big project to  be successful was to  preserve the alignment                                                                    
and address such  issues. If any one of  the partners needed                                                                    
information  earlier  (that   was  traditionally  worked  in                                                                    
FEED); he respected the decision  and thought it was not his                                                                    
position to question it.                                                                                                        
                                                                                                                                
3:28:05 PM                                                                                                                    
                                                                                                                                
Co-Chair  Neuman  commented  that all  the  project  parties                                                                    
worked to  solve a problem  that any partner might  have. He                                                                    
thought the  coordinated effort towards problem  solving was                                                                    
a good policy.                                                                                                                  
                                                                                                                                
Representative  Kawasaki was  curious if  the other  project                                                                    
partners  to  AKLNG  were looking  at  marketing  or  asking                                                                    
similar questions as the governor.                                                                                              
                                                                                                                                
3:28:51 PM                                                                                                                    
                                                                                                                                
Representative Pruitt  asked if there was  concern about the                                                                    
new  regulations related  to the  confidentiality agreements                                                                    
that   would   change   or  invalidate   previously   signed                                                                    
agreements with AGDC members or other project team members.                                                                     
                                                                                                                                
Mr.  Butt  stated  that  his   understanding  was  that  the                                                                    
agreements  that  had  been signed  would  be  honored.  The                                                                    
project  had  discussed  the  matter   with  AGDC,  and  the                                                                    
corporation was  going to honor the  existing agreements. He                                                                    
recounted  that AKLNG  had read  questions  into the  public                                                                    
record  pertaining questions  about how  to execute  project                                                                    
work  when there  was not  a  free flow  of information.  He                                                                    
wanted   a   free   flow   of   information,   and   thought                                                                    
Representative  Edgmon had  raised an  important question  -                                                                    
whether state  legislators would see everything.  He thought                                                                    
it  was important  for legislators  when  speaking to  those                                                                    
working  on the  state's behalf;  so as  to provide  comfort                                                                    
that the  work was proceeding  as planned. He  discussed the                                                                    
importance of  having an integrated  team, and  enabling the                                                                    
spending  decision-makers to  be able  to communicate  about                                                                    
the project  particulars. The  alternative to  alignment and                                                                    
integration was increased costs.                                                                                                
                                                                                                                                
3:30:49 PM                                                                                                                    
                                                                                                                                
Representative Guttenberg referred to  a course some members                                                                    
had  taken  that  studied  the  successes  and  failures  of                                                                    
megaprojects. He  had learned that  project managers  were a                                                                    
key  component of  the success  of  projects, and  described                                                                    
them  as  "generalists"  who  had worked  in  a  variety  of                                                                    
project areas. He  suggested that Mr. Butt  was currently in                                                                    
such  a  position;  and  would  have  understanding  of  why                                                                    
project  decisions were  made,  changed, and  how they  came                                                                    
about. He thought  Mr. Butt was well  respected and wondered                                                                    
if  he saw  himself as  the  AKLNG project  manager for  the                                                                    
long-term.                                                                                                                      
                                                                                                                                
Mr. Butt  was happy to  work on the  project as long  as the                                                                    
project parties  thought they were getting  good results. He                                                                    
reminded the committee that no  employee lasted forever, and                                                                    
that was  why there  was a succession  clause. He  felt that                                                                    
one of the greatest testimonies  to the quality of the AKLNG                                                                    
team was that  they did not need him. He  likened his job to                                                                    
driving a Zamboni (making the  ice as smooth as possible for                                                                    
maximum speed);  and doing air traffic  control (making sure                                                                    
everyone takes off and lands on  time and nobody bumps in to                                                                    
each other mid-air). He stated that he enjoyed his job.                                                                         
                                                                                                                                
Representative  Edgmon  thought  the overall  project  costs                                                                    
were between  $45 billion  and $65  billion. He  referred to                                                                    
the  Trans-Alaska Pipeline,  and recalled  that the  project                                                                    
cost eight  times more than  what was  originally projected.                                                                    
He asked about Mr. Butt's  level of confidence in the budget                                                                    
for the  AKLNG project  staying within the  projected range.                                                                    
He referred to a presentation  by enalytica the previous day                                                                    
that  suggested  the project  had  a  greater likelihood  of                                                                    
success if it  was closer to the $45 billion  level than the                                                                    
$65 billion level.                                                                                                              
                                                                                                                                
Mr. Butt praised the project  team, and had every confidence                                                                    
that the  team was  comprised of the  right people  with the                                                                    
necessary experience. He relayed that  the lead party in the                                                                    
AKLNG  project had  just completed  another project  (with a                                                                    
large gas plant,  large LNG plant, and  a 600-mile pipeline)                                                                    
ahead of schedule and under  budget. The project had been in                                                                    
remote and  difficult terrain, and the  pipeline had crossed                                                                    
two  mountain ranges.  He expressed  that he  had a  healthy                                                                    
respect for the unknown, and  it was the unknown that caused                                                                    
projects trouble. He  referred back to the  gated process as                                                                    
a means of driving down cost and ensuring project success.                                                                      
                                                                                                                                
3:35:47 PM                                                                                                                    
                                                                                                                                
Representative  Edgmon referred  to  Mr.  Butt's mention  of                                                                    
contingency plans and  suggested that the supply  of LNG was                                                                    
overtaking the demand.  He wondered if there  was a scenario                                                                    
under which  AKLNG had  to build the  project for  much less                                                                    
than $45 billion.                                                                                                               
                                                                                                                                
Mr. Butt  responded that the  project was  currently working                                                                    
on  how to  take large  sections of  the cost  structure out                                                                    
without losing  any reliability  or compromising  safety. He                                                                    
discussed   significant  recent   changes  in   systems  and                                                                    
materials, through  which the team  had found a way  to save                                                                    
$1.5 billion  from the project cost  estimate. Additionally,                                                                    
the  team had  found approximately  $500 million  in savings                                                                    
through fiber optics,  and was looking for  more. He relayed                                                                    
that the pipeline team had  found different ways to size and                                                                    
build the roads, and thought  they could cut $1 billion from                                                                    
the  initial  estimate for  gravel.  He  explained that  the                                                                    
savings were  offsetting pressures  from elsewhere;  such as                                                                    
labor   (a  huge   pressure),  camp   management,  personnel                                                                    
transportation,   and  pipe   acquisition.   The  team   was                                                                    
continuing to work the process to drive down the costs.                                                                         
                                                                                                                                
Representative Edgmon referred to  an earlier comment by Mr.                                                                    
Butt  that  approximated that  the  pipeline  was 20  to  25                                                                    
percent of  the entire  AKLNG project  cost. He  wondered if                                                                    
the pipeline  was the largest  cost variable subject  to the                                                                    
most fluctuation.                                                                                                               
                                                                                                                                
Mr. Butt responded that every  piece of the project had cost                                                                    
pressures,  and  the  pipeline  had  large  execution  risks                                                                    
(because of the large size and  need for so many people). He                                                                    
thought designs and drivers were  commonly areas of big cost                                                                    
overruns in big plants. He  specified that three quarters of                                                                    
the cost of AKLNG was  outside the pipeline. The probability                                                                    
was that there  would likely be cost overruns  in the plants                                                                    
rather than  the pipeline.  He thought  it was  important to                                                                    
get the  design correct so  there was no cost  overruns, and                                                                    
mentioned the importance of the  execution plans. He thought                                                                    
there had been many similar  projects with no cost overruns.                                                                    
He recounted that  all the LNG trains his  company had built                                                                    
in Qatar were built under budget,  and all the LNG trains in                                                                    
Papua New Guinea  were built under budget.  He reported that                                                                    
Point Thomson was being built under budget.                                                                                     
                                                                                                                                
3:38:56 PM                                                                                                                    
                                                                                                                                
Vice-Chair Saddler  asked Mr. Butt to  discuss the potential                                                                    
risks  and  rewards  for the  state's  project  partners  in                                                                    
AKLNG.                                                                                                                          
                                                                                                                                
Mr. Butt  stated that if  there was true alignment,  and the                                                                    
state put  up 25 percent  of the project cost,  and received                                                                    
25 percent of  the revenues; the parties who  put forward 75                                                                    
percent of the cost would get  75 percent of the revenue. He                                                                    
mentioned that  there would be tax  differentials that would                                                                    
skew the numbers, but he considered a  ratio of 3 to 1 to be                                                                    
a fair estimate  of the breakdown between the  state and the                                                                    
other  partners. He  emphasized having  a project  system in                                                                    
which  everyone was  working together  and when  prices went                                                                    
up, there was more profit to share.                                                                                             
                                                                                                                                
Vice-Chair Saddler  asked if there  were any  other benefits                                                                    
for the parties in delaying the project.                                                                                        
                                                                                                                                
Mr.  Butt  did  not  feel  qualified  to  answer  Vice-Chair                                                                    
Saddler's question,  but did  not see  how it  would benefit                                                                    
anyone to  delay the project  for any capricious  reason. He                                                                    
emphasized that the project parties  had put up $430 million                                                                    
to get  the results they  had received, everyone  had worked                                                                    
in good  faith, and there  was investment in  Point Thomson.                                                                    
He reiterated the importance of  keeping the costs down, and                                                                    
moving through the  gates; and thought that  all the parties                                                                    
wanted to have  enough confidence to get  through the gates.                                                                    
He thought that  there were different issues  raised by each                                                                    
of the parties,  but the process and the way  to resolve the                                                                    
issues was the same.                                                                                                            
                                                                                                                                
3:41:49 PM                                                                                                                    
                                                                                                                                
Mr. Butt  scrolled to slide 7:  "Alaska LNG by-the-numbers,"                                                                    
which illustrated results  of some of the  project teams. He                                                                    
wanted  to discuss  the community  outreach events  that the                                                                    
project had engaged in; he  thought that there had been over                                                                    
100  events.  Project staff  had  talked  with thousands  of                                                                    
Alaskans  and  hundreds  of  Alaskan  business  on  how  the                                                                    
project worked.  There had been  a lot of  positive meetings                                                                    
with  Native  corporations,   Native  villages,  and  tribal                                                                    
entities; and he  had been pleased by the  level of support.                                                                    
He  highlighted the  photographs  on slide  7; which  showed                                                                    
work on the project, including a recent community meeting.                                                                      
                                                                                                                                
3:42:57 PM                                                                                                                    
                                                                                                                                
Representative Gara  asked about  the purchase of  570 acres                                                                    
in Nikiski. He  recalled debate from the  two previous years                                                                    
about  whether  or  not  Nikiski  or  Valdez  would  be  the                                                                    
terminus for the project. He  wondered if the final decision                                                                    
had been made on the terminus in Nikiski.                                                                                       
                                                                                                                                
Mr.  Butt  thought that  all  parties  were aligned  on  the                                                                    
terminus location  in Nikiski. The  site had some  very good                                                                    
geotechnical  characteristics. He  referred to  a book  that                                                                    
would  be  provided  to  the  committee;  which  included  a                                                                    
summary of  all the sites  that were considered, as  well as                                                                    
how the  decision was  made. He felt  that all  the partners                                                                    
were comfortable with the terminus location.                                                                                    
                                                                                                                                
Co-Chair Neuman reviewed the agenda for the following day.                                                                      
                                                                                                                                
3:44:46 PM                                                                                                                    
                                                                                                                                
Representative  Wilson asked  if  the  committee would  hear                                                                    
from the attorney general.                                                                                                      
                                                                                                                                
Co-Chair Neuman  specified that the  committee had put  in a                                                                    
request to hear  from the attorney general  on the following                                                                    
Monday.                                                                                                                         
                                                                                                                                
HB  3001  was  HEARD  and  HELD  in  committee  for  further                                                                    
consideration.                                                                                                                  
                                                                                                                                
ADJOURNMENT                                                                                                                   
3:45:22 PM                                                                                                                    
                                                                                                                                
The meeting was adjourned at 3:45 p.m.                                                                                          

Document Name Date/Time Subjects
AKLNG Legislative Update 30Oct15 v1 2xBU.pdf HFIN 10/30/2015 1:30:00 PM
HB3001
HB 3001 10.30.15 Governor Walker on AKLNG Authority.pdf HFIN 10/30/2015 1:30:00 PM
HB3001
HB 3001 AGDC Transfer Letter.pdf HFIN 10/30/2015 1:30:00 PM
HB3001
HB 3001 Memorandum on AGDC Authority 10 26 15 (2).pdf HFIN 10/30/2015 1:30:00 PM
HB3001