Legislature(2015 - 2016)BUTROVICH 205

10/30/2015 09:00 AM Senate 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
09:04:47 AM Start
09:05:37 AM SB3001
09:08:10 AM Presentation: Aklng Project Update
10:54:44 AM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= SB3001 Presentation: Overview FY17 Operating Budget TELECONFERENCED
Heard & Held
Steve Butt, Project Manager, AKLNG Project
                 SENATE FINANCE COMMITTEE                                                                                       
                   THIRD SPECIAL SESSION                                                                                        
                     October 30, 2015                                                                                           
                         9:04 a.m.                                                                                              
                                                                                                                                
9:04:47 AM                                                                                                                    
                                                                                                                                
CALL TO ORDER                                                                                                                 
                                                                                                                                
Co-Chair MacKinnon called the Senate Finance Committee                                                                          
meeting to order at 9:04 a.m.                                                                                                   
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Senator Anna MacKinnon, Co-Chair                                                                                                
Senator Pete Kelly, Co-Chair                                                                                                    
Senator Peter Micciche, Vice-Chair                                                                                              
Senator Click Bishop                                                                                                            
Senator Mike Dunleavy                                                                                                           
Senator Lyman Hoffman                                                                                                           
Senator Donny Olson                                                                                                             
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
None                                                                                                                            
                                                                                                                                
ALSO PRESENT                                                                                                                  
                                                                                                                                
Steve Butt,  Project Manager,  AKLNG Project;  Senator Cathy                                                                    
Giessel; Senator Mia Costello;  Senator Kevin Meyer; Senator                                                                    
John   Coghill;  Senator   Gary  Stevens;   Senator  Charlie                                                                    
Huggins;  Representative Lora  Reinbold; Representative  Liz                                                                    
Vasquez;  Representative   Les  Gara;   Representative  Andy                                                                    
Josephson.                                                                                                                      
                                                                                                                                
SUMMARY                                                                                                                       
                                                                                                                                
SB 3001   APPROP: LNG PROJECT & FUND/AGDC/SUPP.                                                                                 
                                                                                                                                
          SB 3001 was HEARD and HELD in committee for                                                                           
          further consideration.                                                                                                
                                                                                                                                
PRESENTATION: AKLNG PROJECT UPDATE                                                                                              
                                                                                                                                
SENATE 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."                                                                          
                                                                                                                                
9:05:37 AM                                                                                                                    
                                                                                                                                
STEVE BUTT,  PROJECT MANAGER, AKLNG PROJECT,  explained that                                                                    
he worked  as the  senior project  manager for  the Alaska's                                                                    
Liquefied Natural Gas (AKLNG)  project. He specified that he                                                                    
worked for  all the project  partners to the  AKLNG project,                                                                    
which  was formed  in June,  2014; and  included the  Alaska                                                                    
Gasline Development Corporation  (AGDC), BP, ConocoPhillips,                                                                    
ExxonMobil,  and TransCanada.  He  shared that  he had  been                                                                    
with ExxonMobil  for just  over 30 years,  with most  of his                                                                    
time  spent in  project and  production roles;  including 14                                                                    
years in  South America, West  Africa, and Qatar  working on                                                                    
gas and liquid natural gas (LNG) projects.                                                                                      
                                                                                                                                
Mr. Butt  explained that he  wanted to show some  slides and                                                                    
give a  detailed quarterly update  that was provided  to the                                                                    
House  and   Senate  Resources  Committees  in   Palmer  the                                                                    
previous  September. He  shared that  he would  be utilizing                                                                    
slides  from the  presentation in  Palmer as  well as  other                                                                    
previously used slides. He added  that he would be providing                                                                    
members with a  book including all project  updates that had                                                                    
been given starting in September, 2014.                                                                                         
                                                                                                                                
^PRESENTATION: AKLNG PROJECT UPDATE                                                                                           
                                                                                                                                
9:08:10 AM                                                                                                                    
                                                                                                                                
Mr.  Butt  drew  attention to  the  PowerPoint  presentation                                                                    
"Alaska LNG, Fueling Alaska's  Future: Project Update" (copy                                                                    
on  file).  He discussed  slide  2,  "Alaska LNG  -  Project                                                                    
Overview,"  which gave  a high-level  overview of  the AKLNG                                                                    
project,  showed  photos  of   various  project  sites,  and                                                                    
communicated  the  scope  and breadth  of  the  project.  He                                                                    
stated  the  intent  of the  project  was  to  commercialize                                                                    
between 32 and 35 trillion cubic  feet of natural gas on the                                                                    
North  Slope,  primarily in  Prudhoe  Bay  (75 percent)  and                                                                    
Point Thomson (25 percent).                                                                                                     
                                                                                                                                
Mr. Butt drew attention to key  elements of slide 2, such as                                                                    
the central gas facility in  Prudhoe Bay, which provided the                                                                    
gas to  the project  and had  successfully operated  the oil                                                                    
field  for  over 40  years  by  reinjecting gas  to  support                                                                    
additional oil  production. He furthered that  the intent of                                                                    
the project was,  in the event of export, to  take a portion                                                                    
of the  gas (currently being  reinjected) and put it  into a                                                                    
treating   facility   to   be  cleaned,   transported,   and                                                                    
liquefied. He  pointed out a  photo of  an oil rig  at Point                                                                    
Thomson  and shared  that  the facility  hoped  start up  in                                                                    
early  2016, furthering  that the  combination of  the Point                                                                    
Thomson and Prudhoe Bay resources  were the "anchors" of the                                                                    
project.                                                                                                                        
                                                                                                                                
Mr. Butt continued  to discuss slide 2, and  related that he                                                                    
would   like  to   give  project   updates  throughout   the                                                                    
presentation.  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  furthered that managing  the CO2                                                                    
had been a big risk that  had been discussed since 2012, and                                                                    
the   regulatory  decision   by  AOGCC   was  an   important                                                                    
milestone. 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.  He                                                                    
described the process by which  the gas could be returned to                                                                    
the  ground,  after an  extraction  process  at a  treatment                                                                    
facility (indicated  in the photo  "Gas Treatment  Plant" on                                                                    
the slide); and  noted that care was needed  since CO2 could                                                                    
be  a  greenhouse  gas.  He  anticipated  that  the  project                                                                    
(extracting  12 percent  from the  Prudhoe Bay  field and  4                                                                    
percent from the Point Thomson  field) would put roughly 450                                                                    
million cubic  feet of CO2  back into the ground  every day,                                                                    
which would equate to 4.5  trillion cubic feet over the life                                                                    
of  the   project.  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.                                                                                                                        
                                                                                                                                
9:12:51 AM                                                                                                                    
                                                                                                                                
Mr.  Butt continued  to speak  to slide  2, and  updated the                                                                    
committee  on the  continuing work  on  the pipeline,  which                                                                    
went just  over 800 miles from  the Prudhoe Bay area  to the                                                                    
terminus in Nikiski.  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  and                                                                    
expected to arrive in January  2016. Testing on both systems                                                                    
was expected to  be done approximately by  April 2016; along                                                                    
with  the Pre-Front-End  Engineering  and Design  (Pre-FEED)                                                                    
work.                                                                                                                           
                                                                                                                                
Mr.  Butt  discussed  continued  work  on  the  liquefaction                                                                    
facility in  the Nikiski area; and  detailed activities such                                                                    
as securing  acreage, geophysical and  geotechnical testing,                                                                    
and  progress on  the plant  design. The  work would  inform                                                                    
resource   reports  for   the   Federal  Energy   Regulatory                                                                    
Commission (FERC),  which would allow the  project to obtain                                                                    
the  needed  permits.  He estimated  that  the  project  had                                                                    
invested approximately $430 million  between the concept and                                                                    
Pre-FEED  stages. The  majority  of the  project funds  went                                                                    
toward  the cost  of  permits, which  were  needed to  begin                                                                    
construction. The project submitted  the first set of permit                                                                    
requests in January  2014; and in January  2015 the resource                                                                    
permits were submitted.  In May 2015; FERC  agreed to create                                                                    
a docket  for an  environmental impact statement  (EIS), the                                                                    
second  draft  of  which  would be  complete  in  the  first                                                                    
quarter  of  2016, leading  to  an  EIS application  in  the                                                                    
fourth quarter of 2016.                                                                                                         
                                                                                                                                
9:15:04 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  referred  to  past  projects  that  had                                                                    
attempted  to  monetize  Alaska's  North  Slope  gas,  using                                                                    
examples such  as the Denali  project, and wondered  if more                                                                    
funds were  being spent  to forward  the AKLNG  project with                                                                    
the  current partnership  structure. Mr.  Butt thought  that                                                                    
every  past project  had a  different element  that made  it                                                                    
unsuccessful or uneconomic to  progress; including the Yukon                                                                    
Pacific  project,  the  Denali  Pipeline  project,  and  the                                                                    
Alaska  Pipeline   Project  (APP)[a  joint   effort  between                                                                    
TransCanada  Corporation   and  ExxonMobil   Corporation  to                                                                    
develop  a natural  gas pipeline  under  the Alaska  Gasline                                                                    
Inducement Act (AGIA)]. He thought  it was difficult to have                                                                    
a robust  gas project,  due to the  tight profit  margin and                                                                    
particularly when  the gas  needed treatment  and transport.                                                                    
He  furthered that  most  projects did  not  have their  own                                                                    
pipeline,  nor were  most projects  removing a  commensurate                                                                    
amount of  C02. He  discussed the plentitude  of gas  in the                                                                    
Lower 48, which  had been a detriment to  past projects that                                                                    
were trying to move gas there.                                                                                                  
                                                                                                                                
Mr. Butt  thought there  were elements  of AKLNG  which were                                                                    
different  than  past projects;  it  was  an integrated  LNG                                                                    
project with  a large volume  of gas underpinned  by foreign                                                                    
markets,  which tried  to make  enough economy  of scale  to                                                                    
make the project viable. If  the project were big enough and                                                                    
accessed  enough  market with  LNG,  it  could be  justified                                                                    
economically. He  mused that a  pipeline could only  go from                                                                    
one fixed  point to  another, while  liquefied gas  could be                                                                    
moved  anywhere  and was  much  more  flexible with  broader                                                                    
markets  and  strengths to  give  it  economy of  scale.  He                                                                    
considered the most important  difference from past projects                                                                    
to be  the fundamental  intent of  the project  design; with                                                                    
the   producers   and   the  state   working   together   to                                                                    
commercialize the resource.                                                                                                     
                                                                                                                                
9:19:51 AM                                                                                                                    
                                                                                                                                
Mr. Butt furthered that the  state had a derivative right to                                                                    
the revenues  from the  production of  LNG from  the leases.                                                                    
The state received  royalty shares at Prudhoe  Bay and Point                                                                    
Thomson, taxes,  and different forms of  tax structures; all                                                                    
of which the state would take in  the form of a share of the                                                                    
gas.  He  discussed  the favorable  alignment  of  the  four                                                                    
parties who had a claim on  the gas, with a focus on driving                                                                    
down costs and finding buyers to  drive up price to create a                                                                    
profit  margin. He  mentioned other  projects  in the  state                                                                    
that  were   not  necessarily  as  well   aligned,  and  had                                                                    
experienced value transfer and  value leakage. He summarized                                                                    
that AKLNG  was designed to  be more flexible  and economic,                                                                    
and had tried to create  alignment between the state and the                                                                    
producers, which put the state in  a role of a project owner                                                                    
rather than merely a revenue receiver.                                                                                          
                                                                                                                                
Vice-Chair  Micciche inquired  about  a spend-comparison  to                                                                    
past projects,  as a way  to see  how far along  the project                                                                    
had progressed,  and asked  for a  total of  expenditures of                                                                    
the AKLNG project  to date. Mr. Butt estimated  the spend to                                                                    
date  to  be  approximately  $430 million  to  $435  million                                                                    
total,  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.                                                                                                                        
                                                                                                                                
Mr.  Butt considered  total spending  to  be a  good way  to                                                                    
measure  progress,  however  he thought  milestones  were  a                                                                    
better way. He  recalled that Yukon Pacific  had received an                                                                    
EIS, which was a great achievement,  and as of yet AKLNG had                                                                    
not attained  one. He  noted that  the project  had received                                                                    
(from the U.S. Department of  Energy) the two export permits                                                                    
required to underpin  export, and only a  handful of current                                                                    
U.S. projects had  achieved the same. He  recounted that the                                                                    
AKLNG project  had received authorization  in under  a year,                                                                    
after completing  several hundred pages of  documentation to                                                                    
support the permit request for  both free trade and non-free                                                                    
trade countries. The project had  also advanced the FERC EIS                                                                    
through the first set of  resource reports and were close to                                                                    
the second  set, none  of which had  been completed  by past                                                                    
projects. He  specified that  there would  be a  later slide                                                                    
that addressed the larger process.                                                                                              
                                                                                                                                
9:24:35 AM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche asked for the  spending to date on Point                                                                    
Thomson. Mr.  Butt relayed that  the Point  Thomson operator                                                                    
had  publicly  expressed  that  they  had  spent  nearly  $4                                                                    
billion to develop the resource.                                                                                                
                                                                                                                                
Vice-Chair Micciche  asked about the value  of Point Thomson                                                                    
without  the AKLNG  export project.  Mr. Butt  discussed the                                                                    
size  of Point  Thomson, which  had  about 6  trillion to  8                                                                    
trillion cubic  feet of gas,  a few hundred  million barrels                                                                    
of oil; and  the vast value of the resource  was in the gas.                                                                    
ExxonMobil, in  partnership with BP and  ConocoPhillips, had                                                                    
put in  $4 billion  dollars. The  facility would  make about                                                                    
10,000  barrels  per  day  of   condensate,  which  did  not                                                                    
constitute a  wise investment. He stated  that Point Thomson                                                                    
was designed for the export  of gas; and the facilities were                                                                    
built, integrated,  and intended  to be  used for  the AKLNG                                                                    
project  gas export.  He detailed  that  the project  worked                                                                    
very  closely  with  the  Point   Thomson  and  Prudhoe  Bay                                                                    
operators  to  keep  the designs  integrated.  He  discussed                                                                    
calibration of  equipment in the  high-pressure, high-volume                                                                    
system  that  was  sensitive  to  even  minute  changes.  He                                                                    
projected that  the project could produce  about 3.3 billion                                                                    
to 3.7 billion cubic feet of  gas, with about 2.4 billion to                                                                    
2.5 billion cubic  feet per day of LNG, which  was ten times                                                                    
what  the state  used; and  as much  gas as  the country  of                                                                    
Germany could use.  He projected that, with  a timely start,                                                                    
future AKLNG gas production could  constitute more than five                                                                    
percent of the global LNG  demand. He reiterated that it did                                                                    
not make sense to spend  $4 billion to develop Point Thomson                                                                    
for only  10,000 barrels a  day of condensate, but  it would                                                                    
make sense as  a part of the larger project.  He referred to                                                                    
the Point Thomson Settlement [a  2012 settlement between the                                                                    
State  of  Alaska  and  leaseholders  (ExxonMobil  Corp  and                                                                    
partners) regarding  the development  of Point  Thomson] and                                                                    
the importance of being a stand-alone project.                                                                                  
                                                                                                                                
9:28:11 AM                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche asked  if there  was any  potential for                                                                    
the Point  Thomson project to  have a positive value  to the                                                                    
developer if  it was  unable to monetize  the gas.  Mr. Butt                                                                    
thought it  depended upon  the price  of condensate,  but at                                                                    
the current price it was not favorable.                                                                                         
                                                                                                                                
Vice-Chair Micciche  thought it was  fair to combine  the $4                                                                    
billion  investment into  the  potential  investment of  the                                                                    
AKLNG  project. Mr.  Butt  viewed the  funds  that had  been                                                                    
expended  toward  the  Point   Thomson  (as  well  as  funds                                                                    
expended  toward  developing  Prudhoe  Bay) to  be  part  of                                                                    
project development of AKLNG.                                                                                                   
                                                                                                                                
Vice-Chair Micciche  stated that billions had  been spent in                                                                    
preparation  for AKLNG,  and he  thought such  unprecedented                                                                    
level  of  investment  demonstrated the  states  seriousness                                                                    
about the project.                                                                                                              
                                                                                                                                
Senator  Hoffman  asked Mr.  Butt  to  discuss the  previous                                                                    
comment that the  project producers needed the  state at the                                                                    
table.   Mr.  Butt   discussed   the   importance  of   good                                                                    
relationships with  the sovereign  (State of Alaska)  due to                                                                    
the  complex  and  difficult  nature   of  the  project.  He                                                                    
emphasized  the  importance  in  having  confidence  in  the                                                                    
ability to  work through challenges  with the  sovereign. He                                                                    
thought  that  the  most  successful  LNG  projects  he  had                                                                    
observed were ones  in which the state had a  clear role and                                                                    
in which there was a good working relationship.                                                                                 
                                                                                                                                
9:32:14 AM                                                                                                                    
                                                                                                                                
Senator Dunleavy  discussed the aforementioned  $430 million                                                                    
spent on the  project and wondered who had  spent the funds.                                                                    
Mr. Butt explained that funds  were spent by all the project                                                                    
participants,  and  the  four  parties  had  each  spent  25                                                                    
percent.  He clarified  that the  spending on  Point Thomson                                                                    
was by  the Point Thomson  participants, which was  a little                                                                    
different.                                                                                                                      
                                                                                                                                
Senator  Dunleavy referred  to  concern that  the state  was                                                                    
spending large amounts of money  to no end, and thought that                                                                    
the project partners equivalent spending was a good sign.                                                                       
                                                                                                                                
Co-Chair MacKinnon explained  that the committee represented                                                                    
the  population  of  Alaska,   and  she  hoped  the  project                                                                    
partners understood that  the legislature and administration                                                                    
were responsible  to the people.  She expressed  support for                                                                    
the project and support for  the administration in being the                                                                    
head  of  state and  leading  the  project to  a  successful                                                                    
conclusion.                                                                                                                     
                                                                                                                                
Mr.  Butt   discussed  slide  3,   "Alaska  LNG   -  Project                                                                    
Overview," and  reviewed the  spending and  completion rates                                                                    
for various project stages. He  relayed that the project had                                                                    
spent about  $303 million  on the  Pre-FEED stage,  and $110                                                                    
million  on the  concept design  that preceded  the Pre-Feed                                                                    
stage. He  thought that spending  would begin to  taper off.                                                                    
He discussed the design scope,  specifying that it was about                                                                    
83  percent  completed  and was  sufficient  to  inform  the                                                                    
resource reports and make decisions.  He discussed the scope                                                                    
of  the work  within the  Pre-FEED  stage, and  the goal  of                                                                    
trying to  "de-risk" the  project in  order to  understand a                                                                    
detailed level  of executable plans that  included materials                                                                    
and expertise.                                                                                                                  
                                                                                                                                
Mr. Butt reported  that the summer field work  was about 100                                                                    
percent done,  and had been  comprised of  approximately 250                                                                    
people in  Alaska, 80 percent  of which were  Alaskans. Most                                                                    
of the  summer field  workers were  involved in  testing the                                                                    
route   to   determine  environmental   impacts,   including                                                                    
examination  of historical  and archeologically  significant                                                                    
sites. He continued that Alaska  Native historical sites had                                                                    
been found  in proximity  to the  pipeline route,  and after                                                                    
working  with  the  Department of  Natural  Resources  State                                                                    
Historic  Preservation Office  to document  and protect  the                                                                    
sites, the route was changed.  He added that the project had                                                                    
worked  with  AGDC  to complete  and  confirm  the  pipeline                                                                    
route,  which also  provided  information  for the  resource                                                                    
reports.  He expressed  great  appreciation  that the  field                                                                    
season was completed without a single safety incident.                                                                          
                                                                                                                                
9:37:40 AM                                                                                                                    
                                                                                                                                
Mr. Butt discussed the 2016  work program and budget (WP&B),                                                                    
and explained  that it had  been completed and  submitted to                                                                    
the project  partners. He clarified  for the  committee that                                                                    
on December  4, 2015, 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.  He specified that                                                                    
the WP&B  would define  in great  detail who  would complete                                                                    
particular  tasks to  accomplish specific  goals to  advance                                                                    
the  regulatory  work,  complete  the  project  design,  and                                                                    
attempt to drive down costs.                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  referred  to  increased  funding  being                                                                    
requested in  the bill,  and asked  if the  project partners                                                                    
had pre-approved the Pre-FEED  expenses. She wondered if the                                                                    
project operated  differently than the state  with regard to                                                                    
needing  ongoing approval  for  funding.  Mr. Butt  conveyed                                                                    
that  traditionally partners  (state or  private enterprise)                                                                    
funded  projects in  phases,  and furthered  that  he had  a                                                                    
slide to illustrate the AKLNG  project phases. He thought it                                                                    
very uncommon  and problematic to  fund on an  annual basis,                                                                    
explaining  that the  uncertainty of  such a  method created                                                                    
risk.  He furthered  that normally  all parties  invested by                                                                    
phase that was not tied to  a calendar. He asserted that the                                                                    
structure of the  funding (a construct that was  part of the                                                                    
Pre-FEED  process) was  unique  and did  not  exist in  most                                                                    
other ventures.                                                                                                                 
                                                                                                                                
Co-Chair MacKinnon reminded Mr.  Butt that the committee was                                                                    
new  to the  negotiation table  and  was doing  its best  to                                                                    
provide stability. She agreed to  move the work plan forward                                                                    
as quickly as possible within the process.                                                                                      
                                                                                                                                
9:41:18 AM                                                                                                                    
                                                                                                                                
Mr. Butt referred  to the aforementioned book  that would be                                                                    
provided  to all  legislators, 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 a pipeline. To have  a product that could access world-                                                                    
wide markets,  the gas  must be  liquefied and  cleaned. The                                                                    
gas  liquefaction   and  treatment  facilities   were  major                                                                    
project   components,   and   without  them   the   pipeline                                                                    
(constituting  only 20  percent of  the project  cost) would                                                                    
not make sense.                                                                                                                 
                                                                                                                                
Mr. Butt suggested  that because AKLNG was a  FERC Section 3                                                                    
regulated  project,  it  was   a  different  construct  than                                                                    
traditional  pipeline projects.  In  a traditional  pipeline                                                                    
project, such  as APP and Denali,  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.  The regulatory concerns pertaining                                                                    
to anti-trust resulted in a  lack of communication and idea-                                                                    
sharing.  He  referred  back to  the  fundamental  alignment                                                                    
between  the state  and the  project partners,  and revealed                                                                    
that under FERC Section 3  all parties in AKLNG were allowed                                                                    
to  communicate,   which  allowed  for   beneficial  project                                                                    
integration and extensive cost savings.                                                                                         
                                                                                                                                
9:45:06 AM                                                                                                                    
                                                                                                                                
Mr. Butt emphasized the importance  of competing in a global                                                                    
market. He  considered the single  most important  metric of                                                                    
the  AKLNG  project  was  to   determine  if  LNG  could  be                                                                    
delivered  to the  global market  for less  than it  cost to                                                                    
generate. He  listed important  factors for  project success                                                                    
as alignment, risk reduction, and cost reduction.                                                                               
                                                                                                                                
Mr. Butt  discussed the importance  of alignment and  how it                                                                    
related  to  the project.  Rather  than  working on  complex                                                                    
commercial challenges,  it was  important to  streamline for                                                                    
maximum  profitability  and   commensurate  return  to  each                                                                    
partner.                                                                                                                        
                                                                                                                                
9:48:12 AM                                                                                                                    
                                                                                                                                
Senator Olson thought  that the state was  at a disadvantage                                                                    
by utilizing  consultants rather than  technically qualified                                                                    
in-house employees  who shared the same  philosophy and were                                                                    
part  of   the  same   team.  He  discussed   the  technical                                                                    
qualifications of  the individuals  who were working  on the                                                                    
state's behalf,  and wondered how  Mr. Butt could  allay his                                                                    
concerns. Mr.  Butt thought that  Senator Olson made  a fair                                                                    
comment.  He  restated  the  importance  of  alignment,  and                                                                    
thought  that ideally  the project  would  be structured  so                                                                    
that all parties equally benefitted.  He used the example of                                                                    
a  comparably-structured LNG  project in  the South  Pacific                                                                    
which had  come in  under budget and  ahead of  schedule, in                                                                    
which the  sovereign had  a 23  percent interest.  He stated                                                                    
that  the  partner  structure was  not  designed  to  create                                                                    
commercial  advantage or  disadvantage; but  rather intended                                                                    
to create a sense of trust and alignment.                                                                                       
                                                                                                                                
Mr. Butt moved  to slide 4, "Project  Team", and highlighted                                                                    
a  photograph of  the project  team, which  he described  as                                                                    
incredibly  experienced. He  acknowledged that  there was  a                                                                    
difference  in  background  and experience,  and  understood                                                                    
Senator Olson's concern.                                                                                                        
                                                                                                                                
9:52:07 AM                                                                                                                    
                                                                                                                                
Mr. Butt  continued to  discuss slide 4,  noting that  a new                                                                    
role  had  been  added  to   the  organizational  chart.  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.                                                                                                         
                                                                                                                                
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.                                                                                                   
                                                                                                                                
9:56:58 AM                                                                                                                    
                                                                                                                                
Senator   Hoffman  referred   to   two   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                                                                    
outlined that  TransCanada had  committed to  have employees                                                                    
in  place through  May  2015; and  added  that the  pipeline                                                                    
deliverables were  targeted to  be completed by  April 2015.                                                                    
He verified  that there were  15 employees  from TransCanada                                                                    
on  the  AKLNG project,  12  technical  professionals and  3                                                                    
support  professionals. Between  January 2016  and May  2016                                                                    
the project  would work with TransCanada  and other partners                                                                    
to find a place where  the employees could migrate back into                                                                    
productive  roles in  their parent  corporation and  then be                                                                    
replaced. The employees would transition  from 15 to about 4                                                                    
or 5 by the end of  May 2015. TransCanada had also committed                                                                    
to ensuring all Pre-FEED deliverables  were done, as well as                                                                    
making sure the employees  were accessible through different                                                                    
contract structures such as secondment.                                                                                         
                                                                                                                                
Mr.  Butt discussed  secondment  agreements,  under which  a                                                                    
person from  another company was  contractually part  of the                                                                    
lead party's organization. Under  the Pre-FEED joint venture                                                                    
agreement (JVA),  ExxonMobil was  the lead party  because it                                                                    
owned  the largest  share  of gas  between  Prudhoe Bay  and                                                                    
Point Thomson, which meant it  had the obligation to use its                                                                    
systems  in a  way that  drove down  costs for  everyone. He                                                                    
added that when individuals from  other companies came in as                                                                    
secondees,  they  signed an  agreement  that  they would  be                                                                    
treated exactly  like every other  employee and  have access                                                                    
to all  information, but promised  to treat  the information                                                                    
in a confidential manner.                                                                                                       
                                                                                                                                
Mr.  Butt  continued  discussing secondment  agreements  and                                                                    
used the example of AKLNG  project manager Mike Britton, who                                                                    
had access  to all the  project information, but  had agreed                                                                    
to  protect information  that was  "lead party  intellectual                                                                    
property"  (such  as  how certain  things  were  built).  He                                                                    
elaborated that  a trust relationship was  fostered so there                                                                    
were  no   barriers  within  the  team.   He  asserted  that                                                                    
confidentiality   to  the   project  was   about  preserving                                                                    
competitiveness. He  elucidated that a project  team such as                                                                    
AKLNG would not  want the information it created  to be used                                                                    
by other project  teams to get their cost of  supply down to                                                                    
capture  market  share  that AKLNG  wanted  to  capture.  He                                                                    
clarified  that  there  were confidentiality  structures  to                                                                    
share   information  with   all  project   participants  and                                                                    
signatories so they could  see everything. Additionally, the                                                                    
confidentiality structures  were for companies  AKLNG worked                                                                    
with  - the  company  that built  the  large cryogenic  heat                                                                    
exchangers had  spent decades perfecting the  technology and                                                                    
they  wanted  to  protect  it  from  their  competitors.  He                                                                    
summarized  that  the  confidentiality structures  were  not                                                                    
intended to  undermine the free flow  of information; rather                                                                    
they were intended to ensure  the project was as competitive                                                                    
as possible and could access the best suppliers.                                                                                
                                                                                                                                
10:02:22 AM                                                                                                                   
                                                                                                                                
Co-Chair  Kelly  discussed confidentiality  agreements,  and                                                                    
referred  to  the  hundreds of  contractors  that  had  been                                                                    
mentioned. He  wondered how many  confidentiality agreements                                                                    
were signed  in the  course of the  project. He  referred to                                                                    
heated debate  regarding the agreements, and  inquired about                                                                    
the problems  that were created  when an  individual refused                                                                    
to  sign a  confidentiality  agreement.  Mr. Butt  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. He thought  that AKLNG had                                                                    
a   couple   dozen   suppliers   with   confidentiality/non-                                                                    
disclosure  agreements currently  in place,  but would  have                                                                    
hundreds by the end of the project.                                                                                             
                                                                                                                                
Mr.  Butt discussed  some concerns  pertaining to  AGDC that                                                                    
were  put  into  public  record  two  weeks  previously.  He                                                                    
stressed  the importance  of creating  simple structures  to                                                                    
protect  those  that  were   partnering  with  the  project,                                                                    
pointing out  the difficulty and  complexity of  operating a                                                                    
successful project  with some  individuals having  waived or                                                                    
foregone  confidentiality  agreements.  He  summarized  that                                                                    
confidentiality  structures  reinforced  the  alignment  and                                                                    
competitiveness   that  was   necessary  for   a  successful                                                                    
project;  and   helped  ensure  that  groups   such  as  the                                                                    
committee, the legislature, and  broader participants in the                                                                    
state could have confidence that  the state's investment was                                                                    
being used well.                                                                                                                
                                                                                                                                
10:08:33 AM                                                                                                                   
                                                                                                                                
Co-Chair Kelly asked for a  description of possible problems                                                                    
if   a  key   decision-maker  did   not  participate   in  a                                                                    
confidentiality agreement.  Mr. Butt  explained that  in the                                                                    
event  that  an  individual  were  to  receive  confidential                                                                    
information and  chose not to  keep it  confidential, anyone                                                                    
who  had provided  the confidential  information would  have                                                                    
breached     their     confidentiality    agreement.     The                                                                    
confidentiality  agreement  was   between  the  people  that                                                                    
signed the agreement, and people  outside the agreement were                                                                    
not  bound   by  it.   He  related   that  there   had  been                                                                    
conversations  with  representatives  from the  state  about                                                                    
making sure  that regardless of a  confidentiality agreement                                                                    
in  place (or  not);  they would  honor  the information  as                                                                    
confidential and  treat it  as such,  and all  agreements on                                                                    
the  information were  going to  be treated  as confidential                                                                    
before it was transmitted.                                                                                                      
                                                                                                                                
Mr.  Butt expressed  that at  some point  he would  be going                                                                    
beyond  his  area of  expertise  in  project management  and                                                                    
design  if  the  committee was  to  discuss  confidentiality                                                                    
agreements  further. He  reminded the  committee that  AKLNG                                                                    
had already signed  multiple confidentiality agreements with                                                                    
key suppliers. He shared that  the company that provided the                                                                    
chemical to  separate the CO2  from the  gas had one  of the                                                                    
most strict confidentiality agreements  that could be found,                                                                    
and explained  the motivation for  such a strict  policy was                                                                    
the protection of their chemical  formula. He furthered that                                                                    
AKLNG  could  not  proceed without  the  supplier,  and  the                                                                    
supplier was aware of the fact.                                                                                                 
                                                                                                                                
Co-Chair Kelly asked  if there was a  key decision-maker who                                                                    
was not  under a confidentiality  agreement, was it  true to                                                                    
say  the individual  could not  make decisions  in the  best                                                                    
interest of the organization  they represented. Mr. Butt was                                                                    
not sure if he was qualified to answer the question.                                                                            
                                                                                                                                
Vice-Chair  Micciche stressed  that all  of the  committee's                                                                    
discussion  was in  aid of  ensuring that  the state  had an                                                                    
organization  that  could  bring  full value  of  the  AKLNG                                                                    
project to  the State of  Alaska. He discussed  the attorney                                                                    
general and confidentiality agreements.  He used DOR and DNR                                                                    
as  examples  of  state agencies  that  frequently  utilized                                                                    
confidentiality  as  a  matter   of  course.  He  related  a                                                                    
personal story regarding a  confidentiality concern while he                                                                    
was  Mayor  of Soldotna.  He  wondered  how the  legislature                                                                    
could   balance  the   difference  between   the  need   for                                                                    
confidentiality and  with the ability of  the administration                                                                    
to fully participate in the  project and share the necessary                                                                    
information.                                                                                                                    
                                                                                                                                
10:13:57 AM                                                                                                                   
AT EASE                                                                                                                         
                                                                                                                                
10:15:13 AM                                                                                                                   
RECONVENED                                                                                                                      
                                                                                                                                
Vice-Chair  Micciche thought  perhaps his  previous question                                                                    
was a better question for  the attorney general, and decided                                                                    
to withhold  his question  for a future  date. He  felt sure                                                                    
that important information about  the AKLNG project could be                                                                    
shared with the public while still being fully functional.                                                                      
                                                                                                                                
10:15:47 AM                                                                                                                   
                                                                                                                                
Co-Chair  MacKinnon mentioned  a  letter  that directed  the                                                                    
attorney general to manage  the special legislative session.                                                                    
She pointed out that  there were no administrative officials                                                                    
in the committee  room. She noted that  the attorney general                                                                    
was scheduled to testify in  the committee later in the day.                                                                    
She hoped  that administrative  employees would  be prepared                                                                    
to  answer  questions  later  in  the  day  with  regard  to                                                                    
confidentiality,  in aid  of preserving  competitiveness and                                                                    
creating alignment within the project partnership.                                                                              
                                                                                                                                
10:17:47 AM                                                                                                                   
                                                                                                                                
Mr. Butt presented slide 5, "AKLNG Project Scope":                                                                              
                                                                                                                                
     AKLNG Project Team - Pre-FEED Project Scope (under                                                                         
     JVA)                                                                                                                       
          •Integrated Project Design Basis                                                                                      
          •Train sizes and configuration                                                                                        
          •Finalize Plot Plans                                                                                                  
          •Driver-compressor selection                                                                                          
          •Air emissions and modeling                                                                                           
          •Finalize Process Design                                                                                              
          •Generate data for Resource Reports                                                                                   
          •Finalize Pipeline Size and Route                                                                                     
          •Cost & Schedule Deliverables                                                                                         
          •FEED Execution Plan                                                                                                  
          •Regulatory/Permitting Plan                                                                                           
          •ITT and FEED Contracting Plan                                                                                        
                                                                                                                                
     Other Activities being executed by Co-Venturers &                                                                          
     State of Alaska (Commercial Work by CoVs)                                                                                  
          •SoA - Gas Fiscals, PILT, RIK                                                                                         
          •Governance for FEED and beyond                                                                                       
          •Long Term Organization, including roles and                                                                          
          responsibilities                                                                                                      
          •FERC Filings                                                                                                         
          •Commercial / Fiscal / Regulatory Agreements                                                                          
          •Gas supply / balancing                                                                                               
          •Upstream Agreements                                                                                                  
          •Others…                                                                                                              
                                                                                                                                
     Keys to Success (ARC)                                                                                                      
          •Alignment                                                                                                            
          •Risk reduction - reducing the range of                                                                               
          uncertainty (perceived risks)                                                                                         
          •Cost reduction and predictability                                                                                    
                                                                                                                                
Mr. Butt differentiated the two  categories of AKLNG project                                                                    
roles as  listed on  the slide. The  AKLNG project  team did                                                                    
design  and  regulatory  work  under the  JVA  to  make  the                                                                    
project less risky  and drive down costs, and  to secure the                                                                    
needed permits  to evaluate whether  the project  could move                                                                    
from Pre-FEED  into the FEED  stage. He pointed out  that in                                                                    
addition  to  the  135 employers  and  100s  of  contractors                                                                    
supporting the project team, there  was commercial work done                                                                    
by the  co-venturers and the  State of Alaska.  He specified                                                                    
that each  company in  the project  had dedicated  dozens of                                                                    
people   to  the   commercial  activities   of  establishing                                                                    
structure to help the project  move forward, while the other                                                                    
team finished  the work  required to  get certainty  to move                                                                    
forward.                                                                                                                        
                                                                                                                                
10:19:25 AM                                                                                                                   
                                                                                                                                
Mr. Butt  presented slide  6, "Project  Development Phases,"                                                                    
and  discussed the  phased/gated project  management process                                                                    
used to manage large  projects. He emphasized the importance                                                                    
of making sure  all project participants were  ready to move                                                                    
through  each  of  the phases.  He  listed  the  development                                                                    
phases,  including  concept   select,  optimize  (Pre-FEED),                                                                    
define  (FEED), and  execution-startup.  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.  He  specified  that  the                                                                    
concept  select  phase  was  completed  in  June  2014.  The                                                                    
current  phase was  optimize (Pre-FEED),  where the  project                                                                    
endeavored  to drive  down costs,  advance regulatory  work,                                                                    
make  sure  the  design  would  work  and  be  executed.  He                                                                    
specified that the 2016 WP&B  supported the work in the Pre-                                                                    
FEED stage but  also set up the project for  the FEED stage.                                                                    
The FEED  stage involved  taking the simple  and rudimentary                                                                    
designs   and   making   them    more   complex   and   with                                                                    
specifications for building. The  final phase was execution,                                                                    
in  which  the  project reached  final  investment  decision                                                                    
(FID) and the project was actually built.                                                                                       
                                                                                                                                
Mr.  Butt drew  attention to  the "Project  Influence Curve"                                                                    
graph on slide  2 and pointed out that as  the project moved                                                                    
through  the  phases,  the  ability   to  make  changes  and                                                                    
influence  details  diminished.  Conversely, the  amount  of                                                                    
money spent  increased and  reflected the  actual forecasted                                                                    
spending line  for the project.  The spend  line represented                                                                    
about $30  million per year  doing concept work, and  in the                                                                    
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 to  be more                                                                    
detailed, and  in the in  the final phase the  project would                                                                    
spend $30 million  per day to procure and  construct for the                                                                    
project.  He   stressed  the  importance  of   honoring  the                                                                    
function  of  the  different project  phases,  in  order  to                                                                    
prudently  spend larger  amounts of  money when  the project                                                                    
was  fully defined,  informed, and  permitted. He  discussed                                                                    
how  the margin  for error  factored  in to  the curve,  and                                                                    
decreased  as the  project approached  the  final phase.  He                                                                    
described how other projects failed  after spending too much                                                                    
money  in   the  initial  phases  and   not  completing  the                                                                    
important preparatory work.                                                                                                     
                                                                                                                                
10:25:37 AM                                                                                                                   
                                                                                                                                
Co-Chair MacKinnon discussed recent  remarks by the director                                                                    
of the Office  of Management and Budget,  which pertained to                                                                    
the administration's interest in  moving items normally done                                                                    
in  the FEED  stage back  to the  Pre-FEED stage.  She asked                                                                    
about  the  fiscal  consequences   of  altering  the  staged                                                                    
project management,  and wondered  if more  discussion would                                                                    
be needed.  Mr. Butt  discussed the  concept of  moving work                                                                    
forward to diminish uncertainty, and  related it back to the                                                                    
concept of  alignment. He outlined  that it was  a conscious                                                                    
decision to spend more money  and do more work to accomplish                                                                    
certainty,  and emphasized  the  need for  agreement of  all                                                                    
parties since it was not without consequence.                                                                                   
                                                                                                                                
Co-Chair MacKinnon  asked if there  were instances  in which                                                                    
transitioning work from the FEED  to the Pre-FEED stage cost                                                                    
more  money  and  perhaps  had   to  be  re-done.  Mr.  Butt                                                                    
responded  in  the  affirmative,   and  added  that  it  was                                                                    
especially so in a highly regulated project like AKLNG.                                                                         
                                                                                                                                
Mr. Butt went  back to slide 6, concluding  that the project                                                                    
was on schedule  to complete the Pre-FEED  phase by mid-year                                                                    
2016  and would  be ready  for a  FEED decision  by mid-year                                                                    
2017, and the work was being  done at cost or below original                                                                    
estimates. He  stated that other  than a few items  that had                                                                    
been  added  to   the  work  scope,  the   AKLNG  spend  was                                                                    
underneath what  was forecasted,  no contingent  monies were                                                                    
spent,  and the  project  was continuing  to liquidate  work                                                                    
effectively.                                                                                                                    
                                                                                                                                
10:29:50 AM                                                                                                                   
                                                                                                                                
Senator  Dunleavy   discussed  the  different   attempts  to                                                                    
monetize gas in  the past, and thought that oil  was more of                                                                    
a priority  for resource  extraction at  the time,  with gas                                                                    
being used as  a lifter [gas can be injected  to lift oil to                                                                    
the surface of a well]. Mr. Butt agreed.                                                                                        
                                                                                                                                
Senator  Dunleavy referred  to research  on monetizing  gas,                                                                    
and thought AOGCC  made a ruling regarding  taking a certain                                                                    
amount of gas from the North Slope. Mr. Butt agreed.                                                                            
                                                                                                                                
Senator Dunleavy  asked if the  ruler of Qatar  was required                                                                    
to sign a confidentiality agreement,  and wondered if he was                                                                    
able  to access  any  information he  wished.  Mr. Butt  was                                                                    
unsure of the answer.                                                                                                           
                                                                                                                                
Senator  Dunleavy  questioned if  Mr.  Butt  worked for  the                                                                    
legislature or worked for the  project. Mr. Butt shared that                                                                    
he worked  for the State  of Alaska as a  participant paying                                                                    
25 percent  of the  bills, and viewed  the legislature  as a                                                                    
kind of  board representing Alaskans. He  viewed the project                                                                    
as working for all Alaskans.                                                                                                    
                                                                                                                                
Senator Dunleavy expressed that he  had felt confusion as to                                                                    
who was  in command of  the project  and who was  making the                                                                    
decisions.  He   asked  what  concerns   Mr.  Butt   had  if                                                                    
TransCanada were to leave the  project. Mr. Butt referred to                                                                    
the  loss   of  access   to  TransCanada's   experience  and                                                                    
expressed confidence in the experience  of the other project                                                                    
partners. He  reiterated that  TransCanada had  committed to                                                                    
help finish the Pre-FEED deliverables.                                                                                          
                                                                                                                                
Senator  Dunleavy inquired  if Mr.  Butt was  confident that                                                                    
AKLNG could bridge the experience  gap through secondment of                                                                    
employees. Mr. Butt responded in the affirmative.                                                                               
                                                                                                                                
Senator Dunleavy queried about  research on a larger 48-inch                                                                    
pipe,  and   wondered  if  the   state  had   requested  the                                                                    
information  rather than  the  other  project partners.  Mr.                                                                    
Butt answered in the affirmative.                                                                                               
                                                                                                                                
Senator Dunleavy  asked if  the price  for the  research was                                                                    
approximately  $30   million.  Mr.   Butt  replied   in  the                                                                    
affirmative.                                                                                                                    
                                                                                                                                
10:33:35 AM                                                                                                                   
                                                                                                                                
Senator Dunleavy asked  how the state could  be assured that                                                                    
there was alignment on the  value side (money going out), if                                                                    
the joint marketing  agreements were not in  place. Mr. Butt                                                                    
stated  that he  was not  a marketer,  and referred  back to                                                                    
slide 5,  pointing out  that marketing  was included  in the                                                                    
"Other Activities  being executed by co-venturers  and State                                                                    
of  Alaska" role.  He emphasized  the need  for transparency                                                                    
throughout the project and assurance  that the state's share                                                                    
of the  resource was  commensurate with  the share  it would                                                                    
get  out.  He  thought  there were  other  individuals  more                                                                    
equipped to assist Senator Dunleavy in his inquiry.                                                                             
                                                                                                                                
Senator  Dunleavy wondered  if the  current partnership  was                                                                    
the  ideal  structure for  all  partners  to get  what  they                                                                    
wanted, or was  there another model that  could work better.                                                                    
Mr.  Butt thought  there  was always  room  to improve,  and                                                                    
emphasized that  the AKLNG project  had endeavored  to learn                                                                    
from  past projects  which were  unsuccessful. He  discussed                                                                    
the need  for building  alignment with  the state,  in order                                                                    
for it  to have a  seat at the  table and operate  under the                                                                    
same rules and structures as  the other partners. He thought                                                                    
that  AKLNG was  pursuing a  very effective  model that  had                                                                    
been successful for  all participants (including sovereigns)                                                                    
in other places.                                                                                                                
                                                                                                                                
Senator Dunleavy  requested Mr.  Butt to give  the committee                                                                    
parting  thoughts or  considerations regarding  the exit  of                                                                    
TransCanada from  the AKLNG  partnership. Mr.  Butt extended                                                                    
his thanks  to the  TransCanada team for  the work  they had                                                                    
done in the  concept and Pre-FEED stages of  the project. He                                                                    
referred to the succession  planning and transition planning                                                                    
that was  in place  with TransCanada and  thought it  was at                                                                    
the  state's  discretion  to  work  through  the  transition                                                                    
process.                                                                                                                        
                                                                                                                                
10:37:50 AM                                                                                                                   
                                                                                                                                
Vice-Chair Micciche  discussed FID  for AKLNG and  asked Mr.                                                                    
Butt to  comment on the  eventuality of a  negative decision                                                                    
with  partners in  disagreement, as  well as  what financial                                                                    
decisions were part  of FID. Mr. Butt explained  that in the                                                                    
event that partners did not  choose to progress into the FID                                                                    
stage, there  would be work  products and  deliverables that                                                                    
would help inform what it  would take to build and construct                                                                    
the  project.  He  related  that  often  projects  were  not                                                                    
progressed in FID  often because of a  fundamental change in                                                                    
the  market, and  investors viewed  it as  imprudent to  put                                                                    
resources  into  a project  without  a  reliable return.  He                                                                    
thought  that  key  decisions   in  FID  included  technical                                                                    
confidence  and regulatory  certainty.  He emphasized  trust                                                                    
and  issue resolution  and thought  that  AKLNG had  learned                                                                    
from history  and set up  a structure through  which parties                                                                    
could work  together and use  best practices  from industry,                                                                    
while using a disciplined approach.                                                                                             
                                                                                                                                
Vice-Chair Micciche discussed the  necessity of learning the                                                                    
best way to  move forward with the project,  and stated that                                                                    
he  did not  have a  "project  at all  costs" mentality.  He                                                                    
thought  the  entire  legislature   was  excited  about  the                                                                    
potential for AKLNG.                                                                                                            
                                                                                                                                
10:42:27 AM                                                                                                                   
                                                                                                                                
Senator Bishop  commented on  the engagement  information on                                                                    
slide  7,  which  included  community  outreach  events  and                                                                    
meetings   with   Alaska   Native   regional   and   village                                                                    
corporations,  and stated  that  he would  like  to have  an                                                                    
expanded  discussion  with Mr.  Butt  at  a later  time.  He                                                                    
referred to a  labor study done by a third  party, and asked                                                                    
for Mr.  Butt to provide him  with a copy. He  wondered what                                                                    
percentage of  the AKLNG  project had  been factored  in for                                                                    
labor cost.                                                                                                                     
                                                                                                                                
Mr. Butt spoke  to the positive relationships  that had been                                                                    
created with  the Native corporations, and  pointed out that                                                                    
one  of the  Native corporations  was directly  working with                                                                    
AKLNG on the  gas treatment plant and LNG  plant designs. He                                                                    
furthered  that  there  were  multiple  Native  corporations                                                                    
supporting the AKLNG  summer field work. He  stated that the                                                                    
labor  studies  were  being done  in  conjunction  with  the                                                                    
Department   of   Labor   and  Workforce   Development   and                                                                    
Commissioner Drygas,  and agreed to share  them with Senator                                                                    
Bishop. He  specified that he  was unsure of  the percentage                                                                    
of labor cost  in the AKLNG project until  the labor studies                                                                    
were completed.                                                                                                                 
                                                                                                                                
Co-Chair  MacKinnon thanked  Mr. Butt  for appearing  before                                                                    
the committee.  Mr. Butt stressed  the importance  of having                                                                    
differences  of  opinion  within   the  state  and  producer                                                                    
parties;  it  meant  partners were  engaged  and  trying  to                                                                    
resolve issues.  He emphasized  the importance  of resolving                                                                    
issues in an  aligned manner and in a  constructive way that                                                                    
worked for all parties to move through the project phases.                                                                      
                                                                                                                                
10:46:22 AM                                                                                                                   
                                                                                                                                
Co-Chair   MacKinnon   applauded  the   administration   for                                                                    
withdrawing the  proposed oil reserves tax  from the special                                                                    
session  agenda, and  for helping  to place  some additional                                                                    
certainty  in  the  project with  regard  to  the  financial                                                                    
structure. She referred to three  letters, two of which were                                                                    
mentioned  by  the  governor  in   a  press  conference  and                                                                    
included information  about gas  agreements. The  mention of                                                                    
gas agreements had included a  date of December 4, 2015. She                                                                    
wondered why the governor had  not referred to a letter from                                                                    
Exxon Mobile in the press  conference, which had mentioned a                                                                    
confidentiality  agreement that  had been  submitted to  the                                                                    
administration.  Mr. Butt  confirmed  that he  had read  the                                                                    
letter in question,  and that it did contain  reference to a                                                                    
confidentiality agreement. He furthered  that the letter was                                                                    
sent by  a marketer, on behalf  of trying to come  up with a                                                                    
marketing structure.                                                                                                            
                                                                                                                                
Co-Chair MacKinnon  discussed the  attorney general  and the                                                                    
aforementioned  confidentiality agreement.  She stated  that                                                                    
in the  same letter there was  reference to a gas  sales and                                                                    
purchase  agreement,  and  expressed  concern  regarding  an                                                                    
"artificial deadline."  She asked  if Mr. Butt  could convey                                                                    
information regarding  what was required to  negotiate a gas                                                                    
sales agreement.  She wondered if the  negotiations required                                                                    
the  presence of  attorneys. Mr.  Butt  reiterated that  his                                                                    
area of  expertise was  the project  itself, but  offered to                                                                    
give  a general  industry perspective.  He advised  that gas                                                                    
marketing  agreements were  complex,  as they  dealt with  a                                                                    
large  quantity  of gas  over  a  long  period of  time.  He                                                                    
asserted that the expediency with  which the agreements were                                                                    
negotiated  depended upon  whom was  participating, and  the                                                                    
skill they employed. He felt  that it would be inappropriate                                                                    
to  offer   the  committee  a  construct   around  dates  or                                                                    
complexities. He  summarized that  the agreements  were part                                                                    
of  the gated  project structure,  and it  was important  to                                                                    
ensure  that  all  parties  had what  they  needed  to  move                                                                    
forward and make decisions.                                                                                                     
                                                                                                                                
Co-Chair MacKinnon wondered if  the committee was interested                                                                    
in hearing  more information about  the complexity of  a gas                                                                    
sales agreement.  She expressed  her interest  in furthering                                                                    
her own knowledge  on the subject. She  suggested that, with                                                                    
the  support  of  the  committee, she  would  reach  out  to                                                                    
enalytica [legislative  contractors advising on  AKLNG] with                                                                    
a request for  information. She referred to  the December 4,                                                                    
2015  date  in  the   letters  and  thought  expediency  was                                                                    
important in order  to support the governor and  his team on                                                                    
the proposed buyout.                                                                                                            
                                                                                                                                
Vice-Chair  Micciche expressed  interest  in obtaining  more                                                                    
information regarding gas sales agreements.                                                                                     
                                                                                                                                
10:51:11 AM                                                                                                                   
                                                                                                                                
Co-Chair  Kelly  asked  for a  rough  approximation  of  the                                                                    
amount of a  potential gas sales agreement.  Mr. Butt stated                                                                    
that for 32  trillion to 35 trillion cubic feet  of gas, the                                                                    
number  of dollars  involved would  be  determined by  those                                                                    
determining the values of the product.                                                                                          
                                                                                                                                
Co-Chair  Kelly asked  if the  amount  would be  potentially                                                                    
hundreds of billions. Mr. Butt said yes.                                                                                        
                                                                                                                                
Co-Chair  Kelly  asked  if  the   agreements  needed  to  be                                                                    
negotiated with each project partner.  Mr. Butt responded in                                                                    
the affirmative, and stated that  the three letters Co-Chair                                                                    
MacKinnon had  mentioned were part of  bilateral discussions                                                                    
on how the agreements would be worked.                                                                                          
                                                                                                                                
Co-Chair Kelly  asked if the discussions  and agreements had                                                                    
to be completed by December 4th.                                                                                                
                                                                                                                                
Co-Chair MacKinnon  clarified that two of  the three letters                                                                    
in question  referred to parties  that had committed  to try                                                                    
and  reach an  agreement by  December 4,  2015; but  she was                                                                    
unclear if the  task was possible. She  thought a high-level                                                                    
overview   of  the   potential   agreements  and   financial                                                                    
consequences  to  the  state (both  positive  and  negative)                                                                    
would be  helpful to the  committee. She discussed  having a                                                                    
one to  two-hour informational session  as soon  as possible                                                                    
in order  to understand the  gas agreement and how  it might                                                                    
be affected by the letters  that were mentioned in the press                                                                    
conference.                                                                                                                     
                                                                                                                                
Co-Chair Kelly  stated that he  would also like to  get more                                                                    
information  on gas  sales agreements,  and stated  he would                                                                    
encourage enalytica  to keep any  prepared information  as a                                                                    
high-level overview, to understand  the scope of the project                                                                    
rather than the smaller details.                                                                                                
                                                                                                                                
Co-Chair  MacKinnon  commented that  the  state  was new  to                                                                    
partnership participation, and reminded  Mr. Butt that there                                                                    
were  60 legislators  trying to  understand  the project  on                                                                    
behalf of  their different  constituents. She  remarked that                                                                    
the  governor   was  leading  the  state   forward  and  the                                                                    
committee wanted  his team to  be as prepared  and supported                                                                    
by the legislative body as possible.                                                                                            
                                                                                                                                
ADJOURNMENT                                                                                                                   
10:54:44 AM                                                                                                                   
                                                                                                                                
The meeting was adjourned at 10:54 a.m.                                                                                         
                                                                                                                                
                                                                                                                                

Document Name Date/Time Subjects
SB 3001 103015 AKLNG Legislative Update 30Oct15 v1 2xBU.pdf SFIN 10/30/2015 9:00:00 AM
SB3001