Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Cheniere Corpus Christi Holdings, LLC |
Entity Central Index Key | 1,693,317 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S4 |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Restricted cash | 197,201 | 46,770 |
Receivables | 0 | |
Advances to affiliate | 20,108 | 10,073 |
Other current assets | 37,195 | 225 |
Other current assets—affiliate | 141 | 167 |
Total current assets | 254,645 | 57,235 |
Non-current restricted cash | 73,339 | 0 |
Property, plant and equipment, net | 6,076,672 | 3,924,551 |
Debt issuance and deferred financing costs, net | 155,847 | 247,441 |
Non-current advances under long-term contracts | 46,398 | 51,530 |
Other non-current assets, net | 29,547 | 23,285 |
Total assets | 6,636,448 | 4,304,042 |
Current liabilities | ||
Accounts payable | 9,120 | 1,043 |
Accrued liabilities | 137,648 | 81,196 |
Due to affiliates | 7,050 | 2,332 |
Derivative liabilities | 43,383 | 28,559 |
Total current liabilities | 197,201 | 113,130 |
Long-term debt, net | 5,081,715 | 2,713,000 |
Non-current derivative liabilities | 43,105 | 76,440 |
Other non-current liabilities | 0 | 891 |
Other non-current liabilities—affiliate | 618 | 1,231 |
Commitments and contingencies | ||
Member’s equity | 1,313,809 | 1,399,350 |
Total liabilities and member’s equity | 6,636,448 | $ 4,304,042 |
Scenario, Previously Reported [Member] | ||
Current assets | ||
Receivables | 400 | |
Other current assets | $ 36,795 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Expenses | |||||||||||||
Operating and maintenance expense | 1,564 | 537 | 1,372 | 572 | 0 | ||||||||
Operating and maintenance expense—affiliate | 149 | 20 | 95 | 0 | 0 | ||||||||
Development expense (recovery) | 415 | (184) | (81) | 13,690 | 30,294 | ||||||||
Development expense (recovery)—affiliate | 8 | (120) | (10) | 5,525 | 7,929 | ||||||||
General and administrative expense | 2,963 | 1,777 | 4,240 | 3,189 | 12 | ||||||||
General and administrative expense—affiliate | 464 | 291 | 607 | 13 | 0 | ||||||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | 0 | ||||||||
Other | 5 | 0 | |||||||||||
Total expenses | 5,857 | 2,405 | 6,472 | 23,044 | 38,235 | ||||||||
Loss from operations | $ (2,258) | $ (1,809) | $ (1,672) | $ (733) | $ (2,059) | $ (1,049) | $ (8,596) | $ (11,340) | (5,857) | (2,405) | (6,472) | (23,044) | (38,235) |
Other income (expense) | |||||||||||||
Interest expense, net of capitalized interest | 0 | 0 | 0 | (25,680) | 0 | ||||||||
Interest expense—affiliate | 0 | 0 | (368) | ||||||||||
Loss on early extinguishment of debt | (32,480) | (29,011) | (63,318) | (16,498) | 0 | ||||||||
Derivative loss, net | (32,096) | (236,053) | (15,571) | (161,917) | 0 | ||||||||
Other income (expense) | (82) | 0 | (126) | 42 | 0 | ||||||||
Total other expense | (64,658) | (265,064) | (79,015) | (204,053) | (368) | ||||||||
Net loss | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ 8,390 | $ (159,041) | $ 24,446 | $ (100,892) | $ (70,515) | $ (267,469) | $ (85,487) | $ (227,097) | $ (38,603) |
Consolidated Statement of Membe
Consolidated Statement of Member's Equity - USD ($) $ in Thousands | Total | Cheniere CCH HoldCo I, LLC [Member] |
Members' equity, beginning of period at Dec. 31, 2013 | $ (1,492) | $ (1,492) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital Contributions | 105,627 | 105,627 |
Distribution to affiliate | 0 | |
Net loss | (38,603) | (38,603) |
Members' equity, end of period at Dec. 31, 2014 | 65,532 | 65,532 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital Contributions | 1,560,915 | 1,560,915 |
Distribution to affiliate | 0 | |
Net loss | (227,097) | (227,097) |
Members' equity, end of period at Dec. 31, 2015 | 1,399,350 | 1,399,350 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital Contributions | 91 | 91 |
Noncash capital contribution from affiliate | 143 | 143 |
Distribution to affiliate | (288) | (288) |
Net loss | (85,487) | (85,487) |
Members' equity, end of period at Dec. 31, 2016 | 1,313,809 | 1,313,809 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital Contributions | 184,039 | 184,039 |
Net loss | (70,515) | (70,515) |
Members' equity, end of period at Jun. 30, 2017 | $ 1,427,333 | $ 1,427,333 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||||
Net loss | $ (70,515) | $ (267,469) | $ (85,487) | $ (227,097) | $ (38,603) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | 0 |
Amortization of debt issuance costs, net of capitalization | 0 | 6,340 | 0 | ||
Loss on extinguishment of debt | 32,480 | 29,011 | 63,318 | 16,498 | 0 |
Total losses on derivatives, net | 32,479 | 236,053 | 15,571 | 161,917 | 0 |
Net cash used for settlement of derivative instruments | (33,720) | (13,710) | (34,082) | (56,918) | 0 |
Other | 5 | 0 | |||
Changes in operating assets and liabilities: | |||||
Accounts payable and accrued liabilities | 157 | 761 | 415 | 1,002 | 1,974 |
Due to affiliates | 726 | (438) | (331) | 275 | 0 |
Advances to affiliate | 0 | (10,073) | 0 | ||
Other, net | (1,047) | (1,350) | (745) | 301 | (2,704) |
Other, net—affiliate | (636) | 149 | 13 | 498 | 0 |
Net cash used in operating activities | (39,782) | (16,909) | (41,079) | (107,202) | (39,333) |
Cash flows from investing activities | |||||
Property, plant and equipment, net | (1,382,418) | (1,031,602) | (2,051,530) | (3,820,947) | (47,373) |
Other | 32,391 | (15,306) | (44,367) | (18,468) | (5,088) |
Net cash used in investing activities | (1,350,027) | (1,046,908) | (2,095,897) | (3,839,415) | (52,461) |
Cash flows from financing activities | |||||
Proceeds from issuances of long-term debt | 2,497,000 | 2,318,000 | 4,838,000 | 2,713,000 | 0 |
Proceeds from affiliate debt | 0 | 0 | 1,289 | ||
Repayments of debt | (1,436,050) | (1,050,660) | (2,420,212) | 0 | 0 |
Debt issuance and deferred financing costs | (22,401) | (27,166) | (56,783) | (280,528) | (7,098) |
Capital contributions | 184,039 | 0 | 91 | 1,560,915 | 97,603 |
Distribution to affiliate | (288) | 0 | 0 | ||
Other | (29) | (10) | (62) | 0 | 0 |
Net cash provided by financing activities | 1,222,559 | 1,240,164 | 2,360,746 | 3,993,387 | 91,794 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (167,250) | 176,347 | 223,770 | 46,770 | 0 |
Cash, cash equivalents and restricted cash—beginning of period | 270,540 | 46,770 | 46,770 | 0 | 0 |
Cash, cash equivalents and restricted cash—end of period | $ 103,290 | $ 223,117 | $ 270,540 | $ 46,770 | $ 0 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Balances per Consolidated Balance Sheets: | ||||||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||
Restricted cash | 103,290 | 197,201 | 46,770 | 0 | ||
Non-current restricted cash | 0 | 73,339 | 0 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 103,290 | $ 270,540 | $ 223,117 | $ 46,770 | $ 0 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS CCH is a Houston-based Delaware limited liability company formed in September 2014 by Cheniere to hold its limited partner interest in CCP and its equity interests in CCL and CCP GP. Prior to this date, CCP and CCL received capital contributions funding from other affiliated entities of Cheniere. The formation of CCH was treated as a reorganization between entities under common control. As a result, the Company’s Combined Financial Statements for periods prior to the formation of CCH were derived from the consolidated financial statements and accounting records of Cheniere and reflect the combined historical results of operations and cash flows of CCL, CCP and CCP GP. For periods subsequent to the formation of CCH, the Company’s Consolidated Financial Statements are presented on a consolidated basis as CCH, CCL, CCP and CCP GP became a separate consolidated group. The Combined Financial Statements do not purport to represent our results of operations and cash flows had CCH been a stand-alone entity during all periods presented. We are developing and constructing a natural gas liquefaction and export facility at the Corpus Christi LNG terminal (the “Liquefaction Facility”), which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a pipeline facility (the “Liquefaction Project”) through wholly owned subsidiaries CCL and CCP, respectively. The Liquefaction Project is being developed for up to three Trains, with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The Liquefaction Project is being developed in stages. The first stage (“Stage 1”) is in construction and includes Trains 1 and 2 , two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities. The second stage (“Stage 2”), which is in development with all necessary regulatory approvals in place, includes Train 3, one LNG storage tank and the completion of the second partial berth. The Liquefaction Project also includes a 23 -mile natural gas supply pipeline (the “Corpus Christi Pipeline”) that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines. |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | NATURE OF OPERATIONS AND BASIS OF PRESENTATION We are developing and constructing a natural gas liquefaction and export facility at the Corpus Christi LNG terminal (the “Liquefaction Facility”), which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a 23 -mile natural gas supply pipeline (the “Corpus Christi Pipeline” and together with the Liquefaction Facility, the “Liquefaction Project”) through wholly owned subsidiaries CCL and CCP, respectively. The Liquefaction Project is being developed in stages. The first stage (“Stage 1”) includes Trains 1 and 2 , two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities. The second stage includes Train 3, one LNG storage tank and the completion of the second partial berth. Stage 1 and the Corpus Christi Pipeline are currently under construction, and Train 3 is being commercialized and has all necessary regulatory approvals in place. Basis of Presentation The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated and Combined Financial Statements and accompanying notes included in this prospectus. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. Results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2017. We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our Consolidated and Combined Financial Statements have been prepared in accordance with GAAP. Our Consolidated Financial Statements include the accounts of the CCH and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have evaluated subsequent events through March 7, 2017, the date the Consolidated and Combined Financial Statements were available to be issued. Use of Estimates The preparation of Consolidated and Combined Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated and Combined Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for interest rate derivatives as disclosed in Note 5—Derivative Instruments . The carrying amount of restricted cash and accounts payable reported on the Consolidated Balance Sheets approximates fair value. Debt fair values, as disclosed in Note 7—Debt , is the estimated amount we would have to pay to repurchase our debt in the open market, and are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. We have presented restricted cash separately from cash and cash equivalents on our Consolidated Balance Sheets. Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminal and related pipeline once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminal and related pipeline. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminal and related pipeline. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. We did not record any impairments related to property, plant and equipment during the years ended December 31, 2016, 2015 or 2014. Regulated Natural Gas Pipelines The Corpus Christi Pipeline is subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as deferred preliminary survey and investigation costs, other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did not have any derivative instruments designated as cash flow hedges during the years ended December 31, 2016 and 2015. See Note 5—Derivative Instruments for additional details about our derivative instruments. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. CCL has entered into eight fixed price 20 -year SPAs with seven unaffiliated third parties. CCL is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. Debt Our debt consists of long-term secured debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value net of unamortized debt issuance costs related to term notes. Debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated and Combined Statements of Operations. Debt issuance and deferred financing costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. Debt issuance costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheets along with deferred financing costs. Debt issuance and deferred financing costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement is conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our assessment of AROs is described below. We have no t recorded an ARO associated with the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. Income Taxes We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated and Combined Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant judgment and is based upon our assessment of our ability to generate future taxable income among other factors. Business Segment Our liquefaction and pipeline business at the Corpus Christi LNG terminal represents a single reportable segment. Our chief operating decision maker reviews the financial results of CCH in total when evaluating financial performance and for purposes of allocating resources. |
Restricted Cash
Restricted Cash | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Restricted Cash [Abstract] | ||
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of June 30, 2017 and December 31, 2016, restricted cash consisted of the following (in thousands): June 30, December 31, 2017 2016 Current restricted cash Liquefaction Project $ 103,290 $ 197,201 Non-current restricted cash Liquefaction Project — 73,339 Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of our debt holders, we are required to deposit all cash received into reserve accounts controlled by the collateral trustee. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments. | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of December 31, 2016 and 2015, restricted cash consisted of the following (in thousands): December 31, 2016 2015 Current restricted cash Liquefaction Project $ 197,201 $ 46,770 Non-current restricted cash Liquefaction Project 73,339 — Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of our debt holders, we are required to deposit all cash received into reserve accounts controlled by the collateral trustee. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consists of LNG terminal costs and fixed assets, as follows (in thousands): June 30, December 31, 2017 2016 LNG terminal costs LNG terminal construction-in-process $ 7,474,008 $ 6,060,299 LNG site and related costs 13,844 14,006 Total LNG terminal costs 7,487,852 6,074,305 Fixed assets Fixed assets 4,598 2,620 Accumulated depreciation (489 ) (253 ) Total fixed assets, net 4,109 2,367 Property, plant and equipment, net $ 7,491,961 $ 6,076,672 Depreciation expense was $0.2 million and $0.1 million in the six months ended June 30, 2017 and 2016, respectively. | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of LNG terminal costs and fixed assets, as follows (in thousands): December 31, 2016 2015 LNG terminal costs LNG terminal construction-in-process $ 6,060,299 $ 3,913,975 LNG site and related costs 14,006 10,122 Total LNG terminal costs 6,074,305 3,924,097 Fixed assets Fixed assets 2,620 509 Accumulated depreciation (253 ) (55 ) Total fixed assets, net 2,367 454 Property, plant and equipment, net $ 6,076,672 $ 3,924,551 Depreciation expense during the years ended December 31, 2016, 2015 and 2014 was $0.2 million , $0.1 million and zero , respectively. Fixed Assets Our fixed assets are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets. |
Derivative Instruments
Derivative Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments | DERIVATIVE INSTRUMENTS We have entered into the following derivative instruments that are reported at fair value: • interest rate swaps (“Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable-rate interest payments on our credit facility (the “2015 CCH Credit Facility”) and • natural gas supply contracts for the commissioning and operation of the Liquefaction Project (“Liquefaction Supply Derivatives”). None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process. Interest Rate Derivatives As of June 30, 2017, we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received Interest Rate Derivatives $28.8 million $4.9 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR Our Interest Rate Derivatives are categorized within Level 2 of the fair value hierarchy and are required to be measured at fair value on a recurring basis. We value our Interest Rate Derivatives using valuations based on the initial trade prices. Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. In May 2017, we settled a portion of our Interest Rate Derivatives and recognized a derivative loss of $13.0 million in conjunction with the termination of approximately $1.4 billion of commitments under the 2015 CCH Credit Facility, as discussed in Note 6—Debt . The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: June 30, December 31, Balance Sheet Location 2017 2016 Derivative liabilities $ (31,672 ) $ (43,383 ) Non-current derivative liabilities (53,192 ) (43,105 ) Total derivative liabilities $ (84,864 ) $ (86,488 ) The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Interest Rate Derivatives loss $ (32,096 ) $ (236,053 ) Liquefaction Supply Derivatives CCL entered into the Liquefaction Supply Derivatives during the six months ended June 30, 2017. The fair value of the Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the satisfaction of conditions precedent, including completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas supply contracts as of the reporting date. The fair value of substantially all of the Liquefaction Supply Derivatives is developed through the use of internal models which are impacted by inputs that are unobservable in the marketplace. As a result, the fair value of the Liquefaction Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of the Liquefaction Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a Liquefaction Supply Derivatives contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. Internal fair value models include conditions precedent to the respective long-term natural gas supply contracts. As of June 30, 2017, some of the Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. The forward notional natural gas buy position of the Liquefaction Supply Derivatives was approximately 280 TBtu as of June 30, 2017. The following table includes quantitative information for the unobservable inputs for our Liquefaction Supply Derivatives as of June 30, 2017: Net Fair Value Liability (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $(383) Income Approach Basis Spread $(0.098) - $0.080 Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Our derivative instruments are subject to contractual provisions which provide for the unconditional right of set-off for all derivative assets and liabilities with a given counterparty in the event of default. The following table (in thousands) shows the fair value and location of our Liquefaction Supply Derivatives on our Consolidated Balance Sheets: June 30, December 31, Balance Sheet Location 2017 2016 Non-current derivative liabilities $ (383 ) $ — The following table (in thousands) shows the changes in the fair value of our Liquefaction Supply Derivatives recorded in our Consolidated Statements of Operations during the six months ended June 30, 2017 and 2016: Six Months Ended June 30, Statement of Operations Location 2017 2016 Liquefaction Supply Derivatives loss Operating and maintenance expense $ 383 $ — Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of June 30, 2017 Interest Rate Derivatives $ (86,112 ) $ 1,248 $ (84,864 ) Liquefaction Supply Derivatives (383 ) — (383 ) As of December 31, 2016 Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) | DERIVATIVE INSTRUMENTS In February 2015, we entered into interest rate swaps (“Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable-rate interest payments on our credit facility (the “2015 CCH Credit Facility”). Our Interest Rate Derivatives are not designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated and Combined Statements of Operations. As of December 31, 2016, we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received Interest Rate Derivatives $28.8 million $5.5 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR Our Interest Rate Derivatives are categorized within Level 2 of the fair value hierarchy and are required to be measured at fair value on a recurring basis. We value our Interest Rate Derivatives using valuations based on the initial trade prices. Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: December 31, Balance Sheet Location 2016 2015 Derivative liabilities $ (43,383 ) $ (28,559 ) Non-current derivative liabilities (43,105 ) (76,440 ) Total derivative liabilities $ (86,488 ) $ (104,999 ) The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated and Combined Statements of Operations during the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 Interest Rate Derivatives loss $ (15,571 ) $ (161,917 ) $ — Our Interest Rate Derivatives have a seven -year term and were contingent upon reaching a final investment decision with respect to the Liquefaction Project, which was reached in May 2015. Upon meeting the contingency related to the Interest Rate Derivatives in May 2015, we paid $50.1 million related to contingency and syndication premiums, which is included in derivative loss, net on our Consolidated and Combined Statements of Operations. Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of December 31, 2016 CCH Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) As of December 31, 2015 CCH Interest Rate Derivatives (104,999 ) — (104,999 ) |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Liabilities | ACCRUED LIABILITIES As of June 30, 2017 and December 31, 2016, accrued liabilities consisted of the following (in thousands): June 30, December 31, 2017 2016 Interest costs and related debt fees $ 9,401 $ 59,994 Liquefaction Project costs 74,369 73,150 Other 13,106 4,504 Total accrued liabilities $ 96,876 $ 137,648 | ACCRUED LIABILITIES As of December 31, 2016 and 2015, accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Interest costs and related debt fees $ 59,994 $ 1,884 Liquefaction Project costs 73,150 78,753 Other 4,504 559 Total accrued liabilities $ 137,648 $ 81,196 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Debt | DEBT As of June 30, 2017 and December 31, 2016, our debt consisted of the following (in thousands): June 30, December 31, 2017 2016 Long-term debt 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ 1,250,000 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 1,500,000 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 1,941,737 2,380,788 Unamortized debt issuance costs (68,861 ) (49,073 ) Total long-term debt, net 6,122,876 5,081,715 Current debt $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 6,122,876 $ 5,081,715 2027 CCH Senior Notes In May 2017, we issued an aggregate principal amount of $1.5 billion of the 2027 CCH Senior Notes, which are jointly and severally guaranteed by our subsidiaries CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”). Net proceeds of the offering of approximately $1.4 billion , after deducting commissions, fees and expenses and provisioning for incremental interest required under the 2027 CCH Senior Notes during construction, were used to prepay a portion of the outstanding borrowings under the 2015 CCH Credit Facility, resulting in a write-off of debt issuance costs associated with the 2015 CCH Credit Facility of $32.5 million during the six months ended June 30, 2017. Borrowings under the 2027 CCH Senior Notes accrue interest at a fixed rate of 5.125% , and interest on the 2027 CCH Senior Notes is payable semi-annually in arrears. The 2027 CCH Senior Notes are governed by the same common indenture as our other senior notes (the “CCH Indenture”), which contains customary terms and events of default, covenants and redemption terms. At any time prior to January 1, 2027, we may redeem all or a part of the 2027 CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture, plus accrued and unpaid interest, if any, to the date of redemption. We also may at any time on or after January 1, 2027 through the maturity date of June 30, 2027, redeem the 2027 CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In connection with the closing of the sale of the 2027 CCH Senior Notes, we and the Guarantors entered into a registration rights agreement (the “CCH Registration Rights Agreement”). Under the terms of the CCH Registration Rights Agreement, we and the Guarantors have agreed, and any future guarantors will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2027 CCH Senior Notes for a like aggregate principal amount of our debt securities with terms identical in all material respects to the 2027 CCH Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), within 360 days after May 19, 2017. Under specified circumstances, we and the Guarantors have also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the 2027 CCH Senior Notes. We will be obligated to pay additional interest on the 2027 CCH Senior Notes if we fail to comply with our obligation to register them within the specified time period. Credit Facilities Below is a summary (in thousands) of our credit facilities outstanding as of June 30, 2017: 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Outstanding balance 1,941,737 — Commitments terminated 3,832,263 — Letters of credit issued — 82,161 Available commitment $ 2,629,714 $ 267,839 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following completion of Trains 1 and 2 of the Liquefaction Project. Interest Expense Total interest expense consisted of the following (in thousands): Six Months Ended June 30, 2017 2016 Total interest cost $ 168,356 $ 92,755 Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction (168,356 ) (92,755 ) Total interest expense, net $ — $ — Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our debt: June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes (1) $ 4,250,000 $ 4,518,438 $ 2,750,000 $ 2,901,563 Credit facilities (2) 1,941,737 1,941,737 2,380,788 2,380,788 (1) Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. | DEBT As of December 31, 2016 and 2015, our long-term debt consisted of the following (in thousands): December 31, 2016 2015 Long-term debt: 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ — 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,380,788 2,713,000 Unamortized debt issuance costs (49,073 ) — Total long-term debt, net 5,081,715 2,713,000 Current debt: $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 5,081,715 $ 2,713,000 Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2016 (in thousands): Years Ending December 31, Principal Payments 2017 $ — 2018 — 2019 — 2020 — 2021 2,380,788 Thereafter 2,750,000 Total $ 5,130,788 CCH Senior Notes In May and December 2016, we issued aggregate principal amounts of $1.25 billion of the 2024 CCH Senior Notes and $1.5 billion of the 2025 CCH Senior Notes (collectively, the “CCH Senior Notes”), respectively. The CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (the “Guarantors”). The indenture governing the 2024 CCH Senior Notes and the 2025 CCH Senior Notes (the “CCH Indenture”) contains customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of our restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to us or any of our restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of us and our restricted subsidiaries taken as a whole; or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. Interest on the CCH Senior Notes is payable semi-annually in arrears. At any time prior to six months before the respective dates of maturity for each series of the CCH Senior Notes, we may redeem all or part of such series of the CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture, plus accrued and unpaid interest, if any, to the date of redemption. We also may at any time within six months of the respective dates of maturity for each series of the CCH Senior Notes, redeem all or part of such series of the CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In connection with the closing of the sale of the 2024 CCH Senior Notes and 2025 CCH Senior Notes, we and the Guarantors entered into Registration Rights Agreements (the “CCH Registration Rights Agreements”). Under the terms of the CCH Registration Rights Agreements, we and the Guarantors have agreed, and any future guarantors of the 2024 CCH Senior Notes and 2025 CCH Senior Notes will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to offers to exchange any and all of the CCH Senior Notes for like aggregate principal amounts of our debt securities with terms identical in all material respects to the respective CCH Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate) within 360 days after May 18, 2016 and December 9, 2016 respectively. Under specified circumstances, we and the Guarantors have also agreed, and any future guarantors of the CCH Senior Notes will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the CCH Senior Notes. We will be obligated to pay additional interest if we fail to comply with our obligation to register the CCH Senior Notes within the specified time period. Credit Facilities Below is a summary of our credit facilities outstanding as of December 31, 2016 (in thousands): 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Outstanding balance 2,380,788 — Commitments terminated 2,420,212 — Letters of credit issued — — Available commitment $ 3,602,714 $ 350,000 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the Liquefaction Project. 2015 CCH Credit Facility In May 2015, we entered into the 2015 CCH Credit Facility, which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of Stage 1 of the Liquefaction Project. Borrowings under the 2015 CCH Credit Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. In conjunction with the issuance of the 2024 CCH Senior Notes and 2025 CCH Senior Notes, we prepaid approximately $2.4 billion of outstanding borrowings under the 2015 CCH Credit Facility. These prepayments resulted in a write-off of debt issuance costs associated with the 2015 CCH Credit Facility of $63.3 million during the year ended December 31, 2016. The principal of the loans made under the 2015 CCH Credit Facility must be repaid in quarterly installments, commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following project completion and (2) a set date determined by reference to the date under which a certain LNG buyer linked to Train 2 of the Liquefaction Project is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the project completion and designed to achieve a minimum projected fixed debt service coverage ratio of 1.55 :1. Loans under the 2015 CCH Credit Facility accrue interest at a variable rate per annum equal to, at our election, LIBOR or the base rate, plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of Trains 1 and 2 of the Liquefaction Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion Trains 1 and 2 of the Liquefaction Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period and interest on base rate loans is due and payable at the end of each quarter. The 2015 CCH Credit Facility also requires us to pay a commitment fee at a rate per annum equal to 40% of the margin for LIBOR loans, multiplied by the outstanding undrawn debt commitments. Our obligations under the 2015 CCH Credit Facility are secured by a first priority lien on substantially all our assets and our subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in us. Under the terms of the 2015 CCH Credit Facility, we are required to hedge not less than 65% of the variable interest rate exposure of our senior secured debt. We are restricted from making distributions under agreements governing our indebtedness generally until, among other requirements, the completion of the construction of Trains 1 and 2 of the Liquefaction Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25 :1.00. CCH Working Capital Facility In December 2016, we entered into the $350 million CCH Working Capital Facility, which is intended to be used for loans (“CCH Working Capital Loans”), the issuance of letters of credit, as well as for swing line loans (“CCH Swing Line Loans”) for certain working capital requirements related to developing and placing into operation the Liquefaction Project. Loans under the CCH Working Capital Facility are guaranteed by the Guarantors. We may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed under the Common Terms Agreement that was entered in concurrently with the 2015 CCH Credit Facility. Loans under the CCH Working Capital Facility, including CCH Working Capital Loans, CCH Swing Line Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans” and collectively, the “Revolving Loans”) accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of (1) the federal funds rate, plus 0.50% , (2) the prime rate, and (3) one month LIBOR plus 0.50% ), plus the applicable margin. The applicable margin for LIBOR Revolving Loans ranges from 1.50% to 2.00% per annum, and the applicable margin for base rate Revolving Loans ranges from 0.50% to 1.00% per annum. Interest on CCH Working Capital Loans, CCH Swing Line Loans and CCH LC Loans is due and payable on the date the loan becomes due. Interest on LIBOR Revolving Loans is due and payable at the end of each LIBOR period, and interest on base rate Revolving Loans is due and payable at the end of each quarter. We incurred $8.0 million of debt issuance costs related to the CCH Working Capital Facility during the year ended December 31, 2016. We pay (1) a commitment fee equal to an annual rate of 40% of the applicable margin for LIBOR Revolving Loans on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding CCH Swing Line Loans, (2) a letter of credit fee equal to an annual rate equal to the applicable margin for LIBOR Revolving Loans on the undrawn portion of all letters of credit issued under the CCH Working Capital Facility, and (3) a letter of credit fronting fee equal to an annual rate of 0.20% of the undrawn portion of all letters of credit. Each of these fees is payable quarterly in arrears. If draws are made upon a letter of credit issued under the CCH Working Capital Facility and we do not elect for such draw (a “CCH LC Draw”) to be deemed an CCH LC Loan, we are required to pay the full amount of the CCH LC Draw on or prior to the business day following the notice of the CCH LC Draw. A CCH LC Draw accrues interest at an annual rate of 2.00% plus the base rate. The CCH Working Capital Facility matures on December 14, 2021, and we may prepay the Revolving Loans at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the CCH Working Capital Facility, (2) the date 15 days after such CCH Swing Line Loan is made and (3) the first borrowing date for a CCH Working Capital Loan or CCH Swing Line Loan occurring at least four business days following the date the CCH Swing Line Loan is made. We are required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year. The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. Our obligations under the CCH Working Capital Facility are secured by substantially all of our assets and the Guarantors as well as all of our membership interests and each of the Guarantors on a pari passu basis with the CCH Senior Notes and the 2015 CCH Credit Facility. Interest Expense Total interest expense consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Total interest cost $ 221,865 $ 110,156 $ — Capitalized interest (221,865 ) (84,476 ) — Total interest expense, net $ — $ 25,680 $ — Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our long-term debt (in thousands): December 31, 2016 December 31, 2015 Carrying Estimated Carrying Estimated CCH Senior Notes (1) $ 2,750,000 $ 2,901,563 $ — $ — Credit facilities (2) 2,380,788 2,380,788 2,713,000 2,713,000 (1) The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | RELATED PARTY TRANSACTIONS We had $15.6 million and $7.1 million due to affiliates and zero and $0.6 million of other non-current liabilities—affiliate as of June 30, 2017 and December 31, 2016, respectively, under agreements with affiliates, as described below. LNG Sale and Purchase Agreements CCL has entered into two fixed price 20 -year SPAs with Cheniere Marketing International LLP (“Cheniere Marketing UK”). Under the first SPA (the “Cheniere Marketing Foundation SPA”), Cheniere Marketing UK will purchase LNG from CCL for a price consisting of a fixed fee of $3.50 per MMBtu (a portion of which is subject to annual adjustment for inflation) of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. At Cheniere Marketing UK’s option, which has not been exercised yet, the Cheniere Marketing Foundation SPA commences upon the date of first commercial delivery for Train 2 and includes an annual contract quantity of 40 TBtu of LNG. The second SPA (the “Cheniere Marketing Base SPA”) allows Cheniere Marketing UK to purchase, at its option, (1) up to a cumulative total of 150 TBtu of LNG within the commissioning periods for Trains 1 through 3, (2) any LNG produced from the end of the commissioning period for Train 1 until the date of first commercial delivery of LNG from Train 1 and (3) any excess LNG produced by the Liquefaction Facility that is not committed to customers under third-party SPAs or to Cheniere Marketing UK under the Cheniere Marketing Foundation SPA, as determined by CCL in each contract year, in each case for a price consisting of a fixed fee of $3.00 per MMBtu of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. Under the Cheniere Marketing Base SPA, Cheniere Marketing UK may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Services Agreements We recorded aggregate expenses from affiliates on our Consolidated Statements of Operations of $0.5 million and $0.2 million for the six months ended June 30, 2017 and 2016, respectively, under the services agreements below. Gas and Power Supply Services Agreement (“G&P Agreement”) CCL has entered into a gas and power supply services agreement with Cheniere Energy Shared Services, Inc. (“Shared Services”), a wholly owned subsidiary of Cheniere, pursuant to which Shared Services will manage the gas and power procurement requirements of CCL. The services include, among other services, exercising the day-to-day management of CCL’s natural gas and power supply requirements, negotiating agreements on CCL’s behalf and providing other administrative services. Prior to the substantial completion of each Train of the Liquefaction Facility, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facility, for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train. Operation and Maintenance Agreements (“O&M Agreements”) CCL has entered into an O&M Agreement (“CCL O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), a wholly owned subsidiary of Cheniere, pursuant to which CCL receives all of the necessary services required to construct, operate and maintain the Liquefaction Facility. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, administering various agreements and other services required to operate and maintain the Liquefaction Facility. Prior to the substantial completion of each Train of the Liquefaction Facility, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facility, for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train. CCP has entered into an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors and other services required to operate and maintain the Corpus Christi Pipeline. CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP. Management Services Agreements (“MSAs”) CCL has entered into an MSA with Shared Services pursuant to which Shared Services manages the construction and operation of the Liquefaction Facility, excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Facility and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Facility, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee equal to 3% of the capital expenditures incurred in the previous month and a fixed monthly fee of $375,000 for services with respect to such Train. CCP has entered into an MSA with Shared Services pursuant to which Shared Services manages CCP’s operations and business, excluding those matters provided for under the CCP O&M Agreement. The services include, among other services, exercising the day-to-day management of CCP’s affairs and business, managing CCP’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Corpus Christi Pipeline and obtaining insurance. CCP is required to reimburse Shared Services for the aggregate of all costs and expenses incurred in the course of performing the services under the MSA. Lease Agreement CCL has entered into agreements with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”) to lease approximately 60 acres of land owned by Cheniere Land Holdings for the Liquefaction Facility. The total annual lease payment, paid in advance upon 30 days of the effective date of the respective leases, is $0.4 million , and the terms of the agreements range from three to five years. We recorded $0.1 million of lease expense related to these agreements as operating and maintenance expense—affiliate for the six months ended June 30, 2017 and no expense during the six months ended June 30, 2016. As of June 30, 2017, we had $0.2 million of prepaid expense related to this agreement in other current assets—affiliate. Dredge Material Disposal Agreement CCL has entered into a dredge material disposal agreement with Cheniere Land Holdings that terminates in 2025 which grants CCL permission to use land owned by Cheniere Land Holdings for the deposit of dredge material from the construction and maintenance of the Liquefaction Facility. Under the terms of the agreement, CCL will pay Cheniere Land Holdings $0.50 per cubic yard of dredge material deposits up to 5.0 million cubic yards. Tug Hosting Agreement In February 2017, CCL entered into a tug hosting agreement with Corpus Christi Tug Services, LLC (“Tug Services”) to provide certain marine structures, support services and access necessary at the Liquefaction Facility for Tug Services to provide its customers with tug boat and marine services. Tug Services is required to reimburse CCL for any third party costs incurred by CCL in connection with providing the goods and services. State Tax Sharing Agreements CCL has entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCL and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCL will pay to Cheniere an amount equal to the state and local tax that CCL would be required to pay if CCL’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCL under this agreement; therefore, Cheniere has not demanded any such payments from CCL. The agreement is effective for tax returns due on or after May 2015. CCP has entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCP and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCP will pay to Cheniere an amount equal to the state and local tax that CCP would be required to pay if CCP’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCP under this agreement; therefore, Cheniere has not demanded any such payments from CCP. The agreement is effective for tax returns due on or after May 2015. Equity Contribution Agreement We have entered into an equity contribution agreement with Cheniere pursuant to which Cheniere has agreed to provide, directly or indirectly, at our request based on reaching specified milestones of the Liquefaction Project, cash contributions up to approximately $2.6 billion for Stage 1. As of June 30, 2017, we have received $1.7 billion in contributions from Cheniere under this agreement. | RELATED PARTY TRANSACTIONS We had $7.1 million and $2.3 million due to affiliates and $0.6 million and $1.2 million of other non-current liabilities—affiliate as of December 31, 2016 and 2015, respectively, under agreements with affiliates, as described below. LNG Sale and Purchase Agreements CCL has entered into two fixed-price 20 -year SPAs with Cheniere Marketing International LLP (“Cheniere Marketing UK”). Under the first SPA (the “Cheniere Marketing Foundation SPA”), Cheniere Marketing UK will purchase LNG from CCL for a price consisting of a fixed fee of $3.50 (a portion of which is subject to annual adjustment for inflation) per MMBtu of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. At Cheniere Marketing UK’s option, which has not been exercised yet, the Cheniere Marketing Foundation SPA commences upon the date of first commercial delivery for Train 2 and includes an annual contract quantity of 40 million MMBtu of LNG. The second SPA (the “Cheniere Marketing Base SPA”) allows Cheniere Marketing UK to purchase, at its option, (1) up to a cumulative total of 150 million MMBtu of LNG within the commissioning periods for Trains 1 through 3, (2) any LNG produced from the end of the commissioning period for Train 1 until the date of first commercial delivery of LNG from Train 1 and (3) any excess LNG produced by the Liquefaction Facility that is not committed to customers under third-party SPAs or to Cheniere Marketing UK under the Cheniere Marketing Foundation SPA, as determined by CCL in each contract year, in each case for a price consisting of a fixed fee of $3.00 per MMBtu of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. Under the Cheniere Marketing Base SPA, Cheniere Marketing UK may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Services Agreements We recorded aggregate expenses from affiliates on our Consolidated and Combined Statements of Operations of $0.6 million , $5.5 million , and $7.9 million for the years ended December 31, 2016, 2015 and 2014, respectively, under the services agreements below. Gas and Power Supply Services Agreement (“G&P Agreement”) In May 2015, CCL entered into a gas and power supply services agreement with Cheniere Energy Shared Services, Inc. (“Shared Services”), a wholly owned subsidiary of Cheniere, pursuant to which Shared Services will manage the gas and power procurement requirements of CCL. The services include, among other services, exercising the day-to-day management of CCL’s natural gas and power supply requirements, negotiating agreements on CCL’s behalf and providing other administrative services. After substantial completion of each Train of the Liquefaction Facility, for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train. Operation and Maintenance Agreements (“O&M Agreements”) In May 2015, CCL entered into an O&M Agreement (“CCL O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), a wholly owned subsidiary of Cheniere, pursuant to which CCL receives all of the necessary services required to construct, operate and maintain the Liquefaction Facility. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, administering various agreements and other services required to operate and maintain the Liquefaction Facility. Prior to the Liquefaction Facility being operational, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each stage of the Liquefaction Facility, for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such stage. In May 2015, CCP entered into an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline. CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors and other services required to operate and maintain the Corpus Christi Pipeline. CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP. Management Services Agreements (“MSAs”) In May 2015, CCL entered into an MSA with Shared Services pursuant to which Shared Services manages the construction and operation of the Liquefaction Facility, excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Facility and obtaining insurance. Prior to the Liquefaction Facility being operational, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each stage, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee equal to 3% of the capital expenditures incurred in the previous month and a fixed monthly fee of $375,000 for services with respect to such stage. In May 2015, CCP entered into an MSA with Shared Services pursuant to which Shared Services manages CCP’s operations and business, excluding those matters provided for under the CCP O&M Agreement. The services include, among other services, exercising the day-to-day management of CCP’s affairs and business, managing CCP’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Corpus Christi Pipeline and obtaining insurance. CCP is required to reimburse Shared Services for the aggregate of all costs and expenses incurred in the course of performing the services under the MSA. Lease Agreements In September 2016, CCL entered into an agreement with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”) to lease 35 acres of land owned by Cheniere Land Holdings for the Liquefaction Facility. The annual lease payment is $210,000 for a five -year term. We recorded $0.1 million of lease expense related to this agreement as operating and maintenance expense—affiliate for the year ended December 31, 2016. As of December 31, 2016, we had $0.1 million of prepaid expense related to this agreement in other current assets—affiliate. In September 2016, CCP entered into a pipeline right of way easement agreement with Cheniere Land Holdings granting CCP the right to construct, install and operate a natural gas pipeline on land owned by Cheniere Land Holdings. Under this agreement, Cheniere Land Holdings conveyed to CCP $0.1 million of assets during the year ended December 31, 2016. CCP also made a one-time payment of $0.3 million to Cheniere Land Holdings for the permanent easement of this land during the year ended December 31, 2016. Dredge Material Disposal Agreement CCL has entered into a dredge material disposal agreement with Cheniere Land Holdings that terminates in 2025 which grants CCL permission to use land owned by Cheniere Land Holdings for the deposit of dredge material from the construction and maintenance of the Liquefaction Facility. Under the terms of the agreement, CCL will pay Cheniere Land Holdings $0.50 per cubic yard of dredge material deposits up to 5.0 million cubic yards and a negotiated amount thereafter. As of December 31, 2016, we had $0.3 million due to affiliates under this agreement. State Tax Sharing Agreements In May 2015, CCL entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCL and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCL will pay to Cheniere an amount equal to the state and local tax that CCL would be required to pay if CCL’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCL under this agreement; therefore, Cheniere has not demanded any such payments from CCL. The agreement is effective for tax returns due on or after May 2015. In May 2015, CCP entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCP and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCP will pay to Cheniere an amount equal to the state and local tax that CCP would be required to pay if CCP’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCP under this agreement; therefore, Cheniere has not demanded any such payments from CCP. The agreement is effective for tax returns due on or after May 2015. Equity Contributions Agreement In May 2015, we entered into an equity contribution agreement with Cheniere pursuant to which Cheniere has agreed to provide, directly or indirectly, at our request based on reaching specified milestones of the Liquefaction Project, cash contributions up to approximately $2.6 billion for Stage 1 of the Liquefaction Project. As of December 31, 2016, we have received $1.5 billion in contributions from Cheniere under this agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % Valuation allowance (35.0 )% (35.0 )% Effective tax rate as reported — % — % Significant components of our deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets Federal net operating loss carryforward $ 53,618 $ 28,548 Derivative instruments 46,754 54,222 Long-term debt 15,953 8,196 Property, plant and equipment 13,680 8,385 Other 393 1,130 Less: valuation allowance (130,398 ) (100,481 ) Total net deferred tax asset $ — $ — At December 31, 2016, we had federal net operating loss (“NOL”) carryforwards of approximately $153.2 million . These NOL carryforwards will expire between 2035 and 2036. We did no t have any uncertain tax positions which required accrual or disclosure as of December 31, 2016 or 2015. We have elected to report future interest and penalties related to unrecognized tax benefits, if any, as income tax expense in our Consolidated Statements of Operations. Due to our NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to fully offset our federal deferred tax assets as of December 31, 2016 and 2015. We will continue to evaluate our ability to release the valuation allowance in the future. The increase in the valuation allowance was $29.9 million for the year ended December 31, 2016. Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets. Our taxable income or loss is included in the consolidated federal income tax return of Cheniere. Cheniere experienced an ownership change within the provisions of Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of Cheniere’s NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of Cheniere’s NOLs in full over the carryover period. Cheniere will continue to monitor trading activity in its respective shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize Cheniere’s existing NOL carryforwards. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | LEASES Operating Leases During the years ended December 31, 2016, 2015 and 2014, we recognized rental expense for all operating leases of $1.0 million , $1.0 million and $0.7 million , respectively, related primarily to land site leases for the Corpus Christi LNG terminal. In September 2016, CCL and CCP entered into agreements with Cheniere Land Holdings to lease land owned by Cheniere Land Holdings for the Liquefaction Project. See Note 8—Related Party Transactions for additional information regarding these lease agreements. Future annual minimum lease payments, excluding inflationary adjustments and payments to affiliates, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2017 $ 895 2018 895 2019 841 2020 245 2021 — Thereafter — Total $ 2,876 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We have various contractual obligations which are recorded as liabilities in our Consolidated and Combined Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2016, are not recognized as liabilities but require disclosures in our Consolidated and Combined Financial Statements. LNG Terminal Commitments and Contingencies Obligations under EPC Contracts CCL has entered into lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of three Trains and related facilities for the Liquefaction Project. The EPC contract for Stage 1 of the Liquefaction Project includes Trains 1 and 2 , two LNG storage tanks, one complete marine berth, a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities. The EPC contract for Stage 2 of the Liquefaction Project includes Train 3, one LNG storage tank and the completion of the second partial berth. The EPC contract prices for Stage 1 of the Liquefaction Project and Stage 2 of the Liquefaction Project are approximately $7.7 billion and $2.4 billion , respectively, reflecting amounts incurred under change orders through December 31, 2016. CCL has the right to terminate each of the EPC contracts for its convenience, in which case Bechtel will be paid the portion of the contract price for the work performed plus costs reasonably incurred by Bechtel on account of such termination and demobilization. If the EPC contract for Stage 1 of the Liquefaction Project is terminated, Bechtel will also be paid a lump sum of up to $30.0 million depending on the termination date. If the EPC contract for Stage 2 of the Liquefaction Project is terminated, Bechtel will be paid a lump sum of $5.0 million if the termination date is prior to the issuance of the notice to proceed, or Bechtel will be paid a lump sum of up to $30.0 million if the termination date is after issuance of the notice to proceed, depending on the termination date. Obligations under SPAs CCL has entered into third-party SPAs which obligate CCL to purchase and liquefy sufficient quantities of natural gas to deliver 438.7 million MMBtu per year of LNG to the customers’ vessels, subject to completion of construction of Trains 1 through 3 of the Liquefaction Project. CCL has also entered into SPAs with Cheniere Marketing UK, as further described in Note 8—Related Party Transactions . Obligations under Transportation and Storage Service Agreement CCL has entered into a transportation and storage service agreement for the Liquefaction Project with a 20 -year term beginning in 2019. As of December 31, 2016, obligations under the CCL transportation and storage service agreement in which conditions precedent were met were as follows (in thousands): Years Ending December 31, Payments Due 2017 $ — 2018 — 2019 10,313 2020 13,725 2021 13,688 Thereafter 236,213 Total $ 273,939 Services Agreements CCL and CCP have entered into certain services agreements with affiliates. See Note 8—Related Party Transactions for information regarding such agreements. State Tax Sharing Agreement CCL and CCP have entered into a state tax sharing agreement with Cheniere. See Note 8—Related Party Transactions for information regarding this agreement. Other Commitments In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position and meet the definition of a commitment as of December 31, 2016. Additionally, we have various operating lease commitments, as disclosed in Note 10—Leases . Legal Proceedings We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, as of December 31, 2016, there were no pending legal matters that would reasonably be expected to have a material impact on our operating results, financial position or cash flows. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table (in thousands) provides supplemental disclosure of cash flow information: Six Months Ended June 30, 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 34,309 $ — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $109.4 million and $173.6 million , as of June 30, 2017 and 2016, respectively. | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2016 2015 2014 Cash paid during the period for interest, net of amounts capitalized $ — $ 17,456 $ — Noncash capital contribution for forgiveness of debt from affiliate — — 8,024 Noncash capital contribution for conveyance of asset from affiliate 143 — — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $145.6 million , $81.1 million and zero , as of December 31, 2016, 2015 and 2014, respectively. |
Recent Accounting Standards
Recent Accounting Standards | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of June 30, 2017 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The Financial Accounting Standards Board has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated Financial Statements. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we expect that the requirement to recognize all leases on our Consolidated Balance Sheets will be a significant change from current practice but will not have a material impact upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. | RECENT ACCOUNTING STANDARDS The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of December 31, 2016: Standard Description Expected Date of Adoption Effect on our Consolidated and Combined Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated and Combined Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated and Combined Financial Statements. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Financial Statements. Preliminarily, we expect that the requirement to recognize all leases will be a significant change from current practice but will not have a material impact upon our Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated and Combined Financial Statements and related disclosures. Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated and Combined Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 The adoption of these standards did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. December 31, 2016 As a result of adopting this standard, our Consolidated and Combined Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities. ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Supplemental Guarantor Financial Information [Abstract] | ||
Supplemental Guarantor Information | SUPPLEMENTAL GUARANTOR INFORMATION Our CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”). These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the CCH Indenture, (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 6—Debt for additional information regarding the CCH Senior Notes. The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of June 30, 2017. Condensed Consolidating Balance Sheet June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 103,290 — — 103,290 Advances to affiliate — 13,629 — 13,629 Other current assets 446 907 — 1,353 Other current assets—affiliate — 160 (1 ) 159 Total current assets 103,736 14,696 (1 ) 118,431 Property, plant and equipment, net 466,884 7,025,077 — 7,491,961 Debt issuance and deferred financing costs, net 109,581 — — 109,581 Investments in subsidiaries 7,080,480 — (7,080,480 ) — Other non-current assets, net — 37,285 — 37,285 Total assets $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 429 $ 8,923 $ — $ 9,352 Accrued liabilities 10,576 86,300 — 96,876 Due to affiliates 114 15,460 — 15,574 Derivative liabilities 31,672 — — 31,672 Total current liabilities 42,791 110,683 — 153,474 Long-term debt, net 6,122,876 — — 6,122,876 Non-current derivative liabilities 53,192 383 — 53,575 Member’s equity 1,541,822 6,965,992 (7,080,481 ) 1,427,333 Total liabilities and member’s equity $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Advances to affiliate — 20,108 — 20,108 Other current assets 152 37,043 — 37,195 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets, net 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,564 — 1,564 Operating and maintenance expense—affiliate — 149 — 149 Development expense — 415 — 415 Development expense—affiliate — 8 — 8 General and administrative expense 640 2,323 — 2,963 General and administrative expense—affiliate — 464 — 464 Depreciation and amortization expense — 289 — 289 Other — 5 — 5 Total expenses 640 5,217 — 5,857 Loss from operations (640 ) (5,217 ) — (5,857 ) Other income (expense) Loss on early extinguishment of debt (32,480 ) — — (32,480 ) Derivative loss, net (32,096 ) — — (32,096 ) Other income (expense) (85 ) 7,818 (7,815 ) (82 ) Total other income (expense) (64,661 ) 7,818 (7,815 ) (64,658 ) Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 537 — 537 Operating and maintenance expense—affiliate — 20 — 20 Development expense recovery — (184 ) — (184 ) Development expense recovery—affiliate — (120 ) — (120 ) General and administrative expense 334 1,443 — 1,777 General and administrative expense—affiliate — 291 — 291 Depreciation and amortization expense — 84 — 84 Total expenses 334 2,071 — 2,405 Loss from operations (334 ) (2,071 ) — (2,405 ) Other income (expense) Loss on early extinguishment of debt (29,011 ) — — (29,011 ) Derivative loss, net (236,053 ) — — (236,053 ) Other income (expense) (3 ) 3 — — Total other income (expense) (265,067 ) 3 — (265,064 ) Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization expense — 289 — 289 Allowance for funds used during construction — (7,815 ) 7,815 — Loss on early extinguishment of debt 32,480 — — 32,480 Total losses on derivatives, net 32,096 383 — 32,479 Net cash used for settlement of derivative instruments (33,720 ) — — (33,720 ) Other — 5 — 5 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 128 29 — 157 Due to affiliates 115 611 — 726 Other, net (293 ) (754 ) — (1,047 ) Other, net—affiliate — (636 ) — (636 ) Net cash used in operating activities (34,495 ) (5,287 ) — (39,782 ) Cash flows from investing activities Property, plant and equipment, net (202,665 ) (1,179,753 ) — (1,382,418 ) Investments in subsidiaries (1,152,649 ) — 1,152,649 — Other — 32,391 — 32,391 Net cash used in investing activities (1,355,314 ) (1,147,362 ) 1,152,649 (1,350,027 ) Cash flows from financing activities Proceeds from issuances of debt 2,497,000 — — 2,497,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (22,401 ) — — (22,401 ) Capital contributions 184,039 1,152,806 (1,152,806 ) 184,039 Distributions — (157 ) 157 — Other (29 ) — — (29 ) Net cash provided by financing activities 1,222,559 1,152,649 (1,152,649 ) 1,222,559 Net decrease in cash, cash equivalents and restricted cash (167,250 ) — — (167,250 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 103,290 $ — $ — $ 103,290 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 84 — 84 Loss on early extinguishment of debt 29,011 — — 29,011 Total losses on derivatives, net 236,053 — — 236,053 Net cash used for settlement of derivative instruments (13,710 ) — — (13,710 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 97 664 — 761 Due to affiliates 5 (443 ) — (438 ) Other, net (350 ) (1,000 ) — (1,350 ) Other, net—affiliate — 149 — 149 Net cash used in operating activities (14,295 ) (2,614 ) — (16,909 ) Cash flows from investing activities Property, plant and equipment, net (64,673 ) (966,929 ) — (1,031,602 ) Investments in subsidiaries (984,849 ) — 984,849 — Other — (15,306 ) — (15,306 ) Net cash used in investing activities (1,049,522 ) (982,235 ) 984,849 (1,046,908 ) Cash flows from financing activities Proceeds from issuances of debt 2,318,000 — — 2,318,000 Repayments of debt (1,050,660 ) — — (1,050,660 ) Debt issuance and deferred financing costs (27,166 ) — — (27,166 ) Capital contributions — 984,849 (984,849 ) — Other (10 ) — — (10 ) Net cash provided by financing activities 1,240,164 984,849 (984,849 ) 1,240,164 Net increase in cash, cash equivalents and restricted cash 176,347 — — 176,347 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 223,117 $ — $ — $ 223,117 | SUPPLEMENTAL GUARANTOR INFORMATION Our CCH Senior Notes are jointly and severally guaranteed by the Guarantors (CCL, CCP and CCP GP). These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the CCH Indenture, (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 7—Debt for additional information regarding the CCH Senior Notes. The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of December 31, 2016. Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Receivables — 400 — 400 Advances to affiliate — 20,108 — 20,108 Other current assets 152 36,643 — 36,795 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Balance Sheet December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 46,770 — — 46,770 Advances to affiliate — 10,073 — 10,073 Other current assets — 225 — 225 Other current assets—affiliate — 168 (1 ) 167 Total current assets 46,770 10,466 (1 ) 57,235 Property, plant and equipment, net 84,477 3,840,074 — 3,924,551 Debt issuance and deferred financing costs, net 247,441 — — 247,441 Non-current advances under long-term contracts — 51,530 — 51,530 Investments in subsidiaries 3,952,215 — (3,952,215 ) — Other non-current assets — 23,285 — 23,285 Total assets $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ — $ 1,043 $ — $ 1,043 Accrued liabilities 2,220 78,976 — 81,196 Due to affiliates — 2,332 — 2,332 Derivative liabilities 28,559 — — 28,559 Total current liabilities 30,779 82,351 — 113,130 Long-term debt, net 2,713,000 — — 2,713,000 Non-current derivative liabilities 76,440 — — 76,440 Other non-current liabilities — 891 — 891 Other non-current liabilities—affiliate — 1,231 — 1,231 Member’s equity 1,510,684 3,840,882 (3,952,216 ) 1,399,350 Total liabilities and member’s equity $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 Condensed Consolidating Statement of Operations Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,372 — 1,372 Operating and maintenance expense—affiliate — 107 (12 ) 95 Development recovery — (81 ) — (81 ) Development recovery—affiliate — (10 ) — (10 ) General and administrative expense 709 3,531 — 4,240 General and administrative expense—affiliate — 607 — 607 Depreciation and amortization expense — 249 — 249 Total expenses 709 5,775 (12 ) 6,472 Loss from operations (709 ) (5,775 ) 12 (6,472 ) Other income (expense) Loss on early extinguishment of debt (63,318 ) — — (63,318 ) Derivative loss, net (15,571 ) — — (15,571 ) Other income (expense) (131 ) 5 — (126 ) Other income—affiliate — 12 (12 ) — Total other income (expense) (79,020 ) 17 (12 ) (79,015 ) Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 572 — 572 Development expense — 13,690 — 13,690 Development expense—affiliate — 5,525 — 5,525 General and administrative expense 724 2,465 — 3,189 General and administrative expense—affiliate — 13 — 13 Depreciation and amortization expense — 55 — 55 Total expenses 724 22,320 — 23,044 Loss from operations (724 ) (22,320 ) — (23,044 ) Other income (expense) Interest expense, net of capitalized interest (25,680 ) — — (25,680 ) Loss on early extinguishment of debt (16,498 ) — — (16,498 ) Derivative loss, net (161,917 ) — — (161,917 ) Other income 36 6 — 42 Total other income (expense) (204,059 ) 6 — (204,053 ) Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Development expense — 30,294 — 30,294 Development expense—affiliate — 7,929 — 7,929 General and administrative expense — 12 — 12 Total expenses — 38,235 — 38,235 Loss from operations — (38,235 ) — (38,235 ) Other expense Interest expense—affiliate — (368 ) — (368 ) Total other expense — (368 ) — (368 ) Net loss $ — $ (38,603 ) $ — $ (38,603 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 249 — 249 Loss on extinguishment of debt 63,318 — — 63,318 Total losses on derivatives, net 15,571 — — 15,571 Net cash used for settlement of derivative instruments (34,082 ) — — (34,082 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 121 294 — 415 Due to affiliates — (331 ) — (331 ) Other, net (153 ) (592 ) — (745 ) Other, net—affiliate — 13 — 13 Net cash used in operating activities (34,954 ) (6,125 ) — (41,079 ) Cash flows from investing activities Property, plant and equipment, net (126,547 ) (1,924,983 ) — (2,051,530 ) Investments in subsidiaries (1,975,474 ) — 1,975,474 — Other — (44,367 ) — (44,367 ) Net cash used in investing activities (2,102,021 ) (1,969,350 ) 1,975,474 (2,095,897 ) Cash flows from financing activities Proceeds from issuances of long-term debt 4,838,000 — — 4,838,000 Repayments of debt (2,420,212 ) — — (2,420,212 ) Debt issuance and deferred financing costs (56,783 ) — — (56,783 ) Capital contributions 90 1,975,475 (1,975,474 ) 91 Distribution to affiliate (288 ) — — (288 ) Other (62 ) — — (62 ) Net cash provided by financing activities 2,360,745 1,975,475 (1,975,474 ) 2,360,746 Net increase in cash, cash equivalents and restricted cash 223,770 — — 223,770 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 270,540 $ — $ — $ 270,540 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 55 — 55 Amortization of debt issuance costs, net of capitalization 6,340 — — 6,340 Loss on extinguishment of debt 16,498 — — 16,498 Total losses on derivatives, net 161,917 — — 161,917 Net cash used for settlement of derivative instruments (56,918 ) — — (56,918 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 453 549 — 1,002 Due to affiliates (860 ) 1,135 — 275 Advances to affiliate — (10,073 ) — (10,073 ) Other, net — 301 — 301 Other, net—affiliate — 498 — 498 Net cash used in operating activities (77,353 ) (29,849 ) — (107,202 ) Cash flows from investing activities Property, plant and equipment, net (63,783 ) (3,757,164 ) — (3,820,947 ) Investments in subsidiaries (3,804,848 ) — 3,804,848 — Other (633 ) (17,835 ) — (18,468 ) Net cash used in investing activities (3,869,264 ) (3,774,999 ) 3,804,848 (3,839,415 ) Cash flows from financing activities Proceeds from issuances of long-term debt 2,713,000 — — 2,713,000 Debt issuance and deferred financing costs (280,528 ) — — (280,528 ) Capital contributions 1,560,915 3,804,848 (3,804,848 ) 1,560,915 Net cash provided by financing activities 3,993,387 3,804,848 (3,804,848 ) 3,993,387 Net increase in cash, cash equivalents and restricted cash 46,770 — — 46,770 Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ 46,770 $ — $ — $ 46,770 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ — $ (38,603 ) $ — $ (38,603 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts payable and accrued liabilities 2,366 (392 ) — 1,974 Other, net (111 ) (2,593 ) — (2,704 ) Net cash used in operating activities 2,255 (41,588 ) — (39,333 ) Cash flows from investing activities Property, plant and equipment, net — (47,373 ) — (47,373 ) Investments in subsidiaries (90,418 ) — 90,418 — Other (2,342 ) (2,746 ) — (5,088 ) Net cash used in investing activities (92,760 ) (50,119 ) 90,418 (52,461 ) Cash flows from financing activities Proceeds from affiliate debt — 1,289 — 1,289 Debt issuance and deferred financing costs (7,098 ) — — (7,098 ) Capital contributions 97,603 90,418 (90,418 ) 97,603 Net cash provided by financing activities 90,505 91,707 (90,418 ) 91,794 Net increase (decrease) in cash, cash equivalents and restricted cash — — — — Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ — $ — $ — $ — |
Summarized Quarterly Financial
Summarized Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Information (unaudited) | Summarized Quarterly Financial Data—(in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2016: Loss from operations $ (733 ) $ (1,672 ) $ (1,809 ) $ (2,258 ) Net income (loss) (160,884 ) (106,585 ) 18,230 163,752 Year ended December 31, 2015: Loss from operations $ (11,340 ) $ (8,596 ) $ (1,049 ) $ (2,059 ) Net income (loss) (100,892 ) 24,446 (159,041 ) 8,390 |
Nature of Operations and Basi23
Nature of Operations and Basis of Presentation (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated and Combined Financial Statements and accompanying notes included in this prospectus. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. | Basis of Presentation Our Consolidated and Combined Financial Statements have been prepared in accordance with GAAP. Our Consolidated Financial Statements include the accounts of the CCH and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have evaluated subsequent events through March 7, 2017, the date the Consolidated and Combined Financial Statements were available to be issued. |
Income Tax, Policy | We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. | Income Taxes We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated and Combined Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant judgment and is based upon our assessment of our ability to generate future taxable income among other factors. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Basis of Presentation, Policy | Basis of Presentation The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated and Combined Financial Statements and accompanying notes included in this prospectus. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. | Basis of Presentation Our Consolidated and Combined Financial Statements have been prepared in accordance with GAAP. Our Consolidated Financial Statements include the accounts of the CCH and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have evaluated subsequent events through March 7, 2017, the date the Consolidated and Combined Financial Statements were available to be issued. |
Use of Estimates, Policy | Use of Estimates The preparation of Consolidated and Combined Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated and Combined Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. | |
Fair Value, Policy | Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for interest rate derivatives as disclosed in Note 5—Derivative Instruments . The carrying amount of restricted cash and accounts payable reported on the Consolidated Balance Sheets approximates fair value. Debt fair values, as disclosed in Note 7—Debt , is the estimated amount we would have to pay to repurchase our debt in the open market, and are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. | |
Restricted Cash, Policy | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. We have presented restricted cash separately from cash and cash equivalents on our Consolidated Balance Sheets. | |
Accounting For LNG Activities, Policy | Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminal and related pipeline once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminal and related pipeline. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminal and related pipeline. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. | |
Property, Plant and Equipment, Policy | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. We did not record any impairments related to property, plant and equipment during the years ended December 31, 2016, 2015 or 2014. | |
Regulated Natural Gas Pipelines, Policy | Regulated Natural Gas Pipelines The Corpus Christi Pipeline is subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as deferred preliminary survey and investigation costs, other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. | |
Derivatives Instruments, Policy | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did not have any derivative instruments designated as cash flow hedges during the years ended December 31, 2016 and 2015. See Note 5—Derivative Instruments for additional details about our derivative instruments. | |
Concentration of Credit Risk, Policy | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. CCL has entered into eight fixed price 20 -year SPAs with seven unaffiliated third parties. CCL is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. | |
Debt, Policy | Debt Our debt consists of long-term secured debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value net of unamortized debt issuance costs related to term notes. Debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated and Combined Statements of Operations. Debt issuance and deferred financing costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. Debt issuance costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheets along with deferred financing costs. Debt issuance and deferred financing costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. | |
Asset Retirement Obligations, Policy | Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement is conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our assessment of AROs is described below. We have no t recorded an ARO associated with the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. | |
Income Tax, Policy | We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. | Income Taxes We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated and Combined Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis (“hypothetical carve-out basis”) from Cheniere. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant judgment and is based upon our assessment of our ability to generate future taxable income among other factors. |
Business Segment, Policy | Business Segment Our liquefaction and pipeline business at the Corpus Christi LNG terminal represents a single reportable segment. Our chief operating decision maker reviews the financial results of CCH in total when evaluating financial performance and for purposes of allocating resources. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Restricted Cash [Abstract] | ||
Schedule of Restricted Cash | As of June 30, 2017 and December 31, 2016, restricted cash consisted of the following (in thousands): June 30, December 31, 2017 2016 Current restricted cash Liquefaction Project $ 103,290 $ 197,201 Non-current restricted cash Liquefaction Project — 73,339 | As of December 31, 2016 and 2015, restricted cash consisted of the following (in thousands): December 31, 2016 2015 Current restricted cash Liquefaction Project $ 197,201 $ 46,770 Non-current restricted cash Liquefaction Project 73,339 — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | Property, plant and equipment, net consists of LNG terminal costs and fixed assets, as follows (in thousands): June 30, December 31, 2017 2016 LNG terminal costs LNG terminal construction-in-process $ 7,474,008 $ 6,060,299 LNG site and related costs 13,844 14,006 Total LNG terminal costs 7,487,852 6,074,305 Fixed assets Fixed assets 4,598 2,620 Accumulated depreciation (489 ) (253 ) Total fixed assets, net 4,109 2,367 Property, plant and equipment, net $ 7,491,961 $ 6,076,672 | Property, plant and equipment consists of LNG terminal costs and fixed assets, as follows (in thousands): December 31, 2016 2015 LNG terminal costs LNG terminal construction-in-process $ 6,060,299 $ 3,913,975 LNG site and related costs 14,006 10,122 Total LNG terminal costs 6,074,305 3,924,097 Fixed assets Fixed assets 2,620 509 Accumulated depreciation (253 ) (55 ) Total fixed assets, net 2,367 454 Property, plant and equipment, net $ 6,076,672 $ 3,924,551 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Net Presentation on Consolidated Balance Sheets | The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of June 30, 2017 Interest Rate Derivatives $ (86,112 ) $ 1,248 $ (84,864 ) Liquefaction Supply Derivatives (383 ) — (383 ) As of December 31, 2016 Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) | The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of December 31, 2016 CCH Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) As of December 31, 2015 CCH Interest Rate Derivatives (104,999 ) — (104,999 ) |
Interest Rate Derivatives [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Schedule of Notional Amounts of Outstanding Derivative Positions | As of June 30, 2017, we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received Interest Rate Derivatives $28.8 million $4.9 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR | As of December 31, 2016, we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received Interest Rate Derivatives $28.8 million $5.5 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: June 30, December 31, Balance Sheet Location 2017 2016 Derivative liabilities $ (31,672 ) $ (43,383 ) Non-current derivative liabilities (53,192 ) (43,105 ) Total derivative liabilities $ (84,864 ) $ (86,488 ) | The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: December 31, Balance Sheet Location 2016 2015 Derivative liabilities $ (43,383 ) $ (28,559 ) Non-current derivative liabilities (43,105 ) (76,440 ) Total derivative liabilities $ (86,488 ) $ (104,999 ) |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Interest Rate Derivatives loss $ (32,096 ) $ (236,053 ) | The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated and Combined Statements of Operations during the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 Interest Rate Derivatives loss $ (15,571 ) $ (161,917 ) $ — |
Liquefaction Supply Derivatives [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair Value Inputs, Liabilities, Quantitative Information | The following table includes quantitative information for the unobservable inputs for our Liquefaction Supply Derivatives as of June 30, 2017: Net Fair Value Liability (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $(383) Income Approach Basis Spread $(0.098) - $0.080 | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Liquefaction Supply Derivatives on our Consolidated Balance Sheets: June 30, December 31, Balance Sheet Location 2017 2016 Non-current derivative liabilities $ (383 ) $ — | |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value of our Liquefaction Supply Derivatives recorded in our Consolidated Statements of Operations during the six months ended June 30, 2017 and 2016: Six Months Ended June 30, Statement of Operations Location 2017 2016 Liquefaction Supply Derivatives loss Operating and maintenance expense $ 383 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | ||
Schedule of Accrued Liabilities | As of June 30, 2017 and December 31, 2016, accrued liabilities consisted of the following (in thousands): June 30, December 31, 2017 2016 Interest costs and related debt fees $ 9,401 $ 59,994 Liquefaction Project costs 74,369 73,150 Other 13,106 4,504 Total accrued liabilities $ 96,876 $ 137,648 | As of December 31, 2016 and 2015, accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Interest costs and related debt fees $ 59,994 $ 1,884 Liquefaction Project costs 73,150 78,753 Other 4,504 559 Total accrued liabilities $ 137,648 $ 81,196 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Instruments | As of June 30, 2017 and December 31, 2016, our debt consisted of the following (in thousands): June 30, December 31, 2017 2016 Long-term debt 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ 1,250,000 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 1,500,000 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 1,941,737 2,380,788 Unamortized debt issuance costs (68,861 ) (49,073 ) Total long-term debt, net 6,122,876 5,081,715 Current debt $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 6,122,876 $ 5,081,715 | As of December 31, 2016 and 2015, our long-term debt consisted of the following (in thousands): December 31, 2016 2015 Long-term debt: 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ — 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,380,788 2,713,000 Unamortized debt issuance costs (49,073 ) — Total long-term debt, net 5,081,715 2,713,000 Current debt: $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 5,081,715 $ 2,713,000 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2016 (in thousands): Years Ending December 31, Principal Payments 2017 $ — 2018 — 2019 — 2020 — 2021 2,380,788 Thereafter 2,750,000 Total $ 5,130,788 | |
Schedule of Line of Credit Facilities | Below is a summary (in thousands) of our credit facilities outstanding as of June 30, 2017: 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Outstanding balance 1,941,737 — Commitments terminated 3,832,263 — Letters of credit issued — 82,161 Available commitment $ 2,629,714 $ 267,839 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following completion of Trains 1 and 2 of the Liquefaction Project. | Below is a summary of our credit facilities outstanding as of December 31, 2016 (in thousands): 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Outstanding balance 2,380,788 — Commitments terminated 2,420,212 — Letters of credit issued — — Available commitment $ 3,602,714 $ 350,000 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the Liquefaction Project. |
Schedule of Interest Expense | Total interest expense consisted of the following (in thousands): Six Months Ended June 30, 2017 2016 Total interest cost $ 168,356 $ 92,755 Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction (168,356 ) (92,755 ) Total interest expense, net $ — $ — | Total interest expense consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Total interest cost $ 221,865 $ 110,156 $ — Capitalized interest (221,865 ) (84,476 ) — Total interest expense, net $ — $ 25,680 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table (in thousands) shows the carrying amount and estimated fair value of our debt: June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes (1) $ 4,250,000 $ 4,518,438 $ 2,750,000 $ 2,901,563 Credit facilities (2) 1,941,737 1,941,737 2,380,788 2,380,788 (1) Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. | The following table shows the carrying amount and estimated fair value of our long-term debt (in thousands): December 31, 2016 December 31, 2015 Carrying Estimated Carrying Estimated CCH Senior Notes (1) $ 2,750,000 $ 2,901,563 $ — $ — Credit facilities (2) 2,380,788 2,380,788 2,713,000 2,713,000 (1) The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % Valuation allowance (35.0 )% (35.0 )% Effective tax rate as reported — % — % |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets Federal net operating loss carryforward $ 53,618 $ 28,548 Derivative instruments 46,754 54,222 Long-term debt 15,953 8,196 Property, plant and equipment 13,680 8,385 Other 393 1,130 Less: valuation allowance (130,398 ) (100,481 ) Total net deferred tax asset $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments, excluding inflationary adjustments and payments to affiliates, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2017 $ 895 2018 895 2019 841 2020 245 2021 — Thereafter — Total $ 2,876 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CCL [Member] | Natural Gas Transportation And Storage Service Agreements [Member] | |
Long-term Purchase Commitment [Line Items] | |
Contractual Obligation, Fiscal Year Maturity Schedule | As of December 31, 2016, obligations under the CCL transportation and storage service agreement in which conditions precedent were met were as follows (in thousands): Years Ending December 31, Payments Due 2017 $ — 2018 — 2019 10,313 2020 13,725 2021 13,688 Thereafter 236,213 Total $ 273,939 |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Six Months Ended June 30, 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 34,309 $ — | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2016 2015 2014 Cash paid during the period for interest, net of amounts capitalized $ — $ 17,456 $ — Noncash capital contribution for forgiveness of debt from affiliate — — 8,024 Noncash capital contribution for conveyance of asset from affiliate 143 — — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of June 30, 2017 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The Financial Accounting Standards Board has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated Financial Statements. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we expect that the requirement to recognize all leases on our Consolidated Balance Sheets will be a significant change from current practice but will not have a material impact upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. | The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of December 31, 2016: Standard Description Expected Date of Adoption Effect on our Consolidated and Combined Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated and Combined Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated and Combined Financial Statements. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Financial Statements. Preliminarily, we expect that the requirement to recognize all leases will be a significant change from current practice but will not have a material impact upon our Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated and Combined Financial Statements and related disclosures. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated and Combined Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 The adoption of these standards did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. December 31, 2016 As a result of adopting this standard, our Consolidated and Combined Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities. ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated and Combined Financial Statements or related disclosures. |
Supplemental Guarantor Inform35
Supplemental Guarantor Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Supplemental Guarantor Financial Information [Abstract] | ||
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 103,290 — — 103,290 Advances to affiliate — 13,629 — 13,629 Other current assets 446 907 — 1,353 Other current assets—affiliate — 160 (1 ) 159 Total current assets 103,736 14,696 (1 ) 118,431 Property, plant and equipment, net 466,884 7,025,077 — 7,491,961 Debt issuance and deferred financing costs, net 109,581 — — 109,581 Investments in subsidiaries 7,080,480 — (7,080,480 ) — Other non-current assets, net — 37,285 — 37,285 Total assets $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 429 $ 8,923 $ — $ 9,352 Accrued liabilities 10,576 86,300 — 96,876 Due to affiliates 114 15,460 — 15,574 Derivative liabilities 31,672 — — 31,672 Total current liabilities 42,791 110,683 — 153,474 Long-term debt, net 6,122,876 — — 6,122,876 Non-current derivative liabilities 53,192 383 — 53,575 Member’s equity 1,541,822 6,965,992 (7,080,481 ) 1,427,333 Total liabilities and member’s equity $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Advances to affiliate — 20,108 — 20,108 Other current assets 152 37,043 — 37,195 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets, net 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 | Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Receivables — 400 — 400 Advances to affiliate — 20,108 — 20,108 Other current assets 152 36,643 — 36,795 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Balance Sheet December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 46,770 — — 46,770 Advances to affiliate — 10,073 — 10,073 Other current assets — 225 — 225 Other current assets—affiliate — 168 (1 ) 167 Total current assets 46,770 10,466 (1 ) 57,235 Property, plant and equipment, net 84,477 3,840,074 — 3,924,551 Debt issuance and deferred financing costs, net 247,441 — — 247,441 Non-current advances under long-term contracts — 51,530 — 51,530 Investments in subsidiaries 3,952,215 — (3,952,215 ) — Other non-current assets — 23,285 — 23,285 Total assets $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ — $ 1,043 $ — $ 1,043 Accrued liabilities 2,220 78,976 — 81,196 Due to affiliates — 2,332 — 2,332 Derivative liabilities 28,559 — — 28,559 Total current liabilities 30,779 82,351 — 113,130 Long-term debt, net 2,713,000 — — 2,713,000 Non-current derivative liabilities 76,440 — — 76,440 Other non-current liabilities — 891 — 891 Other non-current liabilities—affiliate — 1,231 — 1,231 Member’s equity 1,510,684 3,840,882 (3,952,216 ) 1,399,350 Total liabilities and member’s equity $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 |
Condensed Consolidated Statement of Operations | Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,564 — 1,564 Operating and maintenance expense—affiliate — 149 — 149 Development expense — 415 — 415 Development expense—affiliate — 8 — 8 General and administrative expense 640 2,323 — 2,963 General and administrative expense—affiliate — 464 — 464 Depreciation and amortization expense — 289 — 289 Other — 5 — 5 Total expenses 640 5,217 — 5,857 Loss from operations (640 ) (5,217 ) — (5,857 ) Other income (expense) Loss on early extinguishment of debt (32,480 ) — — (32,480 ) Derivative loss, net (32,096 ) — — (32,096 ) Other income (expense) (85 ) 7,818 (7,815 ) (82 ) Total other income (expense) (64,661 ) 7,818 (7,815 ) (64,658 ) Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 537 — 537 Operating and maintenance expense—affiliate — 20 — 20 Development expense recovery — (184 ) — (184 ) Development expense recovery—affiliate — (120 ) — (120 ) General and administrative expense 334 1,443 — 1,777 General and administrative expense—affiliate — 291 — 291 Depreciation and amortization expense — 84 — 84 Total expenses 334 2,071 — 2,405 Loss from operations (334 ) (2,071 ) — (2,405 ) Other income (expense) Loss on early extinguishment of debt (29,011 ) — — (29,011 ) Derivative loss, net (236,053 ) — — (236,053 ) Other income (expense) (3 ) 3 — — Total other income (expense) (265,067 ) 3 — (265,064 ) Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) | Condensed Consolidating Statement of Operations Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,372 — 1,372 Operating and maintenance expense—affiliate — 107 (12 ) 95 Development recovery — (81 ) — (81 ) Development recovery—affiliate — (10 ) — (10 ) General and administrative expense 709 3,531 — 4,240 General and administrative expense—affiliate — 607 — 607 Depreciation and amortization expense — 249 — 249 Total expenses 709 5,775 (12 ) 6,472 Loss from operations (709 ) (5,775 ) 12 (6,472 ) Other income (expense) Loss on early extinguishment of debt (63,318 ) — — (63,318 ) Derivative loss, net (15,571 ) — — (15,571 ) Other income (expense) (131 ) 5 — (126 ) Other income—affiliate — 12 (12 ) — Total other income (expense) (79,020 ) 17 (12 ) (79,015 ) Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 572 — 572 Development expense — 13,690 — 13,690 Development expense—affiliate — 5,525 — 5,525 General and administrative expense 724 2,465 — 3,189 General and administrative expense—affiliate — 13 — 13 Depreciation and amortization expense — 55 — 55 Total expenses 724 22,320 — 23,044 Loss from operations (724 ) (22,320 ) — (23,044 ) Other income (expense) Interest expense, net of capitalized interest (25,680 ) — — (25,680 ) Loss on early extinguishment of debt (16,498 ) — — (16,498 ) Derivative loss, net (161,917 ) — — (161,917 ) Other income 36 6 — 42 Total other income (expense) (204,059 ) 6 — (204,053 ) Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Development expense — 30,294 — 30,294 Development expense—affiliate — 7,929 — 7,929 General and administrative expense — 12 — 12 Total expenses — 38,235 — 38,235 Loss from operations — (38,235 ) — (38,235 ) Other expense Interest expense—affiliate — (368 ) — (368 ) Total other expense — (368 ) — (368 ) Net loss $ — $ (38,603 ) $ — $ (38,603 ) |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization expense — 289 — 289 Allowance for funds used during construction — (7,815 ) 7,815 — Loss on early extinguishment of debt 32,480 — — 32,480 Total losses on derivatives, net 32,096 383 — 32,479 Net cash used for settlement of derivative instruments (33,720 ) — — (33,720 ) Other — 5 — 5 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 128 29 — 157 Due to affiliates 115 611 — 726 Other, net (293 ) (754 ) — (1,047 ) Other, net—affiliate — (636 ) — (636 ) Net cash used in operating activities (34,495 ) (5,287 ) — (39,782 ) Cash flows from investing activities Property, plant and equipment, net (202,665 ) (1,179,753 ) — (1,382,418 ) Investments in subsidiaries (1,152,649 ) — 1,152,649 — Other — 32,391 — 32,391 Net cash used in investing activities (1,355,314 ) (1,147,362 ) 1,152,649 (1,350,027 ) Cash flows from financing activities Proceeds from issuances of debt 2,497,000 — — 2,497,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (22,401 ) — — (22,401 ) Capital contributions 184,039 1,152,806 (1,152,806 ) 184,039 Distributions — (157 ) 157 — Other (29 ) — — (29 ) Net cash provided by financing activities 1,222,559 1,152,649 (1,152,649 ) 1,222,559 Net decrease in cash, cash equivalents and restricted cash (167,250 ) — — (167,250 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 103,290 $ — $ — $ 103,290 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 84 — 84 Loss on early extinguishment of debt 29,011 — — 29,011 Total losses on derivatives, net 236,053 — — 236,053 Net cash used for settlement of derivative instruments (13,710 ) — — (13,710 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 97 664 — 761 Due to affiliates 5 (443 ) — (438 ) Other, net (350 ) (1,000 ) — (1,350 ) Other, net—affiliate — 149 — 149 Net cash used in operating activities (14,295 ) (2,614 ) — (16,909 ) Cash flows from investing activities Property, plant and equipment, net (64,673 ) (966,929 ) — (1,031,602 ) Investments in subsidiaries (984,849 ) — 984,849 — Other — (15,306 ) — (15,306 ) Net cash used in investing activities (1,049,522 ) (982,235 ) 984,849 (1,046,908 ) Cash flows from financing activities Proceeds from issuances of debt 2,318,000 — — 2,318,000 Repayments of debt (1,050,660 ) — — (1,050,660 ) Debt issuance and deferred financing costs (27,166 ) — — (27,166 ) Capital contributions — 984,849 (984,849 ) — Other (10 ) — — (10 ) Net cash provided by financing activities 1,240,164 984,849 (984,849 ) 1,240,164 Net increase in cash, cash equivalents and restricted cash 176,347 — — 176,347 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 223,117 $ — $ — $ 223,117 | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 249 — 249 Loss on extinguishment of debt 63,318 — — 63,318 Total losses on derivatives, net 15,571 — — 15,571 Net cash used for settlement of derivative instruments (34,082 ) — — (34,082 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 121 294 — 415 Due to affiliates — (331 ) — (331 ) Other, net (153 ) (592 ) — (745 ) Other, net—affiliate — 13 — 13 Net cash used in operating activities (34,954 ) (6,125 ) — (41,079 ) Cash flows from investing activities Property, plant and equipment, net (126,547 ) (1,924,983 ) — (2,051,530 ) Investments in subsidiaries (1,975,474 ) — 1,975,474 — Other — (44,367 ) — (44,367 ) Net cash used in investing activities (2,102,021 ) (1,969,350 ) 1,975,474 (2,095,897 ) Cash flows from financing activities Proceeds from issuances of long-term debt 4,838,000 — — 4,838,000 Repayments of debt (2,420,212 ) — — (2,420,212 ) Debt issuance and deferred financing costs (56,783 ) — — (56,783 ) Capital contributions 90 1,975,475 (1,975,474 ) 91 Distribution to affiliate (288 ) — — (288 ) Other (62 ) — — (62 ) Net cash provided by financing activities 2,360,745 1,975,475 (1,975,474 ) 2,360,746 Net increase in cash, cash equivalents and restricted cash 223,770 — — 223,770 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 270,540 $ — $ — $ 270,540 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 55 — 55 Amortization of debt issuance costs, net of capitalization 6,340 — — 6,340 Loss on extinguishment of debt 16,498 — — 16,498 Total losses on derivatives, net 161,917 — — 161,917 Net cash used for settlement of derivative instruments (56,918 ) — — (56,918 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 453 549 — 1,002 Due to affiliates (860 ) 1,135 — 275 Advances to affiliate — (10,073 ) — (10,073 ) Other, net — 301 — 301 Other, net—affiliate — 498 — 498 Net cash used in operating activities (77,353 ) (29,849 ) — (107,202 ) Cash flows from investing activities Property, plant and equipment, net (63,783 ) (3,757,164 ) — (3,820,947 ) Investments in subsidiaries (3,804,848 ) — 3,804,848 — Other (633 ) (17,835 ) — (18,468 ) Net cash used in investing activities (3,869,264 ) (3,774,999 ) 3,804,848 (3,839,415 ) Cash flows from financing activities Proceeds from issuances of long-term debt 2,713,000 — — 2,713,000 Debt issuance and deferred financing costs (280,528 ) — — (280,528 ) Capital contributions 1,560,915 3,804,848 (3,804,848 ) 1,560,915 Net cash provided by financing activities 3,993,387 3,804,848 (3,804,848 ) 3,993,387 Net increase in cash, cash equivalents and restricted cash 46,770 — — 46,770 Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ 46,770 $ — $ — $ 46,770 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ — $ (38,603 ) $ — $ (38,603 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts payable and accrued liabilities 2,366 (392 ) — 1,974 Other, net (111 ) (2,593 ) — (2,704 ) Net cash used in operating activities 2,255 (41,588 ) — (39,333 ) Cash flows from investing activities Property, plant and equipment, net — (47,373 ) — (47,373 ) Investments in subsidiaries (90,418 ) — 90,418 — Other (2,342 ) (2,746 ) — (5,088 ) Net cash used in investing activities (92,760 ) (50,119 ) 90,418 (52,461 ) Cash flows from financing activities Proceeds from affiliate debt — 1,289 — 1,289 Debt issuance and deferred financing costs (7,098 ) — — (7,098 ) Capital contributions 97,603 90,418 (90,418 ) 97,603 Net cash provided by financing activities 90,505 91,707 (90,418 ) 91,794 Net increase (decrease) in cash, cash equivalents and restricted cash — — — — Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ — $ — $ — $ — |
Summarized Quarterly Financia36
Summarized Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized Quarterly Financial Data—(in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2016: Loss from operations $ (733 ) $ (1,672 ) $ (1,809 ) $ (2,258 ) Net income (loss) (160,884 ) (106,585 ) 18,230 163,752 Year ended December 31, 2015: Loss from operations $ (11,340 ) $ (8,596 ) $ (1,049 ) $ (2,059 ) Net income (loss) (100,892 ) 24,446 (159,041 ) 8,390 |
Organization and Nature of Op37
Organization and Nature of Operations (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017aunitmitrains | Dec. 31, 2016amiitemmilliontonnes / yrBcfetrainsm³ | |
Corpus Christi LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Acres of land owned or controlled | a | 2,000 | 2,000 |
Number of Liquefaction LNG Trains | 3 | |
Train Nominal Capacity | milliontonnes / yr | 13.5 | |
Number Of LNG Storage Tanks | item | 3 | |
Storage Capacity | Bcfe | 10.1 | |
Number of Marine Berths | item | 2 | |
Volume Of Vessel | m³ | 266,000 | |
Corpus Christi LNG Terminal [Member] | Stage 1 [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | 2 | 2 |
Number Of LNG Storage Tanks | 2 | 2 |
Number of Marine Berths | 1 | 1 |
Corpus Christi LNG Terminal [Member] | Stage 2 [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | 1 | 1 |
Number Of LNG Storage Tanks | 1 | 1 |
Corpus Christi Pipeline [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length Of Natural Gas Pipeline | mi | 23 | 23 |
Nature of Operations and Basi38
Nature of Operations and Basis of Presentation (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017aunitmitrains | Dec. 31, 2016amiitemtrains | |
Corpus Christi LNG Terminal [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Acres of land owned or controlled | a | 2,000 | 2,000 |
Number of Liquefaction LNG Trains | 3 | |
Number Of LNG Storage Tanks | item | 3 | |
Number of Marine Berths | item | 2 | |
Corpus Christi LNG Terminal [Member] | Stage 1 [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 2 | 2 |
Number Of LNG Storage Tanks | 2 | 2 |
Number of Marine Berths | 1 | 1 |
Corpus Christi LNG Terminal [Member] | Stage 2 [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 1 | 1 |
Number Of LNG Storage Tanks | 1 | 1 |
Corpus Christi Pipeline [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Length Of Natural Gas Pipeline | mi | 23 | 23 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)customeritem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairments related to property, plant and equipment | $ 0 | $ 0 | $ 0 |
Derivative instruments designated as cash flow hedges | 0 | $ 0 | |
Corpus Christi Pipeline [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $ 0 | ||
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number Of Fixed Price Contracts | item | 8 | ||
Sale and Purchase Agreement, Term of Agreement | 20 years | ||
Sale And Purchase Agreement, Number Of Unaffiliated Counterparties | customer | 7 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Current restricted cash | $ 103,290 | $ 197,201 | $ 46,770 | $ 0 |
Non-current restricted cash | 0 | 73,339 | 0 | $ 0 |
Liquefaction Project [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Current restricted cash | 103,290 | 197,201 | 46,770 | |
Non-current restricted cash | $ 0 | $ 73,339 | $ 0 |
Property, Plant and Equipment41
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, net | $ 7,491,961 | $ 6,076,672 | $ 3,924,551 | ||
Depreciation expense | 200 | $ 100 | 200 | 100 | $ 0 |
LNG terminal costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 7,487,852 | 6,074,305 | 3,924,097 | ||
LNG terminal construction-in-process [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 7,474,008 | 6,060,299 | 3,913,975 | ||
LNG site and related costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 13,844 | 14,006 | 10,122 | ||
Fixed assets [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 4,598 | 2,620 | 509 | ||
Accumulated depreciation | (489) | (253) | (55) | ||
Property, plant and equipment, net | $ 4,109 | $ 2,367 | $ 454 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017USD ($)tbtu | Dec. 31, 2016USD ($) | |
Interest Rate Derivatives [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 28.8 | $ 28.8 |
Effective Date | May 20, 2015 | May 20, 2015 |
Maturity Date | May 31, 2022 | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.29% | 2.29% |
Variable Interest Rate Received | One-month LIBOR | One-month LIBOR |
Interest Rate Derivatives [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 4,900 | $ 5,500 |
Liquefaction Supply Derivatives [Member] | ||
Derivative [Line Items] | ||
Nonmonetary Notional Amount | tbtu | 280 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Inputs - Quantiative Information (Details) - Liquefaction Supply Derivatives [Member] | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Net Fair Value Liability | $ (383,000) |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Net Fair Value Liability | $ (383,000) |
Valuation Techniques | Income Approach |
Significant Unobservable Input | Basis Spread |
Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair Value Inputs Basis Spread | $ (0.098) |
Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair Value Inputs Basis Spread | $ 0.080 |
Derivative Instruments - Fair44
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | $ (31,672) | $ (43,383) | $ (28,559) |
Non-current derivative liabilities | (53,575) | (43,105) | (76,440) |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (84,864) | (86,488) | (104,999) |
Interest Rate Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (31,672) | (43,383) | (28,559) |
Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (53,192) | (43,105) | $ (76,440) |
Liquefaction Supply Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ (383) | $ 0 |
Derivative Instruments - Gain (
Derivative Instruments - Gain (Loss) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2017 | May 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
2015 CCH Credit Facility [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Line of credit facility, decrease | $ 1,400,000 | ||||||
Interest Rate Derivatives [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Cost of Hedge | $ 50,100 | ||||||
Term of Contract | 7 years | ||||||
Derivative loss, net | $ 13,000 | ||||||
Interest Rate Derivatives [Member] | Derivative loss, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative loss, net | $ 32,096 | $ 236,053 | $ 15,571 | $ 161,917 | $ 0 | ||
Liquefaction Supply Derivatives [Member] | Operating and maintenance expense [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative loss, net | $ 383 | $ 0 |
Derivative Instruments - Net Pr
Derivative Instruments - Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Interest Rate Derivative Liability [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Gross Amounts Recognized | $ (86,112) | $ (95,923) | $ (104,999) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 1,248 | 9,435 | 0 |
Derivative Liabilities, at Fair Value, Net | (84,864) | $ (86,488) | $ (104,999) |
Liquefaction Supply Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Gross Amounts Recognized | (383) | ||
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | ||
Derivative Liabilities, at Fair Value, Net | $ (383) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | |||
Interest costs and related debt fees | $ 9,401 | $ 59,994 | $ 1,884 |
Liquefaction Project costs | 74,369 | 73,150 | 78,753 |
Other | 13,106 | 4,504 | 559 |
Total accrued liabilities | $ 96,876 | $ 137,648 | $ 81,196 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 6,122,876,000 | $ 5,081,715,000 | $ 2,713,000,000 |
Unamortized debt issuance costs | (68,861,000) | (49,073,000) | 0 |
Current Debt, CCH Working Capital Facility | 0 | 0 | 0 |
Total Debt, Net | 6,122,876,000 | 5,081,715,000 | 2,713,000,000 |
2024 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,250,000,000 | $ 1,250,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |
2025 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,500,000,000 | $ 1,500,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | |
2027 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,500,000,000 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | ||
2015 CCH Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,941,737,000 | 2,380,788,000 | $ 2,713,000,000 |
CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, CCH Working Capital Facility | 0 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 | $ 350,000,000 |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 2,380,788 |
Thereafter | 2,750,000 |
Total | $ 5,130,788 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 31, 2016 | |
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 32,480,000 | $ 29,011,000 | $ 63,318,000 | $ 16,498,000 | $ 0 | ||
CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make Whole Price | 6 months | ||||||
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||
Debt Instrument Registration Period | 360 days | ||||||
2024 CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,250,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||
2025 CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,500,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | |||||
2027 CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,500,000,000 | ||||||
Proceeds from issuance of long-term debt | $ 1,400,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||
Debt Instrument Registration Period | 360 days | ||||||
2015 CCH Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 32,500,000 | $ 63,300,000 |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Line of Credit Facility [Line Items] | |||||
Outstanding balance | $ 6,122,876 | $ 5,081,715 | $ 2,713,000 | ||
Outstanding balance, current | 0 | 0 | 0 | ||
2015 CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | 8,403,714 | 8,403,714 | |||
Outstanding balance | 1,941,737 | 2,380,788 | $ 2,713,000 | ||
Commitments terminated | 3,832,263 | 2,420,212 | |||
Letters of credit issued | 0 | 0 | |||
Available commitment | $ 2,629,714 | $ 3,602,714 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | [1] | LIBOR or base rate | [2] | |
Debt Instrument, Maturity Date, Description | Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date | Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date | |||
2015 CCH Credit Facility [Member] | Completion Of First Two Trains [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Increase | 0.25% | 0.25% | |||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | [1] | 2.25% | [2] | |
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Completion Of First Two Trains [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
2015 CCH Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | [1] | 1.25% | [2] | |
2015 CCH Credit Facility [Member] | Base Rate [Member] | Completion Of First Two Trains [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
CCH Working Capital Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | $ 350,000 | $ 350,000 | |||
Outstanding balance, current | 0 | 0 | |||
Commitments terminated | 0 | 0 | |||
Letters of credit issued | 82,161 | 0 | |||
Available commitment | $ 267,839 | $ 350,000 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | LIBOR or base rate | |||
Debt Instrument, Maturity Date, Description | December 14, 2021, with various terms for underlying loans | December 14, 2021, with various terms for underlying loans | |||
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.50% | |||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% | |||
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | |||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |||
[1] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of Trains 1 and 2 of the Liquefaction Project. | ||||
[2] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the Liquefaction Project. |
Debt - 2015 CCH Credit Facility
Debt - 2015 CCH Credit Facility (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)Rate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |||
Line of Credit Facility [Line Items] | |||||||
Loss on early extinguishment of debt | $ 32,480 | $ 29,011 | $ 63,318 | $ 16,498 | $ 0 | ||
2015 CCH Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitments prepaid | 3,832,263 | 2,420,212 | |||||
Loss on early extinguishment of debt | $ 32,500 | $ 63,300 | |||||
Line of Credit Facility, Date of First Quarterly Payment, Number of Months Following Project Completion | 3 months | ||||||
Line Of Credit Facility Amortization Period | 19 years | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | [1] | LIBOR or base rate | [2] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 40.00% | ||||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | ||||||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | [1] | 2.25% | [2] | |||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Completion Of First Two Trains [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||
2015 CCH Credit Facility [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | [1] | 1.25% | [2] | |||
2015 CCH Credit Facility [Member] | Base Rate [Member] | Completion Of First Two Trains [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||
2015 CCH Credit Facility [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.55 | ||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | ||||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 | ||||||
[1] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of Trains 1 and 2 of the Liquefaction Project. | ||||||
[2] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the Liquefaction Project. |
Debt - CCH Working Capital Faci
Debt - CCH Working Capital Facility (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
CCH Working Capital Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 | $ 350,000,000 |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | LIBOR or base rate |
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 8,000,000 | |
CCH Working Capital Facility [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
CCH Working Capital Facility [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.50% |
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% |
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% |
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% |
Letter of Credit [Member] | Undrawn [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |
Letter of Credit [Member] | Base Rate [Member] | Drawn Portion [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
CCH Revolving Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
Line Of Credit Facility, Unused Capacity Commitment Fee, Percentage Of Margin On Undrawn Commitment | 40.00% | |
Line of Credit Facility Number of Business Days Notice Required for Repayment of Debt Without Penalty | 3 days | |
CCH LC Loan [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Term | 1 year | |
CCH Swing Line Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Minimum Period For Termination Date, Number of Business Days | 4 days | |
CCH Swing Line Loan [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Term | 15 days | |
CCH Working Capital Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Annual Temporary Requirement, Balance, Outstanding Principal | $ 0 | |
Line of Credit Facility, Annual Temporary Requirement, Period, Number of Consecutive Business Days | 5 days |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||||
Total interest cost | $ 168,356 | $ 92,755 | $ 221,865 | $ 110,156 | $ 0 |
Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction | (168,356) | (92,755) | (221,865) | (84,476) | 0 |
Total interest expense, net | $ 0 | $ 0 | $ 0 | $ 25,680 | $ 0 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, Carrying Value | $ 6,122,876 | $ 5,081,715 | $ 2,713,000 | |
Senior notes [Member] | Carrying Amount [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, Carrying Value | [1] | 4,250,000 | 2,750,000 | 0 |
Senior notes [Member] | Estimated Fair Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | [1] | 4,518,438 | 2,901,563 | 0 |
Credit facilities [Member] | Carrying Amount [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, Carrying Value | [2] | 1,941,737 | 2,380,788 | 2,713,000 |
Credit facilities [Member] | Estimated Fair Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Lines of Credit, Fair Value Disclosure | [2] | $ 1,941,737 | $ 2,380,788 | $ 2,713,000 |
[1] | Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. | |||
[2] | Includes 2015 CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)atbtu / yryd3tbtuitem$ / MMBTU | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)atbtu / yryd3MMBTUitem$ / MMBTU | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||||
Due to affiliates | $ 15,574,000 | $ 7,050,000 | $ 2,332,000 | ||
Other non-current liabilities—affiliate | 0 | 618,000 | 1,231,000 | ||
Operating and maintenance expense—affiliate | 149,000 | $ 20,000 | 95,000 | 0 | $ 0 |
Other current assets—affiliate | 159,000 | 141,000 | 167,000 | ||
Noncash capital contribution for conveyance of asset from affiliate | 143,000 | ||||
Cash contributions | $ 184,039,000 | 0 | $ 91,000 | 1,560,915,000 | 97,603,000 |
LNG Sale and Purchase Agreements [Member] | Cheniere Marketing UK | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number Of Fixed Price Contracts | item | 2 | 2 | |||
Sale and Purchase Agreement, Term of Agreement | 20 years | 20 years | |||
Cheniere Marketing Foundation SPA [Member] | Cheniere Marketing UK | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
LNG Volume, Purchase Price | $ / MMBTU | 3.50 | 3.50 | |||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | 115.00% | |||
Contract Volumes | tbtu / yr | 40 | 40 | |||
Cheniere Marketing Base SPA [Member] | Cheniere Marketing UK | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
LNG Volume, Purchase Price | $ / MMBTU | 3 | 3 | |||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | 115.00% | |||
Cheniere Marketing Base SPA [Member] | Cheniere Marketing UK | CCL [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Contract Volumes | 150 | 150 | |||
Service Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses—affiliate | $ 500,000 | 200,000 | $ 600,000 | $ 5,500,000 | $ 7,900,000 |
Gas and Power Supply Services Agreement [Member] | Shared Services [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Committed Monthly Fee | 125,000 | 125,000 | |||
Operation and Maintenance Agreement [Member] | O&M Services [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Committed Monthly Fee | 125,000 | 125,000 | |||
Management Services Agreement [Member] | Shared Services [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Committed Monthly Fee | $ 375,000 | $ 375,000 | |||
Monthly fee as a percentage of capital expenditures incurred in the previous month | 3.00% | 3.00% | |||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Acres of land | a | 60 | 35 | |||
Lease Term | 5 years | ||||
Period From Effective Date Of Lease, Annual Lease Payment Paid In Advance | 30 days | ||||
Annual lease payment | $ 400,000 | $ 210,000 | |||
Operating and maintenance expense—affiliate | 100,000 | $ 0 | 100,000 | ||
Other current assets—affiliate | $ 200,000 | 100,000 | |||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lease Term | 3 years | ||||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lease Term | 5 years | ||||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Noncash capital contribution for conveyance of asset from affiliate | 143,000 | ||||
Payments to Acquire Easement | 300,000 | ||||
Dredge Material Disposal Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 300,000 | ||||
Dredge Material Deposits, Price Per Deposit | $ 0.50 | $ 0.50 | |||
Dredge Material Deposits, Deposit Amounts | yd3 | 5,000,000 | 5,000,000 | |||
Tax Sharing Agreement [Member] | Cheniere [Member] | CCL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Income Taxes Paid, Net | $ 0 | $ 0 | |||
Tax Sharing Agreement [Member] | Cheniere [Member] | CCP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Income Taxes Paid, Net | 0 | 0 | |||
Equity Contributions Agreement [Member] | Cheniere [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cash contributions | 1,700,000,000 | 1,500,000,000 | |||
Equity Contributions Agreement [Member] | Cheniere [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cash contributions | $ 2,600,000,000 | $ 2,600,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
U.S. federal statutory tax rate | 35.00% | 35.00% |
Valuation allowance | (35.00%) | (35.00%) |
Effective tax rate as reported | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets | ||
Federal net operating loss carryforward | $ 53,618,000 | $ 28,548,000 |
Derivative instruments | 46,754,000 | 54,222,000 |
Long-term debt | 15,953,000 | 8,196,000 |
Property, plant and equipment | 13,680,000 | 8,385,000 |
Other | 393,000 | 1,130,000 |
Less: valuation allowance | (130,398,000) | (100,481,000) |
Total net deferred tax asset | 0 | 0 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 153,200,000 | |
Uncertain tax positions | 0 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase, Amount | $ 29,900,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Operating Leases, Rent Expense | $ 1,000 | $ 1,000 | $ 700 |
2017, Minimum Payment | 895 | ||
2018, Minimum Payment | 895 | ||
2019, Minimum Payment | 841 | ||
2020, Minimum Payment | 245 | ||
2021, Minimum Payment | 0 | ||
Thereafter, Minimum Payment | 0 | ||
Total, Minimum Payment | $ 2,876 |
Commitments and Contingencies60
Commitments and Contingencies (Details) tbtu / yr in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)tbtu / yritemtrains | |
Commitments and Contingencies [Line Items] | |
Loss Contingency, Pending Claims, Number | item | 0 |
SPA Commitment [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Volumes | tbtu / yr | 438.7 |
Bechtel EPC Contracts [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Number of Liquefaction LNG Trains | trains | 3 |
EPC Contract Stage 1 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Number of Liquefaction LNG Trains | trains | 2 |
Number Of LNG Storage Tanks | item | 2 |
Number of Marine Berths | item | 1 |
Long-term Purchase Commitment, Amount | $ 7,700 |
EPC Contract Stage 1 [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | $ 30 |
EPC Contract Stage 2 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Number of Liquefaction LNG Trains | trains | 1 |
Number Of LNG Storage Tanks | item | 1 |
Long-term Purchase Commitment, Amount | $ 2,400 |
EPC Contract Stage 2 [Member] | Prior to Issuance of Notice To Proceed [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | 5 |
EPC Contract Stage 2 [Member] | After Issuance Of Notice To Proceed [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | $ 30 |
Transportation And Storage Service Agreement [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 20 years |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Obligations Table (Details) - Natural Gas Transportation And Storage Service Agreements [Member] - CCL [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Purchase Commitment [Line Items] | |
2,017 | $ 0 |
2,018 | 0 |
2,019 | 10,313 |
2,020 | 13,725 |
2,021 | 13,688 |
Thereafter | 236,213 |
Total | $ 273,939 |
Supplemental Cash Flow Inform62
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |||||
Cash paid during the period for interest, net of amounts capitalized | $ 34,309 | $ 0 | $ 0 | $ 17,456 | $ 0 |
Noncash capital contribution for forgiveness of debt from affiliate | 0 | 0 | 8,024 | ||
Noncash capital contribution for conveyance of asset from affiliate | 143 | 0 | 0 | ||
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) | $ 109,400 | $ 173,600 | $ 145,600 | $ 81,100 | $ 0 |
Supplemental Guarantor Inform63
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | |||||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |
Restricted cash | 103,290 | 197,201 | 46,770 | 0 | |
Receivables | 0 | ||||
Advances to affiliate | 13,629 | 20,108 | 10,073 | ||
Other current assets | 1,353 | 37,195 | 225 | ||
Other current assets—affiliate | 159 | 141 | 167 | ||
Total current assets | 118,431 | 254,645 | 57,235 | ||
Non-current restricted cash | 0 | 73,339 | 0 | 0 | |
Property, plant and equipment, net | 7,491,961 | 6,076,672 | 3,924,551 | ||
Debt issuance and deferred financing costs, net | 109,581 | 155,847 | 247,441 | ||
Investments in subsidiaries | 0 | 0 | 0 | ||
Non-current advances under long-term contracts | 0 | 46,398 | 51,530 | ||
Other non-current assets, net | 37,285 | 29,547 | 23,285 | ||
Total assets | 7,757,258 | 6,636,448 | 4,304,042 | ||
Current liabilities | |||||
Accounts payable | 9,352 | 9,120 | 1,043 | ||
Accrued liabilities | 96,876 | 137,648 | 81,196 | ||
Due to affiliates | 15,574 | 7,050 | 2,332 | ||
Derivative liabilities | 31,672 | 43,383 | 28,559 | ||
Total current liabilities | 153,474 | 197,201 | 113,130 | ||
Long-term debt, net | 6,122,876 | 5,081,715 | 2,713,000 | ||
Non-current derivative liabilities | 53,575 | 43,105 | 76,440 | ||
Other non-current liabilities | 0 | 891 | |||
Other non-current liabilities—affiliate | 0 | 618 | 1,231 | ||
Member’s equity | 1,427,333 | 1,313,809 | 1,399,350 | $ 65,532 | $ (1,492) |
Total liabilities and member’s equity | 7,757,258 | 6,636,448 | 4,304,042 | ||
Scenario, Previously Reported [Member] | |||||
Current assets | |||||
Receivables | 400 | ||||
Other current assets | 36,795 | ||||
Parent Issuer [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Restricted cash | 103,290 | 197,201 | 46,770 | ||
Receivables | 0 | ||||
Advances to affiliate | 0 | 0 | 0 | ||
Other current assets | 446 | 152 | 0 | ||
Other current assets—affiliate | 0 | 0 | 0 | ||
Total current assets | 103,736 | 197,353 | 46,770 | ||
Non-current restricted cash | 73,339 | ||||
Property, plant and equipment, net | 466,884 | 306,342 | 84,477 | ||
Debt issuance and deferred financing costs, net | 109,581 | 155,847 | 247,441 | ||
Investments in subsidiaries | 7,080,480 | 5,927,833 | 3,952,215 | ||
Non-current advances under long-term contracts | 0 | 0 | |||
Other non-current assets, net | 0 | 50 | 0 | ||
Total assets | 7,760,681 | 6,660,764 | 4,330,903 | ||
Current liabilities | |||||
Accounts payable | 429 | 332 | 0 | ||
Accrued liabilities | 10,576 | 61,328 | 2,220 | ||
Due to affiliates | 114 | 0 | 0 | ||
Derivative liabilities | 31,672 | 43,383 | 28,559 | ||
Total current liabilities | 42,791 | 105,043 | 30,779 | ||
Long-term debt, net | 6,122,876 | 5,081,715 | 2,713,000 | ||
Non-current derivative liabilities | 53,192 | 43,105 | 76,440 | ||
Other non-current liabilities | 0 | ||||
Other non-current liabilities—affiliate | 0 | 0 | |||
Member’s equity | 1,541,822 | 1,430,901 | 1,510,684 | ||
Total liabilities and member’s equity | 7,760,681 | 6,660,764 | 4,330,903 | ||
Guarantors [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Restricted cash | 0 | 0 | 0 | ||
Advances to affiliate | 13,629 | 20,108 | 10,073 | ||
Other current assets | 907 | 37,043 | 225 | ||
Other current assets—affiliate | 160 | 142 | 168 | ||
Total current assets | 14,696 | 57,293 | 10,466 | ||
Non-current restricted cash | 0 | ||||
Property, plant and equipment, net | 7,025,077 | 5,770,330 | 3,840,074 | ||
Debt issuance and deferred financing costs, net | 0 | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | 0 | ||
Non-current advances under long-term contracts | 46,398 | 51,530 | |||
Other non-current assets, net | 37,285 | 29,497 | 23,285 | ||
Total assets | 7,077,058 | 5,903,518 | 3,925,355 | ||
Current liabilities | |||||
Accounts payable | 8,923 | 8,788 | 1,043 | ||
Accrued liabilities | 86,300 | 76,320 | 78,976 | ||
Due to affiliates | 15,460 | 7,050 | 2,332 | ||
Derivative liabilities | 0 | 0 | 0 | ||
Total current liabilities | 110,683 | 92,158 | 82,351 | ||
Long-term debt, net | 0 | 0 | 0 | ||
Non-current derivative liabilities | 383 | 0 | 0 | ||
Other non-current liabilities | 891 | ||||
Other non-current liabilities—affiliate | 618 | 1,231 | |||
Member’s equity | 6,965,992 | 5,810,742 | 3,840,882 | ||
Total liabilities and member’s equity | 7,077,058 | 5,903,518 | 3,925,355 | ||
Guarantors [Member] | Scenario, Previously Reported [Member] | |||||
Current assets | |||||
Receivables | 400 | ||||
Other current assets | 36,643 | ||||
Eliminations [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Restricted cash | 0 | 0 | 0 | ||
Receivables | 0 | ||||
Advances to affiliate | 0 | 0 | 0 | ||
Other current assets | 0 | 0 | 0 | ||
Other current assets—affiliate | (1) | (1) | (1) | ||
Total current assets | (1) | (1) | (1) | ||
Non-current restricted cash | 0 | ||||
Property, plant and equipment, net | 0 | 0 | 0 | ||
Debt issuance and deferred financing costs, net | 0 | 0 | 0 | ||
Investments in subsidiaries | (7,080,480) | (5,927,833) | (3,952,215) | ||
Non-current advances under long-term contracts | 0 | 0 | |||
Other non-current assets, net | 0 | 0 | 0 | ||
Total assets | (7,080,481) | (5,927,834) | (3,952,216) | ||
Current liabilities | |||||
Accounts payable | 0 | 0 | 0 | ||
Accrued liabilities | 0 | 0 | 0 | ||
Due to affiliates | 0 | 0 | 0 | ||
Derivative liabilities | 0 | 0 | 0 | ||
Total current liabilities | 0 | 0 | 0 | ||
Long-term debt, net | 0 | 0 | 0 | ||
Non-current derivative liabilities | 0 | 0 | 0 | ||
Other non-current liabilities | 0 | ||||
Other non-current liabilities—affiliate | 0 | 0 | |||
Member’s equity | (7,080,481) | (5,927,834) | (3,952,216) | ||
Total liabilities and member’s equity | $ (7,080,481) | $ (5,927,834) | $ (3,952,216) |
Supplemental Guarantor Inform64
Supplemental Guarantor Information - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Expenses | |||||||||||||
Operating and maintenance expense | 1,564 | 537 | 1,372 | 572 | 0 | ||||||||
Operating and maintenance expense—affiliate | 149 | 20 | 95 | 0 | 0 | ||||||||
Development expense (recovery) | 415 | (184) | (81) | 13,690 | 30,294 | ||||||||
Development expense (recovery)—affiliate | 8 | (120) | (10) | 5,525 | 7,929 | ||||||||
General and administrative expense | 2,963 | 1,777 | 4,240 | 3,189 | 12 | ||||||||
General and administrative expense—affiliate | 464 | 291 | 607 | 13 | 0 | ||||||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | 0 | ||||||||
Other | 5 | 0 | |||||||||||
Total expenses | 5,857 | 2,405 | 6,472 | 23,044 | 38,235 | ||||||||
Loss from operations | $ (2,258) | $ (1,809) | $ (1,672) | $ (733) | $ (2,059) | $ (1,049) | $ (8,596) | $ (11,340) | (5,857) | (2,405) | (6,472) | (23,044) | (38,235) |
Other income (expense) | |||||||||||||
Interest expense, net of capitalized interest | 0 | 0 | 0 | (25,680) | 0 | ||||||||
Interest expense—affiliate | 0 | 0 | (368) | ||||||||||
Loss on early extinguishment of debt | (32,480) | (29,011) | (63,318) | (16,498) | 0 | ||||||||
Derivative gain (loss), net | (32,096) | (236,053) | (15,571) | (161,917) | 0 | ||||||||
Other income (expense) | (82) | 0 | (126) | 42 | 0 | ||||||||
Other income—affiliate | 0 | ||||||||||||
Total other income (expense) | (64,658) | (265,064) | (79,015) | (204,053) | (368) | ||||||||
Net income (loss) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ 8,390 | $ (159,041) | $ 24,446 | $ (100,892) | (70,515) | (267,469) | (85,487) | (227,097) | (38,603) |
Parent Issuer [Member] | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||||
Operating and maintenance expense | 0 | 0 | 0 | 0 | |||||||||
Operating and maintenance expense—affiliate | 0 | 0 | 0 | ||||||||||
Development expense (recovery) | 0 | 0 | 0 | 0 | 0 | ||||||||
Development expense (recovery)—affiliate | 0 | 0 | 0 | 0 | 0 | ||||||||
General and administrative expense | 640 | 334 | 709 | 724 | 0 | ||||||||
General and administrative expense—affiliate | 0 | 0 | 0 | 0 | |||||||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | |||||||||
Other | 0 | ||||||||||||
Total expenses | 640 | 334 | 709 | 724 | 0 | ||||||||
Loss from operations | (640) | (334) | (709) | (724) | 0 | ||||||||
Other income (expense) | |||||||||||||
Interest expense, net of capitalized interest | (25,680) | ||||||||||||
Interest expense—affiliate | 0 | ||||||||||||
Loss on early extinguishment of debt | (32,480) | (29,011) | (63,318) | (16,498) | |||||||||
Derivative gain (loss), net | (32,096) | (236,053) | (15,571) | (161,917) | |||||||||
Other income (expense) | (85) | (3) | (131) | 36 | |||||||||
Other income—affiliate | 0 | ||||||||||||
Total other income (expense) | (64,661) | (265,067) | (79,020) | (204,059) | 0 | ||||||||
Net income (loss) | (65,301) | (265,401) | (79,729) | (204,783) | 0 | ||||||||
Guarantors [Member] | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||||
Operating and maintenance expense | 1,564 | 537 | 1,372 | 572 | |||||||||
Operating and maintenance expense—affiliate | 149 | 20 | 107 | ||||||||||
Development expense (recovery) | 415 | (184) | (81) | 13,690 | 30,294 | ||||||||
Development expense (recovery)—affiliate | 8 | (120) | (10) | 5,525 | 7,929 | ||||||||
General and administrative expense | 2,323 | 1,443 | 3,531 | 2,465 | 12 | ||||||||
General and administrative expense—affiliate | 464 | 291 | 607 | 13 | |||||||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | |||||||||
Other | 5 | ||||||||||||
Total expenses | 5,217 | 2,071 | 5,775 | 22,320 | 38,235 | ||||||||
Loss from operations | (5,217) | (2,071) | (5,775) | (22,320) | (38,235) | ||||||||
Other income (expense) | |||||||||||||
Interest expense, net of capitalized interest | 0 | ||||||||||||
Interest expense—affiliate | (368) | ||||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 | |||||||||
Derivative gain (loss), net | 0 | 0 | 0 | 0 | |||||||||
Other income (expense) | 7,818 | 3 | 5 | 6 | |||||||||
Other income—affiliate | 12 | ||||||||||||
Total other income (expense) | 7,818 | 3 | 17 | 6 | (368) | ||||||||
Net income (loss) | 2,601 | (2,068) | (5,758) | (22,314) | (38,603) | ||||||||
Eliminations [Member] | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||||
Operating and maintenance expense | 0 | 0 | 0 | 0 | |||||||||
Operating and maintenance expense—affiliate | 0 | 0 | (12) | ||||||||||
Development expense (recovery) | 0 | 0 | 0 | 0 | 0 | ||||||||
Development expense (recovery)—affiliate | 0 | 0 | 0 | 0 | 0 | ||||||||
General and administrative expense | 0 | 0 | 0 | 0 | 0 | ||||||||
General and administrative expense—affiliate | 0 | 0 | 0 | 0 | |||||||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | |||||||||
Other | 0 | ||||||||||||
Total expenses | 0 | 0 | (12) | 0 | 0 | ||||||||
Loss from operations | 0 | 0 | 12 | 0 | 0 | ||||||||
Other income (expense) | |||||||||||||
Interest expense, net of capitalized interest | 0 | ||||||||||||
Interest expense—affiliate | 0 | ||||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 | |||||||||
Derivative gain (loss), net | 0 | 0 | 0 | 0 | |||||||||
Other income (expense) | (7,815) | 0 | 0 | 0 | |||||||||
Other income—affiliate | (12) | ||||||||||||
Total other income (expense) | (7,815) | 0 | (12) | 0 | 0 | ||||||||
Net income (loss) | $ (7,815) | $ 0 | $ 0 | $ 0 | $ 0 |
Supplemental Guarantor Inform65
Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||||||||||||
Net income (loss) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ 8,390 | $ (159,041) | $ 24,446 | $ (100,892) | $ (70,515) | $ (267,469) | $ (85,487) | $ (227,097) | $ (38,603) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | 0 | ||||||||
Allowance for funds used during construction | 0 | ||||||||||||
Amortization of debt issuance costs, net of capitalization | 0 | 6,340 | 0 | ||||||||||
Loss on early extinguishment of debt | 32,480 | 29,011 | 63,318 | 16,498 | 0 | ||||||||
Total losses (gains) on derivatives, net | 32,479 | 236,053 | 15,571 | 161,917 | 0 | ||||||||
Net cash used for settlement of derivative instruments | (33,720) | (13,710) | (34,082) | (56,918) | 0 | ||||||||
Other | 5 | 0 | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 157 | 761 | 415 | 1,002 | 1,974 | ||||||||
Due to affiliates | 726 | (438) | (331) | 275 | 0 | ||||||||
Advances to affiliate | 0 | (10,073) | 0 | ||||||||||
Other, net | (1,047) | (1,350) | (745) | 301 | (2,704) | ||||||||
Other, net—affiliate | (636) | 149 | 13 | 498 | 0 | ||||||||
Net cash used in operating activities | (39,782) | (16,909) | (41,079) | (107,202) | (39,333) | ||||||||
Cash flows from investing activities | |||||||||||||
Property, plant and equipment, net | (1,382,418) | (1,031,602) | (2,051,530) | (3,820,947) | (47,373) | ||||||||
Investments in subsidiaries | 0 | 0 | 0 | 0 | 0 | ||||||||
Other | 32,391 | (15,306) | (44,367) | (18,468) | (5,088) | ||||||||
Net cash used in investing activities | (1,350,027) | (1,046,908) | (2,095,897) | (3,839,415) | (52,461) | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuances of debt | 2,497,000 | 2,318,000 | 4,838,000 | 2,713,000 | 0 | ||||||||
Proceeds from affiliate debt | 0 | 0 | 1,289 | ||||||||||
Repayments of debt | (1,436,050) | (1,050,660) | (2,420,212) | 0 | 0 | ||||||||
Debt issuance and deferred financing costs | (22,401) | (27,166) | (56,783) | (280,528) | (7,098) | ||||||||
Capital contributions | 184,039 | 0 | 91 | 1,560,915 | 97,603 | ||||||||
Distributions | 0 | ||||||||||||
Distribution to affiliate | (288) | 0 | 0 | ||||||||||
Other | (29) | (10) | (62) | 0 | 0 | ||||||||
Net cash provided by financing activities | 1,222,559 | 1,240,164 | 2,360,746 | 3,993,387 | 91,794 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (167,250) | 176,347 | 223,770 | 46,770 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 223,117 | 46,770 | 0 | 270,540 | 46,770 | 46,770 | 0 | 0 | |||||
Cash, cash equivalents and restricted cash—end of period | 270,540 | 223,117 | 46,770 | 103,290 | 223,117 | 270,540 | 46,770 | 0 | |||||
Parent Issuer [Member] | |||||||||||||
Cash flows from operating activities | |||||||||||||
Net income (loss) | (65,301) | (265,401) | (79,729) | (204,783) | 0 | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | |||||||||
Allowance for funds used during construction | 0 | ||||||||||||
Amortization of debt issuance costs, net of capitalization | 6,340 | ||||||||||||
Loss on early extinguishment of debt | 32,480 | 29,011 | 63,318 | 16,498 | |||||||||
Total losses (gains) on derivatives, net | 32,096 | 236,053 | 15,571 | 161,917 | |||||||||
Net cash used for settlement of derivative instruments | (33,720) | (13,710) | (34,082) | (56,918) | |||||||||
Other | 0 | ||||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 128 | 97 | 121 | 453 | 2,366 | ||||||||
Due to affiliates | 115 | 5 | 0 | (860) | |||||||||
Advances to affiliate | 0 | ||||||||||||
Other, net | (293) | (350) | (153) | 0 | (111) | ||||||||
Other, net—affiliate | 0 | 0 | 0 | 0 | |||||||||
Net cash used in operating activities | (34,495) | (14,295) | (34,954) | (77,353) | 2,255 | ||||||||
Cash flows from investing activities | |||||||||||||
Property, plant and equipment, net | (202,665) | (64,673) | (126,547) | (63,783) | 0 | ||||||||
Investments in subsidiaries | (1,152,649) | (984,849) | (1,975,474) | (3,804,848) | (90,418) | ||||||||
Other | 0 | 0 | 0 | (633) | (2,342) | ||||||||
Net cash used in investing activities | (1,355,314) | (1,049,522) | (2,102,021) | (3,869,264) | (92,760) | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuances of debt | 2,497,000 | 2,318,000 | 4,838,000 | 2,713,000 | |||||||||
Proceeds from affiliate debt | 0 | ||||||||||||
Repayments of debt | (1,436,050) | (1,050,660) | (2,420,212) | ||||||||||
Debt issuance and deferred financing costs | (22,401) | (27,166) | (56,783) | (280,528) | (7,098) | ||||||||
Capital contributions | 184,039 | 0 | 90 | 1,560,915 | 97,603 | ||||||||
Distributions | 0 | ||||||||||||
Distribution to affiliate | (288) | ||||||||||||
Other | (29) | (10) | (62) | ||||||||||
Net cash provided by financing activities | 1,222,559 | 1,240,164 | 2,360,745 | 3,993,387 | 90,505 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (167,250) | 176,347 | 223,770 | 46,770 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 223,117 | 46,770 | 0 | 270,540 | 46,770 | 46,770 | 0 | 0 | |||||
Cash, cash equivalents and restricted cash—end of period | 270,540 | 223,117 | 46,770 | 103,290 | 223,117 | 270,540 | 46,770 | 0 | |||||
Guarantors [Member] | |||||||||||||
Cash flows from operating activities | |||||||||||||
Net income (loss) | 2,601 | (2,068) | (5,758) | (22,314) | (38,603) | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Depreciation and amortization expense | 289 | 84 | 249 | 55 | |||||||||
Allowance for funds used during construction | (7,815) | ||||||||||||
Amortization of debt issuance costs, net of capitalization | 0 | ||||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 | |||||||||
Total losses (gains) on derivatives, net | 383 | 0 | 0 | 0 | |||||||||
Net cash used for settlement of derivative instruments | 0 | 0 | 0 | 0 | |||||||||
Other | 5 | ||||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 29 | 664 | 294 | 549 | (392) | ||||||||
Due to affiliates | 611 | (443) | (331) | 1,135 | |||||||||
Advances to affiliate | (10,073) | ||||||||||||
Other, net | (754) | (1,000) | (592) | 301 | (2,593) | ||||||||
Other, net—affiliate | (636) | 149 | 13 | 498 | |||||||||
Net cash used in operating activities | (5,287) | (2,614) | (6,125) | (29,849) | (41,588) | ||||||||
Cash flows from investing activities | |||||||||||||
Property, plant and equipment, net | (1,179,753) | (966,929) | (1,924,983) | (3,757,164) | (47,373) | ||||||||
Investments in subsidiaries | 0 | 0 | 0 | 0 | 0 | ||||||||
Other | 32,391 | (15,306) | (44,367) | (17,835) | (2,746) | ||||||||
Net cash used in investing activities | (1,147,362) | (982,235) | (1,969,350) | (3,774,999) | (50,119) | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuances of debt | 0 | 0 | 0 | 0 | |||||||||
Proceeds from affiliate debt | 1,289 | ||||||||||||
Repayments of debt | 0 | 0 | 0 | ||||||||||
Debt issuance and deferred financing costs | 0 | 0 | 0 | 0 | 0 | ||||||||
Capital contributions | 1,152,806 | 984,849 | 1,975,475 | 3,804,848 | 90,418 | ||||||||
Distributions | (157) | ||||||||||||
Distribution to affiliate | 0 | ||||||||||||
Other | 0 | 0 | 0 | ||||||||||
Net cash provided by financing activities | 1,152,649 | 984,849 | 1,975,475 | 3,804,848 | 91,707 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | 0 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cash, cash equivalents and restricted cash—end of period | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Eliminations [Member] | |||||||||||||
Cash flows from operating activities | |||||||||||||
Net income (loss) | (7,815) | 0 | 0 | 0 | 0 | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | |||||||||
Allowance for funds used during construction | 7,815 | ||||||||||||
Amortization of debt issuance costs, net of capitalization | 0 | ||||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 | |||||||||
Total losses (gains) on derivatives, net | 0 | 0 | 0 | 0 | |||||||||
Net cash used for settlement of derivative instruments | 0 | 0 | 0 | 0 | |||||||||
Other | 0 | ||||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts payable and accrued liabilities | 0 | 0 | 0 | 0 | 0 | ||||||||
Due to affiliates | 0 | 0 | 0 | 0 | |||||||||
Advances to affiliate | 0 | ||||||||||||
Other, net | 0 | 0 | 0 | 0 | 0 | ||||||||
Other, net—affiliate | 0 | 0 | 0 | 0 | |||||||||
Net cash used in operating activities | 0 | 0 | 0 | 0 | 0 | ||||||||
Cash flows from investing activities | |||||||||||||
Property, plant and equipment, net | 0 | 0 | 0 | 0 | 0 | ||||||||
Investments in subsidiaries | 1,152,649 | 984,849 | 1,975,474 | 3,804,848 | 90,418 | ||||||||
Other | 0 | 0 | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | 1,152,649 | 984,849 | 1,975,474 | 3,804,848 | 90,418 | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuances of debt | 0 | 0 | 0 | 0 | |||||||||
Proceeds from affiliate debt | 0 | ||||||||||||
Repayments of debt | 0 | 0 | 0 | ||||||||||
Debt issuance and deferred financing costs | 0 | 0 | 0 | 0 | 0 | ||||||||
Capital contributions | (1,152,806) | (984,849) | (1,975,474) | (3,804,848) | (90,418) | ||||||||
Distributions | 157 | ||||||||||||
Distribution to affiliate | 0 | ||||||||||||
Other | 0 | 0 | 0 | ||||||||||
Net cash provided by financing activities | (1,152,649) | (984,849) | (1,975,474) | (3,804,848) | (90,418) | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | 0 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cash, cash equivalents and restricted cash—end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Summarized Quarterly Financia66
Summarized Quarterly Financial Information (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Loss from operations | $ (2,258) | $ (1,809) | $ (1,672) | $ (733) | $ (2,059) | $ (1,049) | $ (8,596) | $ (11,340) | $ (5,857) | $ (2,405) | $ (6,472) | $ (23,044) | $ (38,235) |
Net income (loss) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ 8,390 | $ (159,041) | $ 24,446 | $ (100,892) | $ (70,515) | $ (267,469) | $ (85,487) | $ (227,097) | $ (38,603) |