Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CHENIERE ENERGY INC | |
Entity Central Index Key | 3,570 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 234,985,131 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 990,132 | $ 1,201,112 |
Restricted cash | 827,545 | 503,397 |
Accounts and other receivables | 154,167 | 5,749 |
Inventory | 63,853 | 18,125 |
Other current assets | 69,030 | 54,203 |
Total current assets | 2,104,727 | 1,782,586 |
Non-current restricted cash | 31,128 | 31,722 |
Property, plant and equipment, net | 19,891,666 | 16,193,907 |
Debt issuance costs, net | 294,059 | 378,677 |
Non-current derivative assets | 11,247 | 30,887 |
Goodwill | 76,819 | 76,819 |
Other non-current assets | 279,434 | 314,455 |
Total assets | 22,689,080 | 18,809,053 |
Current liabilities | ||
Accounts payable | 38,569 | 22,820 |
Accrued liabilities | 699,996 | 427,199 |
Current debt, net | 1,781,511 | 1,673,379 |
Deferred revenue | 26,709 | 26,669 |
Derivative liabilities | 61,829 | 35,201 |
Other current liabilities | 264 | 0 |
Total current liabilities | 2,608,878 | 2,185,268 |
Long-term debt, net | 19,033,513 | 14,920,427 |
Non-current deferred revenue | 6,500 | 9,500 |
Non-current derivative liabilities | 268,601 | 79,387 |
Other non-current liabilities | 65,849 | 53,068 |
Commitments and contingencies (see Note 16) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | 0 | 0 |
Common stock, $0.003 par value, Authorized: 480.0 million shares at September 30, 2016 and December 31, 2015; Issued and outstanding: 235.1 million shares and 235.6 million shares at September 30, 2016 and December 31, 2015, respectively | 705 | 708 |
Treasury stock: 12.1 million shares and 11.6 million shares at September 30, 2016 and December 31, 2015, respectively, at cost | (372,531) | (353,927) |
Additional paid-in-capital | 3,112,753 | 3,075,317 |
Accumulated deficit | (4,343,646) | (3,623,948) |
Total stockholders’ deficit | (1,602,719) | (901,850) |
Non-controlling interest | 2,308,458 | 2,463,253 |
Total equity | 705,739 | 1,561,403 |
Total liabilities and equity | $ 22,689,080 | $ 18,809,053 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.003 | $ 0.003 |
Common Stock, Shares Authorized | 480,000 | 480,000 |
Common Stock, Shares, Issued | 235,073 | 235,639 |
Common Stock, Shares, Outstanding | 235,073 | 235,639 |
Treasury Stock, Shares | 12,123 | 11,649 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||||
Revenues | |||||||
Regasification revenues | $ 66,970 | $ 66,597 | $ 198,143 | $ 199,888 | |||
LNG revenues (losses) | 398,554 | (1,557) | 511,993 | (1,601) | |||
Other revenues | 149 | 1,019 | 1,445 | 4,166 | |||
Total revenues | 465,673 | 66,059 | 711,581 | 202,453 | |||
Operating costs and expenses | |||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below) | 252,343 | (24,214) | 352,559 | (22,077) | |||
Operating and maintenance expense | 61,610 | 17,963 | 143,489 | 71,396 | |||
Development expense | 1,546 | 4,935 | 4,709 | 37,640 | |||
Selling, general and administrative expense | 59,418 | 97,332 | 196,999 | 263,205 | |||
Depreciation and amortization expense | 49,212 | 21,638 | 106,082 | 59,561 | |||
Restructuring expense | 26,241 | 0 | 49,196 | 0 | |||
Impairment expense | 0 | 396 | 10,095 | 572 | |||
Other | 27 | 83 | 189 | 348 | |||
Total operating costs and expenses | 450,397 | 118,133 | 863,318 | 410,645 | |||
Income (loss) from operations | 15,276 | [1] | (52,074) | (151,737) | [1] | (208,192) | |
Other income (expense) | |||||||
Interest expense, net of capitalized interest | (148,053) | (93,566) | (330,357) | (238,664) | |||
Loss on early extinguishment of debt | (25,765) | 0 | (82,537) | (96,273) | |||
Derivative gain (loss), net | 29,327 | (161,482) | (242,228) | (242,123) | |||
Other income (expense) | 437 | (39) | (5,564) | 616 | |||
Total other expense | (144,054) | (255,087) | (660,686) | (576,444) | |||
Loss before income taxes and non-controlling interest | [2] | (128,778) | (307,161) | (812,423) | (784,636) | ||
Income tax benefit (provision) | (1,638) | 69 | (1,911) | (102) | |||
Net loss | (130,416) | (307,092) | (814,334) | (784,738) | |||
Less: net loss attributable to non-controlling interest | (29,974) | (9,284) | (94,636) | (100,726) | |||
Net loss attributable to common stockholders | $ (100,442) | $ (297,808) | $ (719,698) | $ (684,012) | |||
Net loss per share attributable to common stockholders—basic and diluted | $ (0.44) | $ (1.31) | $ (3.15) | $ (3.02) | |||
Weighted average number of common shares outstanding—basic and diluted | 228,924 | 227,126 | 228,463 | 226,648 | |||
[1] | Includes restructuring expense of $23.1 million and $35.3 million for the three and nine months ended September 30, 2016, respectively, in the corporate and other column and $3.1 million and $13.9 million for the three and nine months ended September 30, 2016, respectively, in the LNG and natural gas marketing segment. | ||||||
[2] | Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2015 | 235,639 | 235,639 | ||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2015 | 11,649 | 11,649 | ||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2015 | $ 1,561,403 | $ 708 | $ (353,927) | $ 3,075,317 | $ (3,623,948) | $ 2,463,253 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, shares | 2 | 0 | ||||
Exercise of stock options | 50 | $ 0 | $ 0 | 0 | 0 | |
Issuances of restricted stock, shares | 273 | 0 | ||||
Issuances of restricted stock | 0 | $ 1 | $ 0 | (1) | 0 | 0 |
Forfeitures of restricted stock, shares | (377) | 10 | ||||
Forfeitures of restricted stock | 0 | $ (2) | $ 0 | 2 | 0 | 0 |
Share-based compensation | 36,526 | $ 0 | $ 0 | 36,526 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (464) | 464 | ||||
Shares repurchased related to share-based compensation | (18,604) | $ (2) | $ (18,604) | 2 | 0 | 0 |
Loss attributable to non-controlling interest | (94,636) | 0 | 0 | 0 | 0 | (94,636) |
Equity portion of convertible notes, net | 857 | 0 | 0 | 857 | 0 | 0 |
Distributions to non-controlling interest | (60,159) | 0 | 0 | 0 | 0 | (60,159) |
Net loss | $ (719,698) | $ 0 | $ 0 | 0 | (719,698) | 0 |
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2016 | 235,073 | 235,073 | ||||
Treasury Stock, Shares, End of Period at Sep. 30, 2016 | 12,123 | 12,123 | ||||
Stockholders' Equity, End of Period at Sep. 30, 2016 | $ 705,739 | $ 705 | $ (372,531) | $ 3,112,753 | $ (4,343,646) | $ 2,308,458 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (814,334) | $ (784,738) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash LNG inventory write-downs | 0 | 17,826 |
Depreciation and amortization expense | 106,082 | 59,561 |
Share-based compensation | 85,128 | 92,627 |
Amortization of debt issuance costs and discount | 38,826 | 28,552 |
Loss on early extinguishment of debt | 82,537 | 96,273 |
Total losses on derivatives, net | 269,399 | 208,769 |
Net cash used for settlement of derivative instruments | (34,567) | (94,170) |
Impairment expense | 10,095 | 572 |
Other | 9,803 | 834 |
Changes in restricted cash for certain operating activities | 119,831 | 92,589 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (128,042) | (2,226) |
Inventory | (28,051) | (25,966) |
Accounts payable and accrued liabilities | 39,599 | 16,671 |
Deferred revenue | (2,960) | (3,003) |
Other, net | 47,627 | 21,252 |
Net cash used in operating activities | (199,027) | (274,577) |
Cash flows from investing activities | ||
Property, plant and equipment, net | (3,449,161) | (5,747,596) |
Use of restricted cash for the acquisition of property, plant and equipment | 3,488,263 | 5,330,526 |
Other | (51,308) | (111,518) |
Net cash used in investing activities | (12,206) | (528,588) |
Cash flows from financing activities | ||
Proceeds from issuances of debt | 8,308,306 | 6,178,000 |
Repayments of debt | (4,180,660) | 0 |
Debt issuance and deferred financing costs | (116,715) | (519,699) |
Investment in restricted cash | (3,931,648) | (5,161,701) |
Distributions and dividends to non-controlling interest | (60,159) | (60,154) |
Proceeds from exercise of stock options | 50 | 2,279 |
Payments related to tax withholdings for share-based compensation | (18,604) | (44,305) |
Other | (317) | 1,424 |
Net cash provided by financing activities | 253 | 395,844 |
Net decrease in cash and cash equivalents | (210,980) | (407,321) |
Cash and cash equivalents—beginning of period | 1,201,112 | 1,747,583 |
Cash and cash equivalents—end of period | $ 990,132 | $ 1,340,262 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited Consolidated Financial Statements of Cheniere 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. 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, operating results or cash flows. Directly and through our subsidiary, Cheniere Partners, we are developing, constructing and operating liquefaction projects near Corpus Christi, Texas (the “CCL Project”) and at the Sabine Pass LNG terminal located in Cameron Parish, Louisiana (the “SPL Project”) , respectively. In 2016, we started production at the SPL Project . As a result, we introduced a new line item entitled “cost of sales” and modified the components of activity included in “operating and maintenance expense” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made to the prior periods. Cost of sales includes costs incurred directly for the production and delivery of LNG from the SPL Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the SPL Project , vessel chartering costs and other costs related to converting natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense. Also included in cost of sales are purchase and delivery costs of our LNG and natural gas marketing business incurred by Cheniere Marketing. Operating and maintenance expense now primarily includes costs associated with operating and maintaining the SPL Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “LNG terminal revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. Substantially all of our regasification revenues, which are generated by our LNG terminal segment, are received from our two long-term TUA customers. LNG revenues include fees that are received pursuant to our SPAs and related LNG marketing activities. During the three and nine months ended September 30, 2016 , we received 44% and 50% , respectively, of our net LNG revenues from one SPA customer, which were generated by our LNG terminal segment. Results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results that will be realized for the year ending December 31, 2016 . For further information, refer to the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2015 . |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Cash Equivalents [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 September 30, 2016 and December 31, 2015 , restricted cash consisted of the following (in thousands): September 30, December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ 115,490 $ 77,415 SPL Project 325,630 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 127,429 — CCL Project 192,812 46,770 Cash held by our subsidiaries restricted to Cheniere 12,930 147,138 Other 53,254 34,932 Total current restricted cash $ 827,545 $ 503,397 Non-current restricted cash SPLNG debt service $ 13,650 $ 13,650 Other 17,478 18,072 Total non-current restricted cash $ 31,128 $ 31,722 Under the indentures governing the senior notes issued by SPLNG (the “SPLNG Indentures”) , except for permitted tax distributions, SPLNG may not make distributions until certain conditions are satisfied, including: (1) there must be on deposit in an interest payment account an amount equal to one -sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (2) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2 :1 and other conditions specified in the SPLNG Indentures . During the nine months ended September 30, 2016 and 2015 , SPLNG made distributions of $230.4 million and $267.9 million , respectively, after satisfying all the applicable conditions in the SPLNG Indentures . In February 2016, Cheniere Partners entered into a $2.8 billion credit facility (the “2016 CQP Credit Facilities”) . Cheniere Partners, and Cheniere Investments and CTPL as Cheniere Partners’ guarantor subsidiaries, are subject to limitations on the use of cash under the terms of the 2016 CQP Credit Facilities and the related depositary agreement governing the extension of credit to Cheniere Partners. Specifically, Cheniere Partners, Cheniere Investments and CTPL may only withdraw funds from collateral accounts held at a designated depositary bank on a monthly basis and for specific purposes, including for the payment of operating expenses. In addition, distributions and capital expenditures may only be made quarterly and are subject to certain restrictions. |
Accounts and Other Receivables
Accounts and Other Receivables | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of September 30, 2016 and December 31, 2015 , accounts and other receivables consisted of the following (in thousands): September 30, December 31, 2016 2015 SPL trade receivable $ 38,432 $ — Cheniere Marketing trade receivable 100,555 — Interest receivable 234 95 Other accounts receivable 14,946 5,654 Total accounts and other receivables $ 154,167 $ 5,749 Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of SPL’s debt holders, SPL is 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 SPL Project and other restricted payments. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of September 30, 2016 and December 31, 2015 , inventory consisted of the following (in thousands): September 30, December 31, 2016 2015 Natural gas $ 4,181 $ 5,724 LNG 29,111 5,148 Materials and other 30,561 7,253 Total inventory $ 63,853 $ 18,125 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of LNG terminal costs and fixed assets and other, as follows (in thousands): September 30, December 31, 2016 2015 LNG terminal costs LNG terminal $ 7,976,737 $ 2,487,759 LNG terminal construction-in-process 12,176,899 13,875,204 LNG site and related costs, net 38,752 33,512 Accumulated depreciation (498,934 ) (413,545 ) Total LNG terminal costs, net 19,693,454 15,982,930 Fixed assets and other Computer and office equipment 13,241 12,153 Furniture and fixtures 17,393 17,101 Computer software 78,942 69,340 Leasehold improvements 46,351 40,136 Land 60,582 60,612 Other 36,369 49,376 Accumulated depreciation (54,666 ) (37,741 ) Total fixed assets and other, net 198,212 210,977 Property, plant and equipment, net $ 19,891,666 $ 16,193,907 During the three and nine months ended September 30, 2016 , we realized offsets to LNG terminal costs of $68.3 million and $214.3 million , respectively, that were related to the sale of commissioning cargoes because these amounts were earned prior to the start of commercial operations, during the testing phase for the construction of Trains 1 and 2 of the SPL Project . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 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 to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain of our credit facilities (“Interest Rate Derivatives”) ; • commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal (“Natural Gas Derivatives”) ; • commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “Liquefaction Supply Derivatives”) ; • financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (“LNG Trading Derivatives”) ; and • foreign currency exchange (“FX”) contracts to hedge exposure to currency risk associated with operations in countries outside of the United States (“FX 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 . The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , which are classified as other current assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2016 December 31, 2015 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total SPL Interest Rate Derivatives liability $ — $ (15,948 ) $ — $ (15,948 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives liability — (12,166 ) — (12,166 ) — — — — CCH Interest Rate Derivatives liability — (297,539 ) — (297,539 ) — (104,999 ) — (104,999 ) Liquefaction Supply Derivatives asset (liability) (105 ) (275 ) 12,480 12,100 — (25 ) 32,492 32,467 LNG Trading Derivatives asset (liability) 284 (632 ) — (348 ) — 1,053 — 1,053 Natural Gas Derivatives liability — — — — — (66 ) — (66 ) FX Derivatives liability — (1,193 ) — (1,193 ) — — — — 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 estimated fair values of our economic hedges related to the LNG Trading Derivatives and our Natural Gas Derivatives are the amounts at which the instruments could be exchanged currently between willing parties. We value these derivatives using observable commodity price curves and other relevant data. We estimate the fair values of our FX Derivatives with a market approach using observable FX rates and other relevant data. We acquired $0.8 million of certain LNG Trading Derivatives during the first quarter of 2016, which we transferred into Level 1 during the second quarter of 2016. We transferred these LNG Trading Derivatives to Level 1 due to the use of unadjusted quoted exchange prices to calculate the fair value of these LNG Trading derivative positions, which were previously Level 2 as the fair value was calculated using adjusted quoted exchange prices. There were no transfers in and out of Level 2 during the three months ended September 30, 2016 . The fair value of substantially all of our Physical 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 our Physical Liquefaction Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of our Physical 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 particular Physical 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 September 30, 2016 and December 31, 2015 , some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. Accordingly, our internal fair value models are based on market prices that equate to our own contractual pricing due to: (1) the inactive and unobservable market and (2) conditions precedent and their impact on the uncertainty in the timing of our actual receipt of the physical volumes associated with each forward. The fair value of our Physical 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 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. As all of our Physical Liquefaction Supply Derivatives are either purely index-priced or index-priced with a fixed basis, we do not believe that a significant change in market commodity prices would have a material impact on our Level 3 fair value measurements. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $12,480 Income Approach Basis Spread $(0.35) - $(0.03) The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Balance, beginning of period $ 22,434 $ 440 $ 32,492 $ 342 Realized and mark-to-market losses: Included in cost of sales (1) (10,567 ) 32,177 (20,482 ) 32,204 Purchases and settlements: Purchases 968 — 968 — Settlements (1) (308 ) (71 ) (741 ) — Transfers out of Level 3 (2) (47 ) — 243 — Balance, end of period $ 12,480 $ 32,546 $ 12,480 $ 32,546 Change in unrealized gains relating to instruments still held at end of period $ (10,567 ) $ — $ (19,763 ) $ — (1) Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the nine months ended September 30, 2016 . (2) Transferred to Level 2 as a result of observable market for the underlying natural gas supply contracts. 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. Interest Rate Derivatives SPL Interest Rate Derivatives SPL has entered into interest rate swaps (“SPL Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the credit facilities it entered into in June 2015 (the “2015 SPL Credit Facilities”) . The SPL Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2015 SPL Credit Facilities . In March 2015, SPL settled a portion of the SPL Interest Rate Derivatives and recognized a derivative loss of $34.7 million within our Consolidated Statements of Operations in conjunction with the termination of approximately $1.8 billion of commitments under the previous credit facilities. CQP Interest Rate Derivatives In March 2016, Cheniere Partners entered into interest rate swaps (“CQP Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2016 CQP Credit Facilities . The CQP Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2016 CQP Credit Facilities . CCH Interest Rate Derivatives CCH has entered into interest rate swaps (“CCH Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on its credit facility (the “2015 CCH Credit Facility”) . The CCH Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2015 CCH Credit Facility . The CCH Interest Rate Derivatives have a seven -year term and were contingent upon reaching a final investment decision with respect to the CCL Project , which was reached in May 2015. Upon meeting the contingency related to the CCH Interest Rate Derivatives in May 2015, we paid $50.1 million related to contingency and syndication premiums, which is included in derivative gain (loss), net on our Consolidated Statements of Operations. As of September 30, 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 SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR CCH Interest Rate Derivatives $28.8 million $5.5 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: September 30, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Derivative liabilities $ (6,376 ) $ (5,248 ) $ (45,481 ) $ (57,105 ) $ (5,940 ) $ — $ (28,559 ) $ (34,499 ) Non-current derivative liabilities (9,572 ) (6,918 ) (252,058 ) (268,548 ) (2,800 ) — (76,440 ) (79,240 ) Total derivative liabilities $ (15,948 ) $ (12,166 ) $ (297,539 ) $ (325,653 ) $ (8,740 ) $ — $ (104,999 ) $ (113,739 ) The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 SPL Interest Rate Derivatives gain (loss) $ 2,557 $ (10,872 ) $ (13,473 ) $ (46,541 ) CQP Interest Rate Derivatives gain (loss) 6,626 — (12,944 ) — CCH Interest Rate Derivatives gain (loss) 20,113 (150,610 ) (215,940 ) (195,582 ) Commodity Derivatives Liquefaction Supply Derivatives SPL has entered into index-based physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the SPL Project . The terms of the physical natural gas supply contracts primarily range from approximately one to seven years and commence upon the satisfaction of certain conditions precedent, including but not limited to the date of first commercial operation of specified Trains of the SPL Project . We recognize our Physical Liquefaction Supply Derivatives as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Physical Liquefaction Supply Derivatives are reported in earnings. As of September 30, 2016 , SPL has secured up to approximately 1,982.0 million MMBtu of natural gas feedstock through natural gas supply contracts. The notional natural gas position of our Physical Liquefaction Supply Derivatives was approximately 1,069.0 million MMBtu as of September 30, 2016 . Our Financial Liquefaction Supply Derivatives are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for our Financial Liquefaction Supply Derivatives activities. LNG Trading Derivatives As of September 30, 2016 , we have entered into certain LNG Trading Derivatives representing a short position of 12.6 million MMBtu, and we may from time to time enter into certain financial derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with such LNG transactions. Natural Gas Derivatives Our Natural Gas Derivatives were executed through over-the-counter contracts which were subject to nominal credit risk as these transactions settled on a daily margin basis with investment grade financial institutions. We were required by these financial institutions to use margin deposits as credit support for our Natural Gas Derivatives activities. As of September 30, 2016 , we did no t have any open Natural Gas Derivatives positions or margin deposits at financial institutions. We recognize all commodity derivative instruments, including our Liquefaction Supply Derivatives , LNG Trading Derivatives and Natural Gas Derivatives (collectively, “Commodity Derivatives”) , as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Commodity Derivatives are reported in earnings. The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: September 30, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Natural Gas Derivatives Total Liquefaction Supply Derivatives LNG Trading Derivatives (2) Natural Gas Derivatives (3) Total Balance Sheet Location Other current assets $ 1,947 $ 2,142 $ — $ 4,089 $ 2,737 $ 640 $ — $ 3,377 Non-current derivative assets 11,247 — — 11,247 30,304 583 — 30,887 Total derivative assets 13,194 2,142 — 15,336 33,041 1,223 — 34,264 Derivative liabilities (1,083 ) (2,490 ) — (3,573 ) (490 ) (107 ) (66 ) (663 ) Non-current derivative liabilities (11 ) — — (11 ) (84 ) (63 ) — (147 ) Total derivative liabilities (1,094 ) (2,490 ) — (3,584 ) (574 ) (170 ) (66 ) (810 ) Derivative asset (liabilities), net $ 12,100 $ (348 ) $ — $ 11,752 $ 32,467 $ 1,053 $ (66 ) $ 33,454 (1) Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of September 30, 2016 . (2) Does not include collateral of $13.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 , respectively. (3) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . The following table (in thousands) shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2016 2015 2016 2015 Liquefaction Supply Derivatives gain LNG revenues (losses) $ 374 $ — $ 368 $ — Liquefaction Supply Derivatives gain (loss) (1) Cost (cost recovery) of sales (10,416 ) 32,103 (22,680 ) 32,184 LNG Trading Derivatives gain (loss) LNG revenues (losses) 8,617 113 (3,597 ) 113 Natural Gas Derivatives loss LNG revenues (losses) — (152 ) (5 ) (260 ) Natural Gas Derivatives gain Operating and maintenance expense — 857 174 1,317 (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. The use of Commodity Derivatives exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our Commodity Derivatives are in an asset position. FX Derivatives Cheniere Marketing has entered into FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions and general and administrative expenses related to operations in countries outside of the United States. The total notional amount of our FX Derivatives was $14.6 million as of September 30, 2016 . The following table (in thousands) shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets: Fair Value Measurements as of Balance Sheet Location September 30, 2016 December 31, 2015 FX Derivatives Derivative liabilities $ (1,151 ) $ — FX Derivatives Non-current derivative liabilities (42 ) — The following table (in thousands) shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2016 2015 2016 2015 FX Derivatives loss LNG revenues (losses) $ (1,385 ) $ — $ (1,345 ) $ — FX Derivatives gain Derivative gain (loss), net 31 — 129 — FX Derivatives gain (loss) Other income (expense) 2 — (86 ) — 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 September 30, 2016 SPL Interest Rate Derivatives $ (15,948 ) $ — $ (15,948 ) CQP Interest Rate Derivatives (12,166 ) — (12,166 ) CCH Interest Rate Derivatives (297,539 ) — (297,539 ) Liquefaction Supply Derivatives 13,740 (546 ) 13,194 Liquefaction Supply Derivatives (2,803 ) 1,709 (1,094 ) LNG Trading Derivatives 6,829 (4,687 ) 2,142 LNG Trading Derivatives (5,712 ) 3,222 (2,490 ) FX Derivatives (2,036 ) 843 (1,193 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) LNG Trading Derivatives 1,922 (699 ) 1,223 LNG Trading Derivatives (2,826 ) 2,656 (170 ) Natural Gas Derivatives 188 (254 ) (66 ) |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of September 30, 2016 and December 31, 2015 , other non-current assets consisted of the following (in thousands): September 30, December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 13,678 $ 83,579 Advances made to municipalities for water system enhancements 98,958 89,953 Collateral payments for the CCL Project 36,341 4,994 Tax-related payments and receivables 31,218 31,712 Equity method investments 11,058 20,295 Other 88,181 83,922 Total other non-current assets $ 279,434 $ 314,455 |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2016 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY Cheniere Holdings On January 1, 2016, we adopted ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . This guidance changed (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. Cheniere Holdings is a limited liability company formed by us in 2013 to hold our Cheniere Partners limited partner interests. As of September 30, 2016 , we owned 80.1% of Cheniere Holdings as well as the director voting share. The director voting share is the sole share entitled to vote in the election of Cheniere Holdings’ board of directors and allows us to remove members of the board of directors at any time and for any reason. If we cease to own greater than 25% of the common shares of Cheniere Holdings or if we choose to relinquish the director voting share, the director voting share will be extinguished. The board of directors makes all major operating and financial decisions on behalf of Cheniere Holdings. Because ownership of the director voting share allows us to control Cheniere Holdings, irrespective of our majority ownership interest, and the director voting share cannot be removed from our control by the other equity holders of Cheniere Holdings, we have determined that Cheniere Holdings is now a variable interest entity. However, this determination has not changed the consolidation of Cheniere Holdings as we have determined that we are its primary beneficiary. Therefore, the determination that Cheniere Holdings is now a variable interest entity had no impact on our Consolidated Financial Statements. |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST As of both September 30, 2016 and December 31, 2015 , we owned 80.1% of Cheniere Holdings as well as the director voting share, with the remaining non-controlling interest held by the public. Cheniere Holdings owns a 55.9% limited partner interest in Cheniere Partners in the form of 12.0 million common units, 45.3 million Class B units and 135.4 million subordinated units, with the remaining non-controlling interest held by Blackstone CQP Holdco LP and the public. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of September 30, 2016 and December 31, 2015 , accrued liabilities consisted of the following (in thousands): September 30, December 31, 2016 2015 Interest costs and related debt fees $ 228,434 $ 159,968 Compensation and benefits 104,318 99,511 SPL Project and CCL Project costs 343,782 145,759 LNG terminal costs 4,430 3,918 Other accrued liabilities 19,032 18,043 Total accrued liabilities $ 699,996 $ 427,199 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of September 30, 2016 and December 31, 2015 , our debt consisted of the following (in thousands): September 30, December 31, 2016 2015 Long-term debt: SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) (1) $ 420,000 $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7,573 and $8,718 2,007,573 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5,844 and $6,392 1,505,844 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500,000 — 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500,000 — 2015 SPL Credit Facilities — 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 450,000 — CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250,000 — 2015 CCH Credit Facility 3,283,340 2,713,000 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,139,667 1,050,588 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $151,996 and $174,095 927,729 879,938 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $317,441 and $319,062 307,559 305,938 Unamortized debt issuance costs (2) (258,199 ) (207,718 ) Total long-term debt, net 19,033,513 14,920,427 Current debt: 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of $782 and $4,303 (3) 1,664,718 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 98,500 15,000 Cheniere Marketing trade finance facilities 18,807 — Unamortized debt issuance costs (2) (514 ) (2,818 ) Total current debt, net 1,781,511 1,673,379 Total debt, net $ 20,815,024 $ 16,593,806 (1) Must be redeemed or repaid concurrently with the 2016 SPLNG Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 SPLNG Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities . See Note 20—Subsequent Events for additional details about the redemption of the 2020 SPLNG Senior Notes . (2) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . (3) Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities . See Note 20—Subsequent Events for additional details about the intended repayment of the 2016 SPLNG Senior Notes . 2016 Debt Issuances and Redemptions SPL Senior Notes In June and September 2016, SPL issued the 2026 SPL Senior Notes and the 2027 SPL Senior Notes , respectively, for aggregate principal amounts of $1.5 billion each. Net proceeds of the offerings of the 2026 SPL Senior Notes and 2027 SPL Senior Notes were approximately $1.3 billion and $1.4 billion , respectively, after deducting commissions, fees and expenses and incremental interest required under the respective senior notes during construction. The net proceeds were used to prepay a portion (for the 2026 SPL Senior Notes ) or all (for the 2027 SPL Senior Notes ) of the outstanding borrowings and terminate commitments under the 2015 SPL Credit Facilities , resulting in a write-off of debt issuance costs associated with the 2015 SPL Credit Facilities of $25.8 million and $51.8 million during the three and nine months ended September 30, 2016 , respectively. The remaining proceeds from the 2027 SPL Senior Notes are being used to pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the SPL Project in lieu of the terminated portion of the commitments under the 2015 SPL Credit Facilities . The 2026 SPL Senior Notes and 2027 SPL Senior Notes accrue interest at fixed rates of 5.875% and 5.00% , respectively, and interest is payable semi-annually in arrears. The terms of the 2026 SPL Senior Notes and 2027 SPL Senior Notes are governed by the same common indenture as the other senior notes of SPL, which contains customary terms and events of default, covenants and redemption terms. In connection with the issuance of the 2026 SPL Senior Notes and the 2027 SPL Senior Notes , SPL entered into registration rights agreements (the “SPL Registration Rights Agreements”) . Under the terms of the SPL Registration Rights Agreements , SPL has agreed, and any future guarantors will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective registration statements relating to offers to exchange any and all of the 2026 SPL Senior Notes and 2027 SPL Senior Notes for like aggregate principal amounts of debt securities of SPL with terms identical in all material respects to the respective 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 June 14, 2016 and September 23, 2016, respectively. Under specified circumstances, SPL has also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective shelf registration statements relating to resales of the 2026 SPL Senior Notes and the 2027 SPL Senior Notes . SPL will be obligated to pay additional interest on these senior notes if it fails to comply with its obligation to register them within the specified time period. 2024 CCH Senior Notes In May 2016, CCH issued an aggregate principal amount of $1.25 billion of the 2024 CCH Senior Notes , which are jointly and severally guaranteed by its subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (“CCP GP”, and collectively with CCL and CCP, the “Guarantors”). Net proceeds of the offering of approximately $1.1 billion , after deducting commissions, fees and expenses and incremental interest required under the 2024 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 $29.0 million during the nine months ended September 30, 2016 . Borrowings under the 2024 CCH Senior Notes accrue interest at a fixed rate of 7.000% , and interest on the 2024 CCH Senior Notes is payable semi-annually in arrears. The indenture governing the 2024 CCH Senior Notes (the “CCH Indenture”) contains customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s 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 CCH’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to CCH or any of CCH’s 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 CCH and its 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. At any time prior to January 1, 2024, CCH may redeem all or a part of the 2024 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. CCH also may at any time on or after January 1, 2024 through the maturity date of June 30, 2024, redeem the 2024 CCH Senior Notes , in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 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 , CCH and the Guarantors entered into a Registration Rights Agreement dated May 18, 2016 (the “CCH Registration Rights Agreement”) . Under the terms of the CCH Registration Rights Agreement , CCH and the Guarantors have agreed, and any future guarantors of the 2024 CCH Senior Notes will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement within 360 days after May 18, 2016 with respect to an offer to exchange any and all of the 2024 CCH Senior Notes for a like aggregate principal amount of debt securities of CCH with terms identical in all material respects to the respective 2024 CCH Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act . Under specified circumstances, CCH and the Guarantors have also agreed, and any future guarantors of the 2024 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 2024 CCH Senior Notes . CCH will be obligated to pay additional interest if it fails to comply with its obligation to register the 2024 CCH Senior Notes within the specified time period. 2016 CQP Credit Facilities In February 2016, Cheniere Partners entered into the $2.8 billion 2016 CQP Credit Facilities , which consist of: (1) a $450.0 million CTPL tranche term loan that was used to prepay the $400.0 million CTPL Term Loan in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that will be used to redeem or repay the approximately $2.1 billion of the 2016 SPLNG Senior Notes and the 2020 SPLNG Senior Notes (which must be redeemed or repaid concurrently under the terms of the 2016 CQP Credit Facilities ), (3) a $125.0 million debt service reserve credit facility (the “DSR Facility”) that may be used to satisfy a six -month debt service reserve requirement and (4) a $115.0 million revolving credit facility that may be used for general business purposes. The 2016 CQP Credit Facilities accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and adjusted one month LIBOR plus 1.0% ), plus the applicable margin. The applicable margin for LIBOR loans is 2.25% per annum, and the applicable margin for base rate loans is 1.25% per annum, in each case with a 0.50% step-up beginning on February 25, 2019. Interest on LIBOR loans is due and payable at the end of each applicable LIBOR period (and at the end of every three month period within the LIBOR period, if any), and interest on base rate loans is due and payable at the end of each calendar quarter. Cheniere Partners incurred $48.7 million of debt issuance costs as of September 30, 2016 , and will incur an additional $21.5 million of debt issuance costs when the SPLNG tranche is funded. The prepayment of the CTPL Term Loan resulted in a write-off of unamortized discount and debt issuance costs of $1.5 million during the nine months ended September 30, 2016 . Cheniere Partners pays a commitment fee equal to an annual rate of 40% of the margin for LIBOR loans multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears. The DSR Facility and the revolving credit facility are both available for the issuance of letters of credit, which incur a fee equal to an annual rate of 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019. The 2016 CQP Credit Facilities mature on February 25, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest hedging and interest rate breakage costs. The 2016 CQP Credit Facilities contain conditions precedent for extensions of credit, as well as customary affirmative and negative covenants and limit Cheniere Partners’ ability to make restricted payments, including distributions, to once per fiscal quarter as long as certain conditions are satisfied. Under the terms of the 2016 CQP Credit Facilities , Cheniere Partners is required to hedge not less than 50% of the variable interest rate exposure on its projected aggregate outstanding balance, maintain a minimum debt service coverage ratio of at least 1.15 x at the end of each fiscal quarter beginning March 31, 2019 and have a projected debt service coverage ratio of 1.55 x in order to incur additional indebtedness to refinance a portion of the existing obligations. The 2016 CQP Credit Facilities are unconditionally guaranteed by each subsidiary of Cheniere Partners other than: (1) SPL, (2) SPLNG until funding of its tranche term loan and (3) certain of the subsidiaries of Cheniere Partners owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities. Credit Facilities Below is a summary of our credit facilities outstanding as of September 30, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility Original facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 $ 8,403,714 Outstanding balance — 98,500 450,000 3,283,340 Commitments prepaid or terminated 2,643,867 — — 1,050,660 Letters of credit issued — 337,044 7,500 — Available commitment $ 1,956,133 $ 764,456 $ 2,342,500 $ 4,069,714 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 2.25% or base rate plus 1.25% (2) Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. (2) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project . Convertible Notes Below is a summary of our convertible notes outstanding as of September 30, 2016 (in thousands): 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000,000 $ 1,000,000 $ 625,000 Debt component, net of discount $ 927,729 $ 1,139,667 $ 307,559 Equity component $ 203,892 $ — $ 194,082 Interest payment method Paid-in-kind Paid-in-kind (1) Cash Conversion by us (2) — (3) (4) Conversion by holders (2) (5) (6) (7) Conversion basis Cash and/or stock Stock Cash and/or stock Conversion value in excess of principal $ — $ — $ — Maturity date May 28, 2021 March 1, 2025 March 15, 2045 Contractual interest rate 4.875 % 11.0 % 4.25 % Effective interest rate 8.3 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (8) 4.7 years 4.0 years 28.5 years (1) Prior to the substantial completion of Train 2 of the CCL Project , interest will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances. (2) Conversion is subject to various limitations and conditions. (3) Convertible on or after the later of March 1, 2020 and the substantial completion of Train 2 of the CCL Project , provided that our market capitalization is not less than $10.0 billion (“Eligible Conversion Date”). The conversion price is the lower of (1) a 10% discount to the average of the daily volume-weighted average price (“VWAP”) of our common stock for the 90 trading day period prior to the date notice is provided, and (2) a 10% discount to the closing price of our common stock on the trading day preceding the date notice is provided. (4) Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the 2045 Cheniere Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to such redemption date. (5) Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date. (6) Convertible on or after the six -month anniversary of the Eligible Conversion Date, provided that our total market capitalization is not less than $10.0 billion , at a price equal to the average of the daily VWAP of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided. (7) Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes , which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events). (8) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock. Interest Expense Total interest expense, including interest expense related to our convertible notes, consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Interest cost on convertible notes: Interest per contractual rate $ 51,000 $ 46,782 $ 149,893 $ 97,991 Amortization of debt discount 6,593 7,233 24,578 20,948 Amortization of debt issuance costs 1,362 1,133 3,766 1,748 Total interest cost related to convertible notes 58,955 55,148 178,237 120,687 Interest cost on debt excluding convertible notes 281,814 230,807 773,032 587,137 Total interest cost 340,769 285,955 951,269 707,824 Capitalized interest (192,716 ) (192,389 ) (620,912 ) (469,160 ) Total interest expense, net $ 148,053 $ 93,566 $ 330,357 $ 238,664 Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our debt: September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated Senior Notes, net of premium or discount (1) $ 14,848,135 $ 15,747,108 $ 10,596,307 $ 9,525,809 CTPL Term Loan, net of discount (2) — — 398,571 400,000 Credit facilities (2) (3) 3,850,647 3,850,647 3,573,000 3,573,000 2021 Cheniere Convertible Unsecured Notes, net of discount (4) 927,729 981,520 879,938 825,413 2025 CCH HoldCo II Convertible Senior Notes (4) 1,139,667 1,296,440 1,050,588 914,363 2045 Cheniere Convertible Senior Notes, net of discount (5) 307,559 414,063 305,938 331,919 (1) Includes 2016 SPLNG Senior Notes , net of discount; 2020 SPLNG Senior Notes ; 2021 SPL Senior Notes , net of premium; 2022 SPL Senior Notes ; 2023 SPL Senior Notes , net of premium; 2024 SPL Senior Notes ; 2025 SPL Senior Notes ; 2026 SPL Senior Notes ; 2027 SPL Senior Notes ; and 2024 CCH Senior Notes (collectively, the “Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments. (2) 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. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility , 2016 CQP Credit Facilities , 2015 CCH Credit Facility and Cheniere Marketing trade finance facilities . (4) The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. (5) The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Restructuring Expense
Restructuring Expense | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | RESTRUCTURING EXPENSE During the fourth quarter of 2015, we initiated certain organizational changes to simplify our corporate structure, improve our operational efficiencies and implement a strategy for sustainable, long-term stockholder value creation through financially disciplined development, construction, operation and investment. As a result of these efforts, we recorded $26.2 million and $49.2 million of restructuring charges and other costs associated with restructuring and operational efficiency initiatives during the three and nine months ended September 30, 2016 , respectively, for which the majority of these charges required, or will require, cash expenditure. Included in these amounts are $20.9 million and $42.9 million for share-based compensation during the three and nine months ended September 30, 2016 , respectively. All charges were recorded within the line item entitled “restructuring expense” on our Consolidated Statements of Operations and substantially all related to severance and other employee-related costs. As of September 30, 2016 and December 31, 2015 , we had $14.6 million and $33.0 million , respectively, of accrued restructuring charges and other costs that were recorded as part of accrued liabilities on our Consolidated Balance Sheets. Operational efficiency initiatives remain ongoing and are expected to be substantially complete by the end of 2016. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We are not presently a taxpayer for federal or state income tax purposes and have not recorded a provision for federal or state income taxes in any of the periods included in the accompanying Consolidated Financial Statements. We have recorded a net benefit (provision) of $(1.6) million and $0.1 million for the three months ended September 30, 2016 and 2015 , respectively, and $(1.9) million and $(0.1) million for the nine months ended September 30, 2016 and 2015 , respectively, for foreign income taxes. We 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 our net operating losses (“NOLs”) was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs in full over the carryover period. We will continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing NOL carryforwards. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have granted stock, restricted stock, phantom units and options to purchase common stock to employees, outside directors and a consultant under the Amended and Restated 2003 Stock Incentive Plan, as amended (the “2003 Plan”) , 2011 Incentive Plan, as amended (the “2011 Plan”) , the 2015 Long-Term Cash Incentive Plan (the “2015 Plan”) and the 2015 Employee Inducement Incentive Plan (the “Inducement Plan”) . The 2003 Plan and 2011 Plan provide for the issuance of 21.0 million shares and 35.0 million shares, respectively, of our common stock that may be in the form of non-qualified stock options, incentive stock options, purchased stock, restricted (non-vested) stock, bonus (unrestricted) stock, stock appreciation rights, phantom units and other share-based performance awards deemed by the Compensation Committee of our Board of Directors (the “Compensation Committee”) to be consistent with the purposes of the 2003 Plan and 2011 Plan . As of September 30, 2016 , all of the shares under the 2003 Plan have been granted and 26.6 million shares, net of cancellations, have been granted under the 2011 Plan . The 2015 Plan generally provides for cash-settled awards in the form of stock appreciation rights, phantom unit awards, performance unit awards, other-stock based awards and cash awards. As of September 30, 2016 , 6.3 million phantom units have been granted under the 2015 Plan . See Note 20—Subsequent Events regarding the termination of 2014-2018 Long-Term Cash Incentive Program (“2014-2018 LTIP”) under the 2015 Plan . The Inducement Plan provides for the issuance of up to 1.0 million shares of our common stock in the form of non-qualified stock options, restricted stock awards, stock appreciation rights, performance awards, phantom stock awards and other stock-based awards deemed by the Compensation Committee to provide us with an opportunity to attract employees. As of September 30, 2016 , 0.2 million shares of restricted stock have been granted under the Inducement Plan . Total share-based compensation expense consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total share-based compensation $ 39,557 $ 27,451 $ 97,617 $ 114,107 Capitalized share-based compensation (6,153 ) (1,202 ) (12,489 ) (21,480 ) Total share-based compensation expense $ 33,404 $ 26,249 $ 85,128 $ 92,627 The total unrecognized compensation cost at September 30, 2016 relating to non-vested share-based compensation arrangements was $138.0 million , which is expected to be recognized over a weighted average period of 1.4 years . During the three and nine months ended September 30, 2016 , we recognized $4.3 million and $5.6 million , respectively, of share-based compensation expense related to the modification of share-based compensation awards resulting from employee terminations. We received $0.1 million in each of the three and nine months ended September 30, 2016 and $0.4 million and $2.3 million in the three and nine months ended September 30, 2015 , respectively, of proceeds from the exercise of stock options. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic net loss per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average common shares outstanding: Basic 228,924 227,126 228,463 226,648 Dilutive common stock options and unvested stock (1) — — — — Diluted 228,924 227,126 228,463 226,648 Basic and diluted net loss per share attributable to common stockholders $ (0.44 ) $ (1.31 ) $ (3.15 ) $ (3.02 ) (1) Stock options and unvested stock of 5.8 million shares and 5.7 million shares for the three and nine months ended September 30, 2016 , respectively, and 8.6 million shares for each of the three and nine months ended September 30, 2015 , representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. Included in these numbers of shares are 5.1 million shares for each of the three and nine months ended September 30, 2016 and 5.4 million shares for each of the three and nine months ended September 30, 2015 of unvested stock that have performance conditions not yet satisfied as of September 30, 2016 and 2015, respectively. In addition, 16.2 million shares in aggregate for the three and nine months ended September 30, 2016 and 15.6 million shares in aggregate for the three and nine months ended September 30, 2015 , issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes , were not included in the computation of diluted net loss per share because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of September 30, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Cheniere has various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of September 30, 2016 , are not recognized as liabilities. Parallax Litigation In 2015, our wholly owned subsidiary, Cheniere LNG Terminals, LLC (“CLNGT”), entered into discussions with Parallax Enterprises, LLC (“Parallax Enterprises”) regarding the potential joint development of two liquefaction plants in Louisiana (the “Potential Liquefaction Transactions”). While the parties negotiated regarding the Potential Liquefaction Transactions, CLNGT loaned Parallax Enterprises approximately $46 million , as reflected in a secured note dated April 23, 2015, as amended on June 30, 2015, September 30, 2015 and November 4, 2015 (the “Secured Note”). The Secured Note was secured by all assets of Parallax Enterprises and its subsidiary entities. On June 30, 2015, Parallax Enterprises’ parent entity, Parallax Energy LLC (“Parallax Energy”), executed a Pledge and Guarantee Agreement further securing repayment of the Secured Note by providing a parent guaranty and a pledge of all of the equity of Parallax Enterprises in satisfaction of the Secured Note (the “Pledge Agreement”). CLNGT and Parallax Enterprises never executed a definitive agreement to pursue the Potential Liquefaction Transactions. The Secured Note matured on December 11, 2015, and Parallax Enterprises failed to make payment. On February 3, 2016, CLNGT filed an action against Parallax Energy, Parallax Enterprises, and certain of Parallax Enterprises’ subsidiary entities, styled Cause No. 4:16-cv-00286, Cheniere LNG Terminals, LLC v. Parallax Energy LLC, et al., in the United States District Court for the Southern District of Texas (the “Texas Suit”). CLNGT asserted claims in the Texas Suit for (1) recovery of all amounts due under the Secured Note and (2) declaratory relief establishing that CLNGT is entitled to enforce its rights under the Secured Note and Pledge Agreement in accordance with each instrument’s terms and that CLNGT has no obligations of any sort to Parallax Enterprises concerning the Potential Liquefaction Transactions. On March 11, 2016, Parallax Enterprises and the other defendants in the Texas Suit moved to dismiss the suit for lack of subject matter jurisdiction. On August 2, 2016, the court denied the defendants’ motion to dismiss without prejudice and permitted the parties to pursue jurisdictional discovery, which is ongoing. On March 11, 2016, Parallax Enterprises filed a suit against us and CLNGT styled Civil Action No. 62-810, Parallax Enterprises LLP v. Cheniere Energy, Inc. and Cheniere LNG Terminals, LLC, in the 25th Judicial District Court of Plaquemines Parish, Louisiana (the “Louisiana Suit”), wherein Parallax Enterprises asserted claims for breach of contract, fraudulent inducement, negligent misrepresentation, detrimental reliance, unjust enrichment and violation of the Louisiana Unfair Trade Practices Act. Parallax Enterprises predicated its claims in the Louisiana Suit on an allegation that we and CLNGT breached a purported agreement to jointly develop the Potential Liquefaction Transactions. Parallax Enterprises sought $400 million in alleged economic damages and rescission of the Secured Note. On April 15, 2016, we and CLNGT removed the Louisiana Suit to the United States District Court for the Eastern District of Louisiana, which subsequently transferred the Louisiana Suit to the United States District Court for the Southern District of Texas, where it was assigned Civil Action No. 4:16-cv-01628 and transferred to the same judge presiding over the Texas Suit for coordinated handling. On August 22, 2016, Parallax Enterprises voluntarily dismissed all claims asserted against CLNGT and us in the Louisiana Suit without prejudice to refiling. We do not expect that the resolution of this litigation will have a material adverse impact on our financial results. Obligations under Certain Guarantee Contracts Cheniere and certain of its subsidiaries enter into guarantee arrangements in the normal course of business to facilitate transactions with third parties. These arrangements include financial guarantees, letters of credit and debt guarantees. As of September 30, 2016 and December 31, 2015 , there were no liabilities recognized under these guarantee arrangements. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | BUSINESS SEGMENT INFORMATION We have two reportable segments: LNG terminal segment and LNG and natural gas marketing segment. We determine our reportable segments by identifying each segment that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the entities’ chief operating decision maker for purposes of resource allocation and performance assessment and had discrete financial information. Revenues from external customers that were derived from customers outside of the United States were $224.3 million and $255.7 million for the three and nine months ended September 30, 2016 , respectively. We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States. Our LNG terminal segment consists of the Sabine Pass and Corpus Christi LNG terminals. We own and operate the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast through our ownership interest in and management agreements with Cheniere Partners. We own 100% of the general partner interest in Cheniere Partners and 80.1% of the common shares of Cheniere Holdings, which owns a 55.9% limited partner interest in Cheniere Partners. We are also developing and constructing a second natural gas liquefaction and export facility at the Corpus Christi LNG terminal near Corpus Christi, Texas. Our LNG and natural gas marketing segment consists of LNG and natural gas marketing activities by Cheniere Marketing. Cheniere Marketing is developing a portfolio of long-term, short-term and spot LNG SPAs with professional staff based in the United States, United Kingdom, Singapore and Chile. The following table (in thousands) summarizes revenues (losses) and income (loss) from operations for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation Three Months Ended September 30, 2016 Revenues (losses) from external customers $ 314,917 $ 179,188 $ (28,432 ) $ 465,673 Intersegment revenues (losses) (2) 16,244 8,692 (24,936 ) — Depreciation and amortization expense 43,014 344 5,854 49,212 Income (loss) from operations (3) 44,346 26,614 (55,684 ) 15,276 Interest expense, net of capitalized interest (121,636 ) — (26,417 ) (148,053 ) Income (loss) before income taxes and non-controlling interest (4) (68,345 ) 26,736 (87,169 ) (128,778 ) Share-based compensation 9,183 5,434 24,940 39,557 Expenditures for additions to long-lived assets 1,213,662 1,103 170 1,214,935 Three Months Ended September 30, 2015 Revenues (losses) from external customers $ 67,212 $ (1,557 ) $ 404 $ 66,059 Intersegment revenues (losses) (2) 233 11,354 (11,587 ) — Depreciation and amortization expense 16,775 320 4,543 21,638 Income (loss) from operations 27,072 (27,117 ) (52,029 ) (52,074 ) Interest expense, net of capitalized interest (67,589 ) (14 ) (25,963 ) (93,566 ) Loss before income taxes and non-controlling interest (4) (196,693 ) (27,665 ) (82,803 ) (307,161 ) Share-based compensation 1,316 2,051 24,084 27,451 Expenditures for additions to long-lived assets 1,429,808 403 21,258 1,451,469 Nine Months Ended September 30, 2016 Revenues (losses) from external customers $ 530,526 $ 222,418 $ (41,363 ) $ 711,581 Intersegment revenues (losses) (2) 17,168 29,259 (46,427 ) — Depreciation and amortization expense 87,698 965 17,419 106,082 Income (loss) from operations (3) 41,912 (35,850 ) (157,799 ) (151,737 ) Interest expense, net of capitalized interest (253,129 ) — (77,228 ) (330,357 ) Loss before income taxes and non-controlling interest (4) (519,877 ) (35,814 ) (256,732 ) (812,423 ) Share-based compensation 19,005 20,580 58,032 97,617 Expenditures for additions to long-lived assets 3,800,814 2,634 13,238 3,816,686 Nine Months Ended September 30, 2015 Revenues (losses) from external customers $ 203,324 $ (1,601 ) $ 730 $ 202,453 Intersegment revenues (losses) (2) 827 24,725 (25,552 ) — Depreciation and amortization expense 47,787 764 11,010 59,561 Loss from operations (15,324 ) (58,667 ) (134,201 ) (208,192 ) Interest expense, net of capitalized interest (169,899 ) (14 ) (68,751 ) (238,664 ) Loss before income taxes and non-controlling interest (4) (507,751 ) (59,871 ) (217,014 ) (784,636 ) Share-based compensation 30,233 12,138 71,736 114,107 Expenditures for additions to long-lived assets 5,964,244 2,517 70,913 6,037,674 (1) Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $45.1 million and $60.5 million for the three and nine months ended September 30, 2016 , respectively, of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. (2) Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations . (3) Includes restructuring expense of $23.1 million and $35.3 million for the three and nine months ended September 30, 2016 , respectively, in the corporate and other column and $3.1 million and $13.9 million for the three and nine months ended September 30, 2016 , respectively, in the LNG and natural gas marketing segment. (4) Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. The following table (in thousands) shows total assets for each of our reporting segments: September 30, December 31, 2016 2015 LNG Terminal $ 21,365,364 $ 17,363,750 LNG & Natural Gas Marketing 631,378 550,896 Corporate and Other 692,338 894,407 Total Consolidation $ 22,689,080 $ 18,809,053 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 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: Nine Months Ended September 30, 2016 2015 Cash paid during the period for interest, net of amounts capitalized $ 29,879 $ 48,271 Non-cash conveyance of assets — 13,169 The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $491.4 million and $356.3 million as of September 30, 2016 and 2015 , respectively. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 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 September 30, 2016 : 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 amends 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. This guidance may be early adopted beginning January 1, 2017, 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, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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 is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a 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 are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. 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. 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 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 a material impact on our Consolidated 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 Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 11—Debt for additional disclosures. ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS SPLNG Senior Notes Redemption On October 14, 2016, SPLNG issued a notice of redemption to redeem all of its outstanding 2020 SPLNG Senior Notes . The redemption date will be November 30, 2016 (the “Redemption Date”) and the price will be equal to 103.250% of the principal amount of the 2020 SPLNG Senior Notes , plus accrued and unpaid interest and additional interest, if any, on the 2020 SPLNG Senior Notes to, but not including, the Redemption Date. Concurrently with the redemption of the 2020 SPLNG Senior Notes , SPLNG intends to repay all of its outstanding 2016 SPLNG Senior Notes , which mature on the Redemption Date, at a price equal to 100% of the principal amount of the 2016 SPLNG Senior Notes , plus accrued and unpaid interest and additional interest, if any, on the 2016 SPLNG Senior Notes to, but not including, the Redemption Date. Termination of 2014-2018 LTIP On October 27, 2016, the Compensation Committee recommended and our Board of Directors approved the termination, effective as of October 31, 2016, of the 2014-2018 LTIP under the 2015 Plan . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Policy | The accompanying unaudited Consolidated Financial Statements of Cheniere 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. 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, operating results or cash flows. Directly and through our subsidiary, Cheniere Partners, we are developing, constructing and operating liquefaction projects near Corpus Christi, Texas (the “CCL Project”) and at the Sabine Pass LNG terminal located in Cameron Parish, Louisiana (the “SPL Project”) , respectively. In 2016, we started production at the SPL Project . As a result, we introduced a new line item entitled “cost of sales” and modified the components of activity included in “operating and maintenance expense” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made to the prior periods. Cost of sales includes costs incurred directly for the production and delivery of LNG from the SPL Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the SPL Project , vessel chartering costs and other costs related to converting natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense. Also included in cost of sales are purchase and delivery costs of our LNG and natural gas marketing business incurred by Cheniere Marketing. Operating and maintenance expense now primarily includes costs associated with operating and maintaining the SPL Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “LNG terminal revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. Substantially all of our regasification revenues, which are generated by our LNG terminal segment, are received from our two long-term TUA customers. LNG revenues include fees that are received pursuant to our SPAs and related LNG marketing activities. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash | As of September 30, 2016 and December 31, 2015 , restricted cash consisted of the following (in thousands): September 30, December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ 115,490 $ 77,415 SPL Project 325,630 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 127,429 — CCL Project 192,812 46,770 Cash held by our subsidiaries restricted to Cheniere 12,930 147,138 Other 53,254 34,932 Total current restricted cash $ 827,545 $ 503,397 Non-current restricted cash SPLNG debt service $ 13,650 $ 13,650 Other 17,478 18,072 Total non-current restricted cash $ 31,128 $ 31,722 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of September 30, 2016 and December 31, 2015 , accounts and other receivables consisted of the following (in thousands): September 30, December 31, 2016 2015 SPL trade receivable $ 38,432 $ — Cheniere Marketing trade receivable 100,555 — Interest receivable 234 95 Other accounts receivable 14,946 5,654 Total accounts and other receivables $ 154,167 $ 5,749 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2016 and December 31, 2015 , inventory consisted of the following (in thousands): September 30, December 31, 2016 2015 Natural gas $ 4,181 $ 5,724 LNG 29,111 5,148 Materials and other 30,561 7,253 Total inventory $ 63,853 $ 18,125 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of LNG terminal costs and fixed assets and other, as follows (in thousands): September 30, December 31, 2016 2015 LNG terminal costs LNG terminal $ 7,976,737 $ 2,487,759 LNG terminal construction-in-process 12,176,899 13,875,204 LNG site and related costs, net 38,752 33,512 Accumulated depreciation (498,934 ) (413,545 ) Total LNG terminal costs, net 19,693,454 15,982,930 Fixed assets and other Computer and office equipment 13,241 12,153 Furniture and fixtures 17,393 17,101 Computer software 78,942 69,340 Leasehold improvements 46,351 40,136 Land 60,582 60,612 Other 36,369 49,376 Accumulated depreciation (54,666 ) (37,741 ) Total fixed assets and other, net 198,212 210,977 Property, plant and equipment, net $ 19,891,666 $ 16,193,907 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , which are classified as other current assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2016 December 31, 2015 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total SPL Interest Rate Derivatives liability $ — $ (15,948 ) $ — $ (15,948 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives liability — (12,166 ) — (12,166 ) — — — — CCH Interest Rate Derivatives liability — (297,539 ) — (297,539 ) — (104,999 ) — (104,999 ) Liquefaction Supply Derivatives asset (liability) (105 ) (275 ) 12,480 12,100 — (25 ) 32,492 32,467 LNG Trading Derivatives asset (liability) 284 (632 ) — (348 ) — 1,053 — 1,053 Natural Gas Derivatives liability — — — — — (66 ) — (66 ) FX Derivatives liability — (1,193 ) — (1,193 ) — — — — |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $12,480 Income Approach Basis Spread $(0.35) - $(0.03) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Balance, beginning of period $ 22,434 $ 440 $ 32,492 $ 342 Realized and mark-to-market losses: Included in cost of sales (1) (10,567 ) 32,177 (20,482 ) 32,204 Purchases and settlements: Purchases 968 — 968 — Settlements (1) (308 ) (71 ) (741 ) — Transfers out of Level 3 (2) (47 ) — 243 — Balance, end of period $ 12,480 $ 32,546 $ 12,480 $ 32,546 Change in unrealized gains relating to instruments still held at end of period $ (10,567 ) $ — $ (19,763 ) $ — (1) Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the nine months ended September 30, 2016 . (2) Transferred to Level 2 as a result of observable market for the underlying natural gas supply contracts. |
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 September 30, 2016 SPL Interest Rate Derivatives $ (15,948 ) $ — $ (15,948 ) CQP Interest Rate Derivatives (12,166 ) — (12,166 ) CCH Interest Rate Derivatives (297,539 ) — (297,539 ) Liquefaction Supply Derivatives 13,740 (546 ) 13,194 Liquefaction Supply Derivatives (2,803 ) 1,709 (1,094 ) LNG Trading Derivatives 6,829 (4,687 ) 2,142 LNG Trading Derivatives (5,712 ) 3,222 (2,490 ) FX Derivatives (2,036 ) 843 (1,193 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) LNG Trading Derivatives 1,922 (699 ) 1,223 LNG Trading Derivatives (2,826 ) 2,656 (170 ) Natural Gas Derivatives 188 (254 ) (66 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 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 SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR CCH 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: September 30, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Derivative liabilities $ (6,376 ) $ (5,248 ) $ (45,481 ) $ (57,105 ) $ (5,940 ) $ — $ (28,559 ) $ (34,499 ) Non-current derivative liabilities (9,572 ) (6,918 ) (252,058 ) (268,548 ) (2,800 ) — (76,440 ) (79,240 ) Total derivative liabilities $ (15,948 ) $ (12,166 ) $ (297,539 ) $ (325,653 ) $ (8,740 ) $ — $ (104,999 ) $ (113,739 ) |
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 gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 SPL Interest Rate Derivatives gain (loss) $ 2,557 $ (10,872 ) $ (13,473 ) $ (46,541 ) CQP Interest Rate Derivatives gain (loss) 6,626 — (12,944 ) — CCH Interest Rate Derivatives gain (loss) 20,113 (150,610 ) (215,940 ) (195,582 ) |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: September 30, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Natural Gas Derivatives Total Liquefaction Supply Derivatives LNG Trading Derivatives (2) Natural Gas Derivatives (3) Total Balance Sheet Location Other current assets $ 1,947 $ 2,142 $ — $ 4,089 $ 2,737 $ 640 $ — $ 3,377 Non-current derivative assets 11,247 — — 11,247 30,304 583 — 30,887 Total derivative assets 13,194 2,142 — 15,336 33,041 1,223 — 34,264 Derivative liabilities (1,083 ) (2,490 ) — (3,573 ) (490 ) (107 ) (66 ) (663 ) Non-current derivative liabilities (11 ) — — (11 ) (84 ) (63 ) — (147 ) Total derivative liabilities (1,094 ) (2,490 ) — (3,584 ) (574 ) (170 ) (66 ) (810 ) Derivative asset (liabilities), net $ 12,100 $ (348 ) $ — $ 11,752 $ 32,467 $ 1,053 $ (66 ) $ 33,454 (1) Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of September 30, 2016 . (2) Does not include collateral of $13.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 , respectively. (3) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2016 2015 2016 2015 Liquefaction Supply Derivatives gain LNG revenues (losses) $ 374 $ — $ 368 $ — Liquefaction Supply Derivatives gain (loss) (1) Cost (cost recovery) of sales (10,416 ) 32,103 (22,680 ) 32,184 LNG Trading Derivatives gain (loss) LNG revenues (losses) 8,617 113 (3,597 ) 113 Natural Gas Derivatives loss LNG revenues (losses) — (152 ) (5 ) (260 ) Natural Gas Derivatives gain Operating and maintenance expense — 857 174 1,317 (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. |
FX Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets: Fair Value Measurements as of Balance Sheet Location September 30, 2016 December 31, 2015 FX Derivatives Derivative liabilities $ (1,151 ) $ — FX Derivatives Non-current derivative liabilities (42 ) — |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2016 2015 2016 2015 FX Derivatives loss LNG revenues (losses) $ (1,385 ) $ — $ (1,345 ) $ — FX Derivatives gain Derivative gain (loss), net 31 — 129 — FX Derivatives gain (loss) Other income (expense) 2 — (86 ) — |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of September 30, 2016 and December 31, 2015 , other non-current assets consisted of the following (in thousands): September 30, December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 13,678 $ 83,579 Advances made to municipalities for water system enhancements 98,958 89,953 Collateral payments for the CCL Project 36,341 4,994 Tax-related payments and receivables 31,218 31,712 Equity method investments 11,058 20,295 Other 88,181 83,922 Total other non-current assets $ 279,434 $ 314,455 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2016 and December 31, 2015 , accrued liabilities consisted of the following (in thousands): September 30, December 31, 2016 2015 Interest costs and related debt fees $ 228,434 $ 159,968 Compensation and benefits 104,318 99,511 SPL Project and CCL Project costs 343,782 145,759 LNG terminal costs 4,430 3,918 Other accrued liabilities 19,032 18,043 Total accrued liabilities $ 699,996 $ 427,199 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of September 30, 2016 and December 31, 2015 , our debt consisted of the following (in thousands): September 30, December 31, 2016 2015 Long-term debt: SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) (1) $ 420,000 $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7,573 and $8,718 2,007,573 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5,844 and $6,392 1,505,844 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500,000 — 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500,000 — 2015 SPL Credit Facilities — 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 450,000 — CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250,000 — 2015 CCH Credit Facility 3,283,340 2,713,000 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,139,667 1,050,588 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $151,996 and $174,095 927,729 879,938 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $317,441 and $319,062 307,559 305,938 Unamortized debt issuance costs (2) (258,199 ) (207,718 ) Total long-term debt, net 19,033,513 14,920,427 Current debt: 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of $782 and $4,303 (3) 1,664,718 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 98,500 15,000 Cheniere Marketing trade finance facilities 18,807 — Unamortized debt issuance costs (2) (514 ) (2,818 ) Total current debt, net 1,781,511 1,673,379 Total debt, net $ 20,815,024 $ 16,593,806 (1) Must be redeemed or repaid concurrently with the 2016 SPLNG Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 SPLNG Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities . See Note 20—Subsequent Events for additional details about the redemption of the 2020 SPLNG Senior Notes . (2) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . (3) Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities . See Note 20—Subsequent Events for additional details about the intended repayment of the 2016 SPLNG Senior Notes . |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of September 30, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility Original facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 $ 8,403,714 Outstanding balance — 98,500 450,000 3,283,340 Commitments prepaid or terminated 2,643,867 — — 1,050,660 Letters of credit issued — 337,044 7,500 — Available commitment $ 1,956,133 $ 764,456 $ 2,342,500 $ 4,069,714 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 2.25% or base rate plus 1.25% (2) Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. (2) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project . |
Schedule of Convertible Debt | Below is a summary of our convertible notes outstanding as of September 30, 2016 (in thousands): 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000,000 $ 1,000,000 $ 625,000 Debt component, net of discount $ 927,729 $ 1,139,667 $ 307,559 Equity component $ 203,892 $ — $ 194,082 Interest payment method Paid-in-kind Paid-in-kind (1) Cash Conversion by us (2) — (3) (4) Conversion by holders (2) (5) (6) (7) Conversion basis Cash and/or stock Stock Cash and/or stock Conversion value in excess of principal $ — $ — $ — Maturity date May 28, 2021 March 1, 2025 March 15, 2045 Contractual interest rate 4.875 % 11.0 % 4.25 % Effective interest rate 8.3 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (8) 4.7 years 4.0 years 28.5 years (1) Prior to the substantial completion of Train 2 of the CCL Project , interest will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances. (2) Conversion is subject to various limitations and conditions. (3) Convertible on or after the later of March 1, 2020 and the substantial completion of Train 2 of the CCL Project , provided that our market capitalization is not less than $10.0 billion (“Eligible Conversion Date”). The conversion price is the lower of (1) a 10% discount to the average of the daily volume-weighted average price (“VWAP”) of our common stock for the 90 trading day period prior to the date notice is provided, and (2) a 10% discount to the closing price of our common stock on the trading day preceding the date notice is provided. (4) Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the 2045 Cheniere Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to such redemption date. (5) Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date. (6) Convertible on or after the six -month anniversary of the Eligible Conversion Date, provided that our total market capitalization is not less than $10.0 billion , at a price equal to the average of the daily VWAP of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided. (7) Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes , which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events). (8) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock. |
Schedule of Interest Expense | Total interest expense, including interest expense related to our convertible notes, consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Interest cost on convertible notes: Interest per contractual rate $ 51,000 $ 46,782 $ 149,893 $ 97,991 Amortization of debt discount 6,593 7,233 24,578 20,948 Amortization of debt issuance costs 1,362 1,133 3,766 1,748 Total interest cost related to convertible notes 58,955 55,148 178,237 120,687 Interest cost on debt excluding convertible notes 281,814 230,807 773,032 587,137 Total interest cost 340,769 285,955 951,269 707,824 Capitalized interest (192,716 ) (192,389 ) (620,912 ) (469,160 ) Total interest expense, net $ 148,053 $ 93,566 $ 330,357 $ 238,664 |
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: September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated Senior Notes, net of premium or discount (1) $ 14,848,135 $ 15,747,108 $ 10,596,307 $ 9,525,809 CTPL Term Loan, net of discount (2) — — 398,571 400,000 Credit facilities (2) (3) 3,850,647 3,850,647 3,573,000 3,573,000 2021 Cheniere Convertible Unsecured Notes, net of discount (4) 927,729 981,520 879,938 825,413 2025 CCH HoldCo II Convertible Senior Notes (4) 1,139,667 1,296,440 1,050,588 914,363 2045 Cheniere Convertible Senior Notes, net of discount (5) 307,559 414,063 305,938 331,919 (1) Includes 2016 SPLNG Senior Notes , net of discount; 2020 SPLNG Senior Notes ; 2021 SPL Senior Notes , net of premium; 2022 SPL Senior Notes ; 2023 SPL Senior Notes , net of premium; 2024 SPL Senior Notes ; 2025 SPL Senior Notes ; 2026 SPL Senior Notes ; 2027 SPL Senior Notes ; and 2024 CCH Senior Notes (collectively, the “Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments. (2) 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. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility , 2016 CQP Credit Facilities , 2015 CCH Credit Facility and Cheniere Marketing trade finance facilities . (4) The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. (5) The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation expense consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total share-based compensation $ 39,557 $ 27,451 $ 97,617 $ 114,107 Capitalized share-based compensation (6,153 ) (1,202 ) (12,489 ) (21,480 ) Total share-based compensation expense $ 33,404 $ 26,249 $ 85,128 $ 92,627 |
Net Loss Per Share Attributab37
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average common shares outstanding: Basic 228,924 227,126 228,463 226,648 Dilutive common stock options and unvested stock (1) — — — — Diluted 228,924 227,126 228,463 226,648 Basic and diluted net loss per share attributable to common stockholders $ (0.44 ) $ (1.31 ) $ (3.15 ) $ (3.02 ) (1) Stock options and unvested stock of 5.8 million shares and 5.7 million shares for the three and nine months ended September 30, 2016 , respectively, and 8.6 million shares for each of the three and nine months ended September 30, 2015 , representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. Included in these numbers of shares are 5.1 million shares for each of the three and nine months ended September 30, 2016 and 5.4 million shares for each of the three and nine months ended September 30, 2015 of unvested stock that have performance conditions not yet satisfied as of September 30, 2016 and 2015, respectively. In addition, 16.2 million shares in aggregate for the three and nine months ended September 30, 2016 and 15.6 million shares in aggregate for the three and nine months ended September 30, 2015 , issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes , were not included in the computation of diluted net loss per share because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of September 30, 2016 . |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table (in thousands) summarizes revenues (losses) and income (loss) from operations for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation Three Months Ended September 30, 2016 Revenues (losses) from external customers $ 314,917 $ 179,188 $ (28,432 ) $ 465,673 Intersegment revenues (losses) (2) 16,244 8,692 (24,936 ) — Depreciation and amortization expense 43,014 344 5,854 49,212 Income (loss) from operations (3) 44,346 26,614 (55,684 ) 15,276 Interest expense, net of capitalized interest (121,636 ) — (26,417 ) (148,053 ) Income (loss) before income taxes and non-controlling interest (4) (68,345 ) 26,736 (87,169 ) (128,778 ) Share-based compensation 9,183 5,434 24,940 39,557 Expenditures for additions to long-lived assets 1,213,662 1,103 170 1,214,935 Three Months Ended September 30, 2015 Revenues (losses) from external customers $ 67,212 $ (1,557 ) $ 404 $ 66,059 Intersegment revenues (losses) (2) 233 11,354 (11,587 ) — Depreciation and amortization expense 16,775 320 4,543 21,638 Income (loss) from operations 27,072 (27,117 ) (52,029 ) (52,074 ) Interest expense, net of capitalized interest (67,589 ) (14 ) (25,963 ) (93,566 ) Loss before income taxes and non-controlling interest (4) (196,693 ) (27,665 ) (82,803 ) (307,161 ) Share-based compensation 1,316 2,051 24,084 27,451 Expenditures for additions to long-lived assets 1,429,808 403 21,258 1,451,469 Nine Months Ended September 30, 2016 Revenues (losses) from external customers $ 530,526 $ 222,418 $ (41,363 ) $ 711,581 Intersegment revenues (losses) (2) 17,168 29,259 (46,427 ) — Depreciation and amortization expense 87,698 965 17,419 106,082 Income (loss) from operations (3) 41,912 (35,850 ) (157,799 ) (151,737 ) Interest expense, net of capitalized interest (253,129 ) — (77,228 ) (330,357 ) Loss before income taxes and non-controlling interest (4) (519,877 ) (35,814 ) (256,732 ) (812,423 ) Share-based compensation 19,005 20,580 58,032 97,617 Expenditures for additions to long-lived assets 3,800,814 2,634 13,238 3,816,686 Nine Months Ended September 30, 2015 Revenues (losses) from external customers $ 203,324 $ (1,601 ) $ 730 $ 202,453 Intersegment revenues (losses) (2) 827 24,725 (25,552 ) — Depreciation and amortization expense 47,787 764 11,010 59,561 Loss from operations (15,324 ) (58,667 ) (134,201 ) (208,192 ) Interest expense, net of capitalized interest (169,899 ) (14 ) (68,751 ) (238,664 ) Loss before income taxes and non-controlling interest (4) (507,751 ) (59,871 ) (217,014 ) (784,636 ) Share-based compensation 30,233 12,138 71,736 114,107 Expenditures for additions to long-lived assets 5,964,244 2,517 70,913 6,037,674 (1) Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $45.1 million and $60.5 million for the three and nine months ended September 30, 2016 , respectively, of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. (2) Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations . (3) Includes restructuring expense of $23.1 million and $35.3 million for the three and nine months ended September 30, 2016 , respectively, in the corporate and other column and $3.1 million and $13.9 million for the three and nine months ended September 30, 2016 , respectively, in the LNG and natural gas marketing segment. (4) Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. The following table (in thousands) shows total assets for each of our reporting segments: September 30, December 31, 2016 2015 LNG Terminal $ 21,365,364 $ 17,363,750 LNG & Natural Gas Marketing 631,378 550,896 Corporate and Other 692,338 894,407 Total Consolidation $ 22,689,080 $ 18,809,053 |
Supplemental Cash Flow Inform39
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Nine Months Ended September 30, 2016 2015 Cash paid during the period for interest, net of amounts capitalized $ 29,879 $ 48,271 Non-cash conveyance of assets — 13,169 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 : 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 amends 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. This guidance may be early adopted beginning January 1, 2017, 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, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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 is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a 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 are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. 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, 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 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 a material impact on our Consolidated 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 Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 11—Debt for additional disclosures. ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Basis of Presentation (Details)
Basis of Presentation (Details) - customer | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
TUA Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Number Of Significant Customers | 2 | |
SPA Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Number Of Significant Customers | 1 | |
Customer Concentration Risk [Member] | LNG Revenues [Member] | LNG terminal business [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 44.00% | 50.00% |
Restricted Cash (Details)
Restricted Cash (Details) | 9 Months Ended | |||
Sep. 30, 2016USD ($)Rateitem | Sep. 30, 2015USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2015USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 827,545,000 | $ 503,397,000 | ||
Non-current restricted cash | 31,128,000 | 31,722,000 | ||
SPLNG debt service and interest payment [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 115,490,000 | 77,415,000 | ||
SPL Project [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 325,630,000 | 189,260,000 | ||
CTPL construction and interest payment [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 0 | 7,882,000 | ||
CQP And Cash Held By Guarantor Subsidiaries [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 127,429,000 | 0 | ||
CCL Project [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 192,812,000 | 46,770,000 | ||
Cash held by our subsidiaries restricted to Cheniere [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 12,930,000 | 147,138,000 | ||
Other [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 53,254,000 | 34,932,000 | ||
Non-current restricted cash | 17,478,000 | 18,072,000 | ||
SPLNG debt service [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Non-current restricted cash | 13,650,000 | $ 13,650,000 | ||
SPLNG [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Partners' Capital Account, Distributions | $ 230,400,000 | $ 267,900,000 | ||
SPLNG [Member] | SPLNG Senior Notes [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Debt Instrument, Number of Months Interest Required For Distribution Per Month Elapsed Since Last Interest Payment | item | 1 | |||
Debt Instrument, Number of Semi-Annual Interest Payments Required To Be On Deposit In Permanent Debt Service Fund For Distribution | item | 1 | |||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 2 | |||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 |
Accounts and Other Receivable43
Accounts and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts and Other Receivables [Line Items] | ||
Interest receivable | $ 234 | $ 95 |
Other accounts receivable | 14,946 | 5,654 |
Total accounts and other receivables | 154,167 | 5,749 |
SPL [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivable | 38,432 | 0 |
Cheniere Marketing [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivable | $ 100,555 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory | $ 63,853 | $ 18,125 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 4,181 | 5,724 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 29,111 | 5,148 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 30,561 | $ 7,253 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 19,891,666 | $ 19,891,666 | $ 16,193,907 |
Property, plant and equipment, reduction for testing costs recovered | 68,300 | 214,300 | |
LNG terminal costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (498,934) | (498,934) | (413,545) |
Property, plant and equipment, net | 19,693,454 | 19,693,454 | 15,982,930 |
LNG terminal [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,976,737 | 7,976,737 | 2,487,759 |
LNG terminal construction-in-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,176,899 | 12,176,899 | 13,875,204 |
LNG site and related costs, net [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 38,752 | 38,752 | 33,512 |
Fixed assets and other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (54,666) | (54,666) | (37,741) |
Property, plant and equipment, net | 198,212 | 198,212 | 210,977 |
Computer and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 13,241 | 13,241 | 12,153 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 17,393 | 17,393 | 17,101 |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 78,942 | 78,942 | 69,340 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 46,351 | 46,351 | 40,136 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 60,582 | 60,582 | 60,612 |
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 36,369 | $ 36,369 | $ 49,376 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) MMBTU in Millions | 1 Months Ended | 9 Months Ended | ||
May 31, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($)MMBTU | Jun. 30, 2016USD ($) | |
SPL Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | $ 20,000,000 | |||
SPL Interest Rate Derivatives [Member] | Maximum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | 628,800,000 | |||
CCH Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | 28,800,000 | |||
CCH Interest Rate Derivatives [Member] | Maximum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | $ 5,500,000,000 | |||
Liquefaction Supply Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Nonmonetary Notional Amount | MMBTU | 1,069 | |||
Liquefaction Supply Derivatives [Member] | Minimum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Term of Contract | 1 year | |||
Liquefaction Supply Derivatives [Member] | Maximum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Term of Contract | 7 years | |||
LNG Trading Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | $ 0 | $ 800,000 | ||
Derivative, Nonmonetary Notional Amount | MMBTU | 12.6 | |||
SPL [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Energy Units Secured Through Long-Term Purchase Agreements | MMBTU | 1,982 | |||
SPL [Member] | SPL Previous Credit Facilities [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Line of Credit Facility, Decrease, Net | $ 1,800,000,000 | |||
SPL [Member] | SPL Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative Loss, Net | $ 34,700,000 | |||
CCH [Member] | CCH Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Term of Contract | 7 years | |||
Derivative, Cost of Hedge | $ 50,100,000 | |||
Cheniere Marketing [Member] | FX Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | $ 14,600,000 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
SPL Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (15,948) | $ (8,740) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (15,948) | (8,740) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CQP Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (12,166) | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (12,166) | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (297,539) | (104,999) |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (297,539) | (104,999) |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 12,100 | 32,467 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (105) | 0 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (275) | (25) |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 12,480 | 32,492 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (348) | 1,053 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 284 | 0 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (632) | 1,053 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Natural Gas Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (66) |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (66) |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
FX Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (1,193) | 0 |
FX Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
FX Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (1,193) | 0 |
FX Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 |
Derivative Instruments - Fair48
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 12,100,000 | $ 32,467,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 12,480,000 | $ 32,492,000 |
Valuation Technique | Income Approach | |
Significant Unobservable Input | Basis Spread | |
Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Inputs Range | $ (0.350) | |
Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Inputs Range | $ (0.030) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Liquefaction Supply Derivatives [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance, beginning of period | $ 22,434 | $ 440 | $ 32,492 | $ 342 | |
Realized and mark-to-market losses: | |||||
Included in cost of sales | [1] | (10,567) | 32,177 | (20,482) | 32,204 |
Purchases and settlements: | |||||
Purchases | 968 | 0 | 968 | 0 | |
Settlements | [1] | (308) | (71) | (741) | 0 |
Transfers out of Level 3 | [2] | (47) | 0 | 243 | 0 |
Balance, end of period | 12,480 | 32,546 | 12,480 | 32,546 | |
Change in unrealized gains relating to instruments still held at end of period | $ (10,567) | $ 0 | (19,763) | $ 0 | |
Decrease in Fair Value Realized and Capitalized During Period | $ 700 | ||||
[1] | Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the nine months ended September 30, 2016 | ||||
[2] | Transferred to Level 2 as a result of observable market for the underlying natural gas supply contracts. |
Derivative Instruments - Sche50
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
SPL Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 20 |
Effective Date | Aug. 14, 2012 |
Maturity Date | Jul. 31, 2019 |
Weighted Average Fixed Interest Rate Paid | 1.98% |
Variable Interest Rate Received | One-month LIBOR |
SPL Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 628.8 |
CQP Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 225 |
Effective Date | Mar. 22, 2016 |
Maturity Date | Feb. 29, 2020 |
Weighted Average Fixed Interest Rate Paid | 1.19% |
Variable Interest Rate Received | One-month LIBOR |
CQP Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 1,300 |
CCH Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 28.8 |
Effective Date | May 20, 2015 |
Maturity Date | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.29% |
Variable Interest Rate Received | One-month LIBOR |
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 5,500 |
Derivative Instruments - Fair51
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | $ 11,247 | $ 30,887 | |||
Derivative liabilities | (61,829) | (35,201) | |||
Non-current derivative liabilities | (268,601) | (79,387) | |||
Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (325,653) | (113,739) | |||
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (57,105) | (34,499) | |||
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (268,548) | (79,240) | |||
SPL Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (15,948) | (8,740) | |||
SPL Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (6,376) | (5,940) | |||
SPL Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (9,572) | (2,800) | |||
CQP Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (12,166) | 0 | |||
CQP Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (5,248) | 0 | |||
CQP Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (6,918) | 0 | |||
CCH Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (297,539) | (104,999) | |||
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (45,481) | (28,559) | |||
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (252,058) | (76,440) | |||
Commodity Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 15,336 | 34,264 | |||
Total derivative liabilities | (3,584) | (810) | |||
Derivative asset (liability), net | 11,752 | 33,454 | |||
Commodity Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Other current assets | 4,089 | 3,377 | |||
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 11,247 | 30,887 | |||
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (3,573) | (663) | |||
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (11) | (147) | |||
Liquefaction Supply Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 13,194 | [1] | 33,041 | ||
Total derivative liabilities | (1,094) | [1] | (574) | ||
Derivative asset (liability), net | 12,100 | [1] | 32,467 | ||
Liquefaction Supply Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Other current assets | 1,947 | [1] | 2,737 | ||
Derivative, Collateral, Right to Reclaim Cash | 1,500 | ||||
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 11,247 | [1] | 30,304 | ||
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (1,083) | [1] | (490) | ||
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (11) | [1] | (84) | ||
LNG Trading Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | [2] | 2,142 | 1,223 | ||
Total derivative liabilities | [2] | (2,490) | (170) | ||
Derivative asset (liability), net | [2] | (348) | 1,053 | ||
LNG Trading Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Other current assets | [2] | 2,142 | 640 | ||
Derivative, Collateral, Right to Reclaim Cash | 13,400 | 11,000 | |||
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | [2] | 0 | 583 | ||
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | [2] | (2,490) | (107) | ||
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | [2] | 0 | (63) | ||
Natural Gas Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 0 | 0 | [3] | ||
Total derivative liabilities | 0 | (66) | [3] | ||
Derivative asset (liability), net | 0 | (66) | [3] | ||
Natural Gas Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Other current assets | 0 | 0 | [3] | ||
Derivative, Collateral, Right to Reclaim Cash | 5,500 | ||||
Natural Gas Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 0 | 0 | [3] | ||
Natural Gas Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | 0 | (66) | [3] | ||
Natural Gas Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | 0 | 0 | [3] | ||
FX Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (1,151) | 0 | |||
FX Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | $ (42) | $ 0 | |||
[1] | Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of September 30, 2016. | ||||
[2] | Does not include collateral of $13.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 | ||||
[3] | Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 2,557 | $ (10,872) | $ (13,473) | $ (46,541) | |
CQP Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 6,626 | 0 | (12,944) | 0 | |
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 20,113 | (150,610) | (215,940) | (195,582) | |
Liquefaction Supply Derivatives [Member] | LNG revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 374 | 0 | 368 | 0 | |
Liquefaction Supply Derivatives [Member] | Cost (cost recovery) of sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | [1] | (10,416) | 32,103 | (22,680) | 32,184 |
LNG Trading Derivatives [Member] | LNG revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 8,617 | 113 | (3,597) | 113 | |
Natural Gas Derivatives [Member] | LNG revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 0 | (152) | (5) | (260) | |
Natural Gas Derivatives [Member] | Operating and maintenance expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 0 | 857 | 174 | 1,317 | |
FX Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 31 | 0 | 129 | 0 | |
FX Derivatives [Member] | LNG revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | (1,385) | 0 | (1,345) | 0 | |
FX Derivatives [Member] | Other income (expense) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 2 | $ 0 | $ (86) | $ 0 | |
[1] | Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Derivative Instruments - Deri53
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
SPL Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | $ (15,948) | $ (8,740) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (15,948) | (8,740) |
CQP Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (12,166) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (12,166) | |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (297,539) | (104,999) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (297,539) | (104,999) |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 13,740 | 33,636 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (546) | (595) |
Derivative Assets (Liabilities), at Fair Value, Net | 13,194 | 33,041 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (2,803) | (574) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 1,709 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (1,094) | (574) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 6,829 | 1,922 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (4,687) | (699) |
Derivative Assets (Liabilities), at Fair Value, Net | 2,142 | 1,223 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (5,712) | (2,826) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 3,222 | 2,656 |
Derivative Assets (Liabilities), at Fair Value, Net | (2,490) | (170) |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (2,036) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 843 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (1,193) | |
Natural Gas Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | 188 | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | (254) | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (66) |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 13,678 | $ 83,579 |
Advances made to municipalities for water system enhancements | 98,958 | 89,953 |
Collateral payments for the CCL Project | 36,341 | 4,994 |
Tax-related payments and receivables | 31,218 | 31,712 |
Equity method investments | 11,058 | 20,295 |
Other | 88,181 | 83,922 |
Other non-current assets | $ 279,434 | $ 314,455 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - Cheniere Holdings [Member] | Sep. 30, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% |
Ownership Percentage of Outstanding Shares Required To Control Company [Member] | ||
Variable Interest Entity [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 25.00% |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Cheniere Holdings [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% |
Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
General Partner ownership percentage | 100.00% | |
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Limited Partner ownership percentage | 55.90% | |
Common Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Partners Capital Account, Units, Units Held | 12 | |
Class B Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Partners Capital Account, Units, Units Held | 45.3 | |
Subordinated Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Partners Capital Account, Units, Units Held | 135.4 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 228,434 | $ 159,968 |
Compensation and benefits | 104,318 | 99,511 |
SPL Project and CCL Project costs | 343,782 | 145,759 |
LNG terminal costs | 4,430 | 3,918 |
Other accrued liabilities | 19,032 | 18,043 |
Total accrued liabilities | $ 699,996 | $ 427,199 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 19,033,513,000 | $ 14,920,427,000 | |
Unamortized Debt Issuance Costs, Noncurrent | [1] | (258,199,000) | (207,718,000) |
Current debt, net | 1,781,511,000 | 1,673,379,000 | |
Unamortized Debt Issuance Costs, Current | [1] | (514,000) | (2,818,000) |
Total Debt, Net | 20,815,024,000 | 16,593,806,000 | |
Accounting Standards Update 2015-03 [Member] | Debt Issuance Costs, Net [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Noncurrent | (207,718,000) | ||
Unamortized Debt Issuance Costs, Current | (2,818,000) | ||
Accounting Standards Update 2015-03 [Member] | Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Noncurrent | 207,718,000 | ||
Accounting Standards Update 2015-03 [Member] | Current Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Current | 2,818,000 | ||
2020 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | [2] | $ 420,000,000 | 420,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
2021 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,007,573,000 | 2,008,718,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 7,573,000 | 8,718,000 | |
2022 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,000,000,000 | 1,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
2023 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,505,844,000 | 1,506,392,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 5,844,000 | 6,392,000 | |
2024 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||
2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
2026 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,500,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
2027 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,500,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
2015 SPL Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 0 | 845,000,000 | |
CTPL Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | 0 | 398,571,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | ||
Debt Instrument, Unamortized Discount | 0 | 1,429,000 | |
2016 CQP Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | 450,000,000 | 0 | |
2024 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,250,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
2015 CCH Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 3,283,340,000 | 2,713,000,000 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,139,667,000 | 1,050,588,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 927,729,000 | 879,938,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
Debt Instrument, Unamortized Discount | $ 151,996,000 | 174,095,000 | |
2045 Cheniere Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 307,559,000 | 305,938,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Debt Instrument, Unamortized Discount | $ 317,441,000 | 319,062,000 | |
2016 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | [3] | $ 1,664,718,000 | 1,661,197,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
Debt Instrument, Unamortized Discount | $ 782,000 | 4,303,000 | |
SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | 98,500,000 | 15,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | ||
Cheniere Marketing Trade Finance Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | $ 18,807,000 | $ 0 | |
[1] | Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015. | ||
[2] | Must be redeemed or repaid concurrently with the 2016 SPLNG Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 SPLNG Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities. See Note 20—Subsequent Events for additional details about the redemption of the 2020 SPLNG Senior Notes. | ||
[3] | Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities. See Note 20—Subsequent Events for additional details about the intended repayment of the 2016 SPLNG Senior Notes. |
Debt - Debt Issuances and Redem
Debt - Debt Issuances and Redemptions - Senior Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | May 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 25,765,000 | $ 0 | $ 82,537,000 | $ 96,273,000 | |||
2026 SPL Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | 5.875% | ||||
2027 SPL Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | ||||
2024 CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | 7.00% | ||||
SPL [Member] | 2026 SPL Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,500,000,000 | ||||||
Proceeds from issuances of debt | $ 1,300,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | 5.875% | ||||
Debt Instrument Registration Period | 360 days | ||||||
SPL [Member] | 2027 SPL Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,500,000,000 | $ 1,500,000,000 | $ 1,500,000,000 | ||||
Proceeds from issuances of debt | $ 1,400,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | ||||
Debt Instrument Registration Period | 360 days | ||||||
SPL [Member] | 2015 SPL Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 25,800,000 | $ 51,800,000 | |||||
CCH [Member] | 2024 CCH Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,250,000,000 | ||||||
Proceeds from issuances of debt | $ 1,100,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | 7.00% | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||
Debt Instrument Registration Period | 360 days | ||||||
CCH [Member] | 2015 CCH Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 29,000,000 |
Debt - Debt Issuances and Red60
Debt - Debt Issuances and Redemptions - Credit Facilities (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 29, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Rate | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | ||
Line of Credit Facility [Line Items] | |||||||
Loss on early extinguishment of debt | $ 25,765,000 | $ 0 | $ 82,537,000 | $ 96,273,000 | |||
2016 CQP Credit Facilities [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |||||
2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Increase | 0.50% | ||||||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |||||
2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |||||
CTPL Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 | ||||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | ||||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 48,700,000 | $ 48,700,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 40.00% | ||||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.55 | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Increase | 0.50% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate [Member] | Base Rate Determination Federal Funds Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate [Member] | Base Rate Determination LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 50.00% | 50.00% | |||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.15 | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - CTPL Tranche Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450,000,000 | $ 450,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - SPLNG Tranche Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,100,000,000 | 2,100,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - SPLNG Tranche Term Loan [Member] | 2016 CQP Credit Facilities - SPLNG Tranche Term Loan Funding [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | 21,500,000 | 21,500,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Debt Service Reserve Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | 125,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 115,000,000 | $ 115,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Letter of Credit [Member] | Portion issued and not drawn [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 2.25% | ||||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Letter of Credit [Member] | Portion issued and not drawn [Member] | February 25, 2019 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Increase | 0.50% | ||||||
Cheniere Partners [Member] | CTPL Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Repayments of Long-term Debt | $ 400,000,000 | ||||||
Loss on early extinguishment of debt | $ 1,500,000 | ||||||
Cheniere Partners [Member] | SPLNG Senior Notes [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 2,100,000,000 | $ 2,100,000,000 | |||||
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 19,033,513 | $ 14,920,427 | |
Outstanding balance - current | 1,781,511 | 1,673,379 | |
2015 SPL Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | 4,600,000 | ||
Outstanding balance | 0 | 845,000 | |
Commitments prepaid or terminated | 2,643,867 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 1,956,133 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date | ||
2015 SPL Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2015 SPL Credit Facilities [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||
2015 SPL Credit Facilities [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
SPL Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 1,200,000 | ||
Outstanding balance - current | 98,500 | 15,000 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 337,044 | ||
Available commitment | $ 764,456 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 31, 2020, with various terms for underlying loans | ||
SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
SPL Working Capital Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
2016 CQP Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 2,800,000 | ||
Outstanding balance | 450,000 | 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 7,500 | ||
Available commitment | $ 2,342,500 | ||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |
Debt Instrument, Maturity Date, Description | February 25, 2020, with principals due quarterly commencing on February 19, 2019 | ||
2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Increase | 0.50% | ||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |
2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |
2015 CCH Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 8,403,714 | ||
Outstanding balance | 3,283,340 | $ 2,713,000 | |
Commitments prepaid or terminated | 1,050,660 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 4,069,714 | ||
Debt Instrument, Description of Variable Rate Basis | [2] | LIBOR or base rate | |
Debt Instrument, Maturity Date, Description | 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% | ||
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] | 2.25% | |
2015 CCH Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [2] | 1.25% | |
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. | ||
[2] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project. |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)$ / shares | ||
2021 Cheniere Convertible Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate original principal | $ 1,000,000,000 | |
Debt component, net of discount | 927,729,000 | |
Equity component | 203,892,000 | |
Conversion value in excess of principal | $ 0 | |
Maturity date | May 28, 2021 | |
Contractual interest rate | 4.875% | |
Effective interest rate | 8.30% | |
Remaining debt discount and debt issuance costs amortization period | 4 years 241 days | [1] |
2021 Cheniere Convertible Unsecured Notes [Member] | Note Holders [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 93.64 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate original principal | $ 1,000,000,000 | |
Debt component, net of discount | 1,139,667,000 | |
Equity component | 0 | |
Conversion value in excess of principal | $ 0 | |
Maturity date | Mar. 1, 2025 | |
Contractual interest rate | 11.00% | |
Effective interest rate | 11.90% | |
Remaining debt discount and debt issuance costs amortization period | 4 years 1 day | [1] |
2025 CCH Holdco II Convertible Senior Notes [Member] | Cheniere [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Threshold Market Capitalization | $ 10,000,000,000 | |
Debt Instrument, Convertible, Percentage of Conversion 1, Discount to VWAP | 10.00% | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 90 days | |
Debt Instrument, Convertible, Percentage of Conversion 2, Discount to closing price of common stock | 10.00% | |
2025 CCH Holdco II Convertible Senior Notes [Member] | Note Holders [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Threshold Market Capitalization | $ 10,000,000,000 | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 90 days | |
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 6 months | |
2045 Cheniere Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate original principal | $ 625,000,000 | |
Debt component, net of discount | 307,559,000 | |
Equity component | 194,082,000 | |
Conversion value in excess of principal | $ 0 | |
Maturity date | Mar. 15, 2045 | |
Contractual interest rate | 4.25% | |
Effective interest rate | 9.40% | |
Remaining debt discount and debt issuance costs amortization period | 28 years 173 days | [1] |
2045 Cheniere Convertible Senior Notes [Member] | Note Holders [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 138.38 | |
Debt Instrument, Convertible, Conversion Ratio per $1,000 principal amount, in shares | 7.2265 | |
[1] | We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Total interest cost | $ 340,769 | $ 285,955 | $ 951,269 | $ 707,824 |
Capitalized interest | (192,716) | (192,389) | (620,912) | (469,160) |
Total interest expense, net | 148,053 | 93,566 | 330,357 | 238,664 |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest per contractual rate | 51,000 | 46,782 | 149,893 | 97,991 |
Amortization of debt discount | 6,593 | 7,233 | 24,578 | 20,948 |
Amortization of debt issuance costs | 1,362 | 1,133 | 3,766 | 1,748 |
Total interest cost | 58,955 | 55,148 | 178,237 | 120,687 |
Debt Excluding Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest cost | $ 281,814 | $ 230,807 | $ 773,032 | $ 587,137 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 20,815,024 | $ 16,593,806 | |
Senior Notes, net of premium or discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 14,848,135 | 10,596,307 |
Senior Notes, net of premium or discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [1] | 15,747,108 | 9,525,809 |
CTPL Term Loan, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 0 | 398,571 |
CTPL Term Loan, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
CTPL Term Loan, Estimated Fair Value | [2] | 0 | 400,000 |
Credit Facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2],[3] | 3,850,647 | 3,573,000 |
Credit Facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit Facilities, Estimated Fair Value | [2],[3] | 3,850,647 | 3,573,000 |
2021 Cheniere Convertible Unsecured Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 927,729 | 879,938 |
2021 Cheniere Convertible Unsecured Notes, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [4] | 981,520 | 825,413 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 1,139,667 | 1,050,588 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [4] | 1,296,440 | 914,363 |
2045 Cheniere Convertible Senior Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [5] | 307,559 | 305,938 |
2045 Cheniere Convertible Senior Notes, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [5] | $ 414,063 | $ 331,919 |
[1] | The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments. | ||
[2] | 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. | ||
[3] | ncludes 2015 SPL Credit Facilities, SPL Working Capital Facility, 2016 CQP Credit Facilities, 2015 CCH Credit Facility and Cheniere Marketing trade finance facilities. | ||
[4] | The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. | ||
[5] | The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Restructuring Expense (Details)
Restructuring Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expense | $ 26,241 | $ 0 | $ 49,196 | $ 0 | |
Share-based compensation | 39,557 | $ 27,451 | 97,617 | $ 114,107 | |
Restructuring Charges [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Share-based compensation | 20,900 | 42,900 | |||
Accrued Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 14,600 | $ 14,600 | $ 33,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (provision) | $ (1,638) | $ 69 | $ (1,911) | $ (102) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Expense, Net Components | ||||
Total share-based compensation | $ 39,557 | $ 27,451 | $ 97,617 | $ 114,107 |
Capitalized share-based compensation | (6,153) | (1,202) | (12,489) | (21,480) |
Total share-based compensation expense | 33,404 | 26,249 | 85,128 | 92,627 |
Share-based compensation, unrecognized compensation | 138,000 | $ 138,000 | ||
Share-based compensation, unrecognized compensation, period for recognition | 1 year 5 months 1 day | |||
Share-based compensation plan modification, incremental compensation cost | 4,300 | $ 5,600 | ||
Proceeds from exercise of stock options | $ 50 | $ 400 | $ 50 | $ 2,279 |
2003 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 21 | 21 | ||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 21 | 21 | ||
2011 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 35 | 35 | ||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 26.6 | 26.6 | ||
2015 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 6.3 | 6.3 | ||
2015 Inducement Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 1 | 1 | ||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 0.2 | 0.2 |
Net Loss Per Share Attributab68
Net Loss Per Share Attributable to Common Stockholders (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted Average Number of Common Shares Outstanding, Basic | 228,924 | 227,126 | 228,463 | 226,648 | |
Dilutive Common Stock Options and Unvested Stock | [1] | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 228,924 | 227,126 | 228,463 | 226,648 | |
Basic and diluted net loss per share attributable to common stockholders | $ (0.44) | $ (1.31) | $ (3.15) | $ (3.02) | |
Stock options and unvested stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,800 | 8,600 | 5,700 | 8,600 | |
Restricted Stock With Unsatisfied Performance Conditions [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,100 | 5,400 | 5,100 | 5,400 | |
2021 Cheniere Convertible Notes And 2045 Cheniere Convertible Notes [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,200 | 15,600 | 16,200 | 15,600 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 | |
[1] | Stock options and unvested stock of 5.8 million shares and 5.7 million shares for the three and nine months ended September 30, 2016, respectively, and 8.6 million shares for each of the three and nine months ended September 30, 2015, representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. Included in these numbers of shares are 5.1 million shares for each of the three and nine months ended September 30, 2016 and 5.4 million shares for each of the three and nine months ended September 30, 2015 of unvested stock that have performance conditions not yet satisfied as of September 30, 2016 and 2015, respectively. In addition, 16.2 million shares in aggregate for the three and nine months ended September 30, 2016 and 15.6 million shares in aggregate for the three and nine months ended September 30, 2015, issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes, were not included in the computation of diluted net loss per share because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of September 30, 2016. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Guarantee Obligations [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual | $ 0 | $ 0 |
Cheniere LNG Terminals, LLC [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | 400,000,000 | |
Cheniere LNG Terminals, LLC [Member] | Parallax Enterprises [Member] | ||
Loss Contingencies [Line Items] | ||
Secured note receivable | $ 46,000,000 |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)item | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | ||||
Segment Reporting Information [Line Items] | ||||||||
Number of Reportable Segments | item | 2 | |||||||
Revenues (losses) from external customers | $ 465,673 | $ 66,059 | $ 711,581 | $ 202,453 | ||||
Intersegment revenues (losses) | [1] | 0 | 0 | 0 | 0 | |||
Depreciation and amortization expense | 49,212 | 21,638 | 106,082 | 59,561 | ||||
Income (loss) from operations | 15,276 | [2] | (52,074) | (151,737) | [2] | (208,192) | ||
Interest expense, net of capitalized interest | (148,053) | (93,566) | (330,357) | (238,664) | ||||
Loss before income taxes and non-controlling interest | [3] | (128,778) | (307,161) | (812,423) | (784,636) | |||
Share-based compensation | 39,557 | 27,451 | 97,617 | 114,107 | ||||
Expenditures for additions to long-lived assets | 1,214,935 | 1,451,469 | 3,816,686 | 6,037,674 | ||||
Restructuring expense | 26,241 | 0 | 49,196 | 0 | ||||
Total assets | 22,689,080 | 22,689,080 | $ 18,809,053 | |||||
Non-US [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues (losses) from external customers | 224,300 | 255,700 | ||||||
Corporate and other [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues (losses) from external customers | [4] | (28,432) | 404 | (41,363) | 730 | |||
Intersegment revenues (losses) | [1],[4] | (24,936) | (11,587) | (46,427) | (25,552) | |||
Depreciation and amortization expense | [4] | 5,854 | 4,543 | 17,419 | 11,010 | |||
Income (loss) from operations | [4] | (55,684) | [2] | (52,029) | (157,799) | [2] | (134,201) | |
Interest expense, net of capitalized interest | [4] | (26,417) | (25,963) | (77,228) | (68,751) | |||
Loss before income taxes and non-controlling interest | [3],[4] | (87,169) | (82,803) | (256,732) | (217,014) | |||
Share-based compensation | [4] | 24,940 | 24,084 | 58,032 | 71,736 | |||
Expenditures for additions to long-lived assets | [4] | 170 | 21,258 | 13,238 | 70,913 | |||
Restructuring expense | [4] | 23,100 | 35,300 | |||||
Total assets | 692,338 | 692,338 | 894,407 | |||||
LNG terminal business [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues (losses) from external customers | 314,917 | 67,212 | 530,526 | 203,324 | ||||
Intersegment revenues (losses) | [1] | 16,244 | 233 | 17,168 | 827 | |||
Depreciation and amortization expense | 43,014 | 16,775 | 87,698 | 47,787 | ||||
Income (loss) from operations | 44,346 | [2] | 27,072 | 41,912 | [2] | (15,324) | ||
Interest expense, net of capitalized interest | (121,636) | (67,589) | (253,129) | (169,899) | ||||
Loss before income taxes and non-controlling interest | [3] | (68,345) | (196,693) | (519,877) | (507,751) | |||
Share-based compensation | 9,183 | 1,316 | 19,005 | 30,233 | ||||
Expenditures for additions to long-lived assets | 1,213,662 | 1,429,808 | 3,800,814 | 5,964,244 | ||||
Total assets | 21,365,364 | 21,365,364 | 17,363,750 | |||||
LNG and natural gas marketing business [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues (losses) from external customers | 179,188 | (1,557) | 222,418 | (1,601) | ||||
Intersegment revenues (losses) | [1] | 8,692 | 11,354 | 29,259 | 24,725 | |||
Depreciation and amortization expense | 344 | 320 | 965 | 764 | ||||
Income (loss) from operations | 26,614 | [2] | (27,117) | (35,850) | [2] | (58,667) | ||
Interest expense, net of capitalized interest | 0 | (14) | 0 | (14) | ||||
Loss before income taxes and non-controlling interest | [3] | 26,736 | (27,665) | (35,814) | (59,871) | |||
Share-based compensation | 5,434 | 2,051 | 20,580 | 12,138 | ||||
Expenditures for additions to long-lived assets | 1,103 | 403 | 2,634 | $ 2,517 | ||||
Restructuring expense | $ 3,100 | 13,900 | ||||||
Total assets | $ 631,378 | $ 631,378 | $ 550,896 | |||||
Cheniere Partners [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
General Partner ownership percentage | 100.00% | |||||||
Cheniere Holdings [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% | 80.10% | |||||
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Limited Partner ownership percentage | 55.90% | |||||||
Cheniere Marketing [Member] | Eliminations [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues (losses) from external customers | [4] | $ 45,100 | $ 60,500 | |||||
[1] | Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations. | |||||||
[2] | Includes restructuring expense of $23.1 million and $35.3 million for the three and nine months ended September 30, 2016, respectively, in the corporate and other column and $3.1 million and $13.9 million for the three and nine months ended September 30, 2016, respectively, in the LNG and natural gas marketing segment. | |||||||
[3] | Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. | |||||||
[4] | Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $45.1 million and $60.5 million for the three and nine months ended September 30, 2016, respectively, of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. |
Supplemental Cash Flow Inform71
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest, net of amounts capitalized | $ 29,879 | $ 48,271 |
Non-cash conveyance of assets | 0 | 13,169 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 491,400 | $ 356,300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - SPLNG [Member] | Nov. 30, 2016 |
2020 SPLNG Senior Notes [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Redemption Price, Percentage | 103.25% |
2016 SPLNG Senior Notes [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Redemption Price, Percentage | 100.00% |