Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
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, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 237,664,678 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 919 | $ 876 |
Restricted cash | 1,590 | 860 |
Accounts and other receivables | 264 | 218 |
Accounts receivable—related party | 1 | 0 |
Inventory | 133 | 160 |
Derivative assets | 12 | 24 |
Other current assets | 112 | 100 |
Total current assets | 3,031 | 2,238 |
Non-current restricted cash | 66 | 91 |
Property, plant and equipment, net | 23,466 | 20,635 |
Debt issuance costs, net | 159 | 277 |
Non-current derivative assets | 37 | 83 |
Goodwill | 77 | 77 |
Other non-current assets, net | 298 | 302 |
Total assets | 27,134 | 23,703 |
Current liabilities | ||
Accounts payable | 59 | 49 |
Accrued liabilities | 722 | 637 |
Current debt | 41 | 247 |
Deferred revenue | 134 | 73 |
Derivative liabilities | 55 | 71 |
Total current liabilities | 1,011 | 1,077 |
Long-term debt, net | 24,923 | 21,688 |
Non-current deferred revenue | 2 | 5 |
Non-current derivative liabilities | 52 | 45 |
Other non-current liabilities | 63 | 49 |
Commitments and contingencies (see Note 15) | ||
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, 2017 and December 31, 2016; Issued: 250.1 million shares at September 30, 2017 and December 31, 2016 | ||
Outstanding: 237.8 million shares and 238.0 million shares at September 30, 2017 and December 31, 2016, respectively | 1 | 1 |
Treasury stock: 12.3 million shares and 12.2 million shares at September 30, 2017 and December 31, 2016, respectively, at cost | (378) | (374) |
Additional paid-in-capital | 3,238 | 3,211 |
Accumulated deficit | (4,754) | (4,234) |
Total stockholders’ deficit | (1,893) | (1,396) |
Non-controlling interest | 2,976 | 2,235 |
Total equity | 1,083 | 839 |
Total liabilities and equity | $ 27,134 | $ 23,703 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5 | 5 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.003 | $ 0.003 |
Common Stock, Shares Authorized | 480 | 480 |
Common Stock, Shares, Issued | 250.1 | 250.1 |
Common Stock, Shares, Outstanding | 237.8 | 238 |
Treasury Stock, Shares | 12.3 | 12.2 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
LNG revenues | $ 1,332 | $ 399 | $ 3,646 | $ 512 |
Regasification revenues | 65 | 64 | 195 | 194 |
Other revenues | 5 | 2 | 12 | 5 |
Other—related party | 1 | 0 | 2 | 0 |
Total revenues | 1,403 | 465 | 3,855 | 711 |
Operating costs and expenses | ||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 824 | 253 | 2,140 | 353 |
Operating and maintenance expense | 114 | 61 | 309 | 143 |
Development expense | 3 | 2 | 7 | 5 |
Selling, general and administrative expense | 64 | 59 | 179 | 197 |
Depreciation and amortization expense | 92 | 49 | 252 | 106 |
Restructuring expense | 0 | 26 | 6 | 49 |
Impairment Expense And Loss On Disposal Of Assets | 9 | 0 | 15 | 10 |
Total operating costs and expenses | 1,106 | 450 | 2,908 | 863 |
Income (loss) from operations | 297 | 15 | 947 | (152) |
Other income (expense) | ||||
Interest expense, net of capitalized interest | (186) | (148) | (539) | (330) |
Loss on early extinguishment of debt | (25) | (26) | (100) | (83) |
Derivative gain (loss), net | (2) | 30 | (37) | (242) |
Other income (expense) | 4 | 0 | 11 | (6) |
Total other expense | (209) | (144) | (665) | (661) |
Income (loss) before income taxes and non-controlling interest | 88 | (129) | 282 | (813) |
Income tax benefit (provision) | 2 | (2) | 1 | (2) |
Net income (loss) | 90 | (131) | 283 | (815) |
Less: net income (loss) attributable to non-controlling interest | 379 | (30) | 803 | (95) |
Net loss attributable to common stockholders | $ (289) | $ (101) | $ (520) | $ (720) |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.24) | $ (0.44) | $ (2.24) | $ (3.15) |
Weighted average number of common shares outstanding—basic and diluted | 232.6 | 228.9 | 232.5 | 228.5 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2017 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2016 | 238 | 238 | ||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2016 | 12.2 | 12.2 | ||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2016 | $ 839 | $ 1 | $ (374) | $ 3,211 | $ (4,234) | $ 2,235 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock to acquire additional interest in Cheniere Holdings, shares | 0 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings | 0 | $ 0 | $ 0 | 2 | 0 | (2) |
Issuances of restricted stock, shares | 0.1 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (0.2) | 0 | ||||
Forfeitures of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 25 | $ 0 | $ 0 | 25 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (0.1) | 0.1 | ||||
Shares repurchased related to share-based compensation | (4) | $ 0 | $ (4) | 0 | 0 | 0 |
Net income attributable to non-controlling interest | 803 | 0 | 0 | 0 | 0 | 803 |
Distributions to non-controlling interest | (60) | 0 | 0 | 0 | 0 | (60) |
Net loss | $ (520) | $ 0 | $ 0 | 0 | (520) | 0 |
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2017 | 237.8 | 237.8 | ||||
Treasury Stock, Shares, End of Period at Sep. 30, 2017 | 12.3 | 12.3 | ||||
Stockholders' Equity, End of Period at Sep. 30, 2017 | $ 1,083 | $ 1 | $ (378) | $ 3,238 | $ (4,754) | $ 2,976 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ 283 | $ (815) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 252 | 106 |
Share-based compensation expense | 64 | 85 |
Non-cash interest expense | 54 | 60 |
Amortization of debt issuance costs, deferred commitment fees, premium and discount | 53 | 45 |
Loss on early extinguishment of debt | 100 | 83 |
Total losses on derivatives, net | 108 | 269 |
Net cash used for settlement of derivative instruments | (59) | (34) |
Impairment Expense And Loss On Disposal Of Assets | 15 | 10 |
Other | (2) | 10 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (33) | (128) |
Accounts receivable—related party | (1) | 0 |
Inventory | 35 | (28) |
Accounts payable and accrued liabilities | 20 | 34 |
Deferred revenue | 58 | (3) |
Other, net | (52) | (13) |
Net cash provided by (used in) operating activities | 895 | (319) |
Cash flows from investing activities | ||
Property, plant and equipment, net | (2,903) | (3,449) |
Investment in equity method investment | (41) | 0 |
Other | 18 | (50) |
Net cash used in investing activities | (2,926) | (3,499) |
Cash flows from financing activities | ||
Proceeds from issuances of debt | 6,537 | 8,308 |
Repayments of debt | (3,609) | (4,181) |
Debt issuance and deferred financing costs | (85) | (117) |
Distributions and dividends to non-controlling interest | (60) | (60) |
Payments related to tax withholdings for share-based compensation | (4) | (19) |
Net cash provided by financing activities | 2,779 | 3,931 |
Net increase in cash, cash equivalents and restricted cash | 748 | 113 |
Cash, cash equivalents and restricted cash—beginning of period | 1,827 | 1,736 |
Cash, cash equivalents and restricted cash—end of period | $ 2,575 | $ 1,849 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheet - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Balances per Consolidated Balance Sheet: | ||||
Cash and cash equivalents | $ 919 | $ 876 | ||
Restricted cash | 1,590 | 860 | ||
Non-current restricted cash | 66 | 91 | ||
Total cash, cash equivalents and restricted cash | $ 2,575 | $ 1,827 | $ 1,849 | $ 1,736 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | NATURE OF OPERATIONS AND BASIS OF PRESENTATION We are currently developing and constructing two natural gas liquefaction and export facilities. The Sabine Pass LNG terminal is located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners is developing, constructing and operating natural gas liquefaction facilities (the “SPL Project”) at the Sabine Pass LNG terminal adjacent to the existing regasification facilities (described below) through a wholly owned subsidiary, SPL. Cheniere Partners plans to construct up to six Trains, which are in various stages of development, construction and operations. Trains 1 through 3 are operational, Train 4 became operational in October 2017, Train 5 is under construction and Train 6 is being commercialized and has all necessary regulatory approvals in place. In the second quarter of 2016, we started production at the SPL Project and began recognizing LNG revenues, which include fees that are received pursuant to our long-term SPAs and our integrated LNG marketing activities and other related revenues. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, and a 94 -mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines owned by Cheniere Partners’ wholly owned subsidiary, CTPL. Regasification revenues include LNG regasification capacity reservation fees that are received from our two long-term TUA customers. We also recognize tug services fees, which were historically included in regasification revenues but are now included within other revenues on our Consolidated Statements of Operations, that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. We are developing and constructing a second natural gas liquefaction and export facility at the Corpus Christi LNG terminal, which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a pipeline facility (collectively, the “CCL Project”) through wholly owned subsidiaries CCL and CCP, respectively. The CCL Project is being developed in two stages for up to three Trains. Trains 1 and 2 are currently under construction, and Train 3 is being commercialized and has all necessary regulatory approvals in place. Additionally, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project and recently amended our regulatory filings with FERC to incorporate a project design change, from two Trains with an expected aggregate nominal production capacity of approximately 9.0 mtpa to up to seven midscale Trains with an expected aggregate nominal production capacity of approximately 9.5 mtpa. We remain focused on leveraging infrastructure through the expansion of our existing sites. We are also in various stages of developing other projects, including infrastructure projects in support of natural gas supply and LNG demand, which, among other things, will require acceptable commercial and financing arrangements before we make a final investment decision (“FID”) . 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 and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2016 . In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. Results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2017 . During the first quarter of 2017, we finalized 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 revised the way we manage our business, which resulted in a change to our reportable segments. We previously had two reportable segments: LNG terminal segment and LNG and natural gas marketing segment. We have now determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of September 30, 2017 and December 31, 2016 , restricted cash consisted of the following (in millions): September 30, December 31, 2017 2016 Current restricted cash SPL Project $ 579 $ 358 CQP and cash held by guarantor subsidiaries 816 247 CCL Project 117 197 Cash held by our subsidiaries restricted to Cheniere 78 58 Total current restricted cash $ 1,590 $ 860 Non-current restricted cash SPL Project $ 48 $ — CCL Project — 73 Other 18 18 Total non-current restricted cash $ 66 $ 91 |
Accounts and Other Receivables
Accounts and Other Receivables | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of September 30, 2017 and December 31, 2016 , accounts and other receivables consisted of the following (in millions): September 30, December 31, 2017 2016 Trade receivables SPL $ 154 $ 88 Cheniere Marketing 87 121 Other accounts receivable 23 9 Total accounts and other receivables $ 264 $ 218 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, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of September 30, 2017 and December 31, 2016 , inventory consisted of the following (in millions): September 30, December 31, 2017 2016 Natural gas $ 16 $ 15 LNG 24 50 LNG in-transit 45 58 Materials and other 48 37 Total inventory $ 133 $ 160 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consists of LNG terminal costs and fixed assets and other, as follows (in millions): September 30, December 31, 2017 2016 LNG terminal costs LNG terminal $ 10,548 $ 7,978 LNG terminal construction-in-process 13,461 12,995 LNG site and related costs 86 41 Accumulated depreciation (784 ) (555 ) Total LNG terminal costs, net 23,311 20,459 Fixed assets and other Computer and office equipment 14 13 Furniture and fixtures 18 17 Computer software 89 85 Leasehold improvements 41 43 Land 59 61 Other 17 22 Accumulated depreciation (83 ) (65 ) Total fixed assets and other, net 155 176 Property, plant and equipment, net $ 23,466 $ 20,635 Depreciation expense was $91 million and $49 million in the three months ended September 30, 2017 and 2016 , respectively, and $250 million and $105 million in the nine months ended September 30, 2017 and 2016 , respectively. We realized offsets to LNG terminal costs of $82 million and $68 million in the three months ended September 30, 2017 and 2016 , respectively, and $252 million and $214 million in the nine months ended September 30, 2017 and 2016 , respectively, that were related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Train of the SPL Project , during the testing phase for its construction. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
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 credit facilities (“Interest Rate Derivatives”) ; • commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project and the CCL Project (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (collectively, 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 to the extent not utilized for the commissioning process. The following table (in millions) 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, 2017 and December 31, 2016 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2017 December 31, 2016 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 $ — $ — $ — $ — $ — $ (6 ) $ — $ (6 ) CQP Interest Rate Derivatives asset — 14 — 14 — 13 — 13 CCH Interest Rate Derivatives liability — (79 ) — (79 ) — (86 ) — (86 ) Liquefaction Supply Derivatives asset (liability) — (1 ) 29 28 (4 ) (2 ) 79 73 LNG Trading Derivatives asset (liability) (21 ) — — (21 ) 2 (5 ) — (3 ) FX Derivatives asset (liability) — — — — — — — — There have been no changes to our evaluation of and accounting for our derivative positions during the nine months ended September 30, 2017 . See Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016 for additional information. 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 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 value of our FX Derivatives with a market approach using observable FX rates and other relevant data. 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 satisfaction of conditions precedent, including completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas supply contracts as of the reporting date. The fair value of substantially all of 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 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, 2017 and December 31, 2016 , some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2017 : Net Fair Value Asset (in millions) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $29 Income Approach Basis Spread $(0.370) - $0.081 The following table (in millions) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Balance, beginning of period $ 40 $ 22 $ 79 $ 32 Realized and mark-to-market losses: Included in cost of sales (1) (8 ) (11 ) (43 ) (20 ) Purchases and settlements: Purchases (1 ) 1 1 1 Settlements (1) (2 ) — (8 ) (1 ) Balance, end of period $ 29 $ 12 $ 29 $ 12 Change in unrealized gains relating to instruments still held at end of period $ (8 ) $ (11 ) $ (43 ) $ (20 ) (1) Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the nine months ended September 30, 2016 . Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Our derivative instruments are subject to contractual provisions which provide for the unconditional right of set-off for all derivative assets and liabilities with a given counterparty in the event of default. Interest Rate Derivatives SPL had 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”) . In March 2017, SPL settled the SPL Interest Rate Derivatives and recognized a derivative loss of $7 million in conjunction with the termination of approximately $1.6 billion of commitments under the 2015 SPL Credit Facilities , as discussed in Note 10—Debt . 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”) . In May 2017, CCH settled a portion of the CCH Interest Rate Derivatives and recognized a derivative loss of $13 million in conjunction with the termination of approximately $ 1.4 billion of commitments under the 2015 CCH Credit Facility, as discussed in Note 10—Debt . During the nine months ended September 30, 2017 , there were no changes to the terms of the interest rate swaps (“CQP Interest Rate Derivatives”) entered into by CQP to hedge a portion of the variable interest payments on the credit facilities it entered into in February 2016 (the “2016 CQP Credit Facilities”) . See Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016 for additional information. As of September 30, 2017 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CQP Interest Rate Derivatives $225 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR CCH Interest Rate Derivatives $29 million $4.9 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR The following table (in millions) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: September 30, 2017 December 31, 2016 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 assets $ — $ 3 $ — $ 3 $ — $ — $ — $ — Non-current derivative assets — 11 — 11 — 16 — 16 Total derivative assets — 14 — 14 — 16 — 16 Derivative liabilities — — (30 ) (30 ) (4 ) (3 ) (43 ) (50 ) Non-current derivative liabilities — — (49 ) (49 ) (2 ) — (43 ) (45 ) Total derivative liabilities — — (79 ) (79 ) (6 ) (3 ) (86 ) (95 ) Derivative asset (liability), net $ — $ 14 $ (79 ) $ (65 ) $ (6 ) $ 13 $ (86 ) $ (79 ) The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 SPL Interest Rate Derivatives gain (loss) $ — $ 3 $ (2 ) $ (13 ) CQP Interest Rate Derivatives gain (loss) 1 7 — (13 ) CCH Interest Rate Derivatives gain (loss) (3 ) 20 (35 ) (216 ) Commodity Derivatives The following table (in millions, except notional amount) shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets: September 30, 2017 December 31, 2016 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Balance Sheet Location Derivative assets $ 8 $ 1 $ 9 $ 13 $ 7 $ 20 Non-current derivative assets 26 — 26 67 — 67 Total derivative assets 34 1 35 80 7 87 Derivative liabilities (4 ) (21 ) (25 ) (7 ) (10 ) (17 ) Non-current derivative liabilities (2 ) (1 ) (3 ) — — — Total derivative liabilities (6 ) (22 ) (28 ) (7 ) (10 ) (17 ) Derivative asset (liability), net $ 28 $ (21 ) $ 7 $ 73 $ (3 ) $ 70 Notional amount (in TBtu) (3) 1,911 20 1,117 — (1) Does not include collateral of $2 million and $6 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 , respectively. (2) Does not include collateral of $42 million and $10 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 , respectively. (3) SPL had secured up to approximately 2,462 TBtu and 1,994 TBtu and CCL has secured up to approximately 362 TBtu and zero TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2017 and December 31, 2016 , respectively. The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended Statement of Operations Location (1) September 30, September 30, 2017 2016 2017 2016 LNG Trading Derivatives gain (loss) LNG revenues $ (16 ) $ 9 $ (20 ) $ (3 ) Liquefaction Supply Derivatives loss (2) Cost of sales 11 11 51 23 (1) Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument. (2) Does not include the realized value associated with derivative instruments that settle through physical delivery. FX Derivatives The following table (in millions) 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, 2017 December 31, 2016 FX Derivatives Derivative assets $ — $ 4 FX Derivatives Derivative liabilities — (4 ) The total notional amount of our FX Derivatives was $7 million and $11 million as of September 30, 2017 and December 31, 2016 , respectively. The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2017 2016 2017 2016 FX Derivatives loss LNG revenues $ — $ (1 ) $ — $ (1 ) Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in millions) 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, 2017 CQP Interest Rate Derivatives $ 14 $ — $ 14 CCH Interest Rate Derivatives (80 ) 1 (79 ) Liquefaction Supply Derivatives 35 (1 ) 34 Liquefaction Supply Derivatives (8 ) 2 (6 ) LNG Trading Derivatives 2 (1 ) 1 LNG Trading Derivatives (24 ) 2 (22 ) As of December 31, 2016 SPL Interest Rate Derivatives $ (6 ) $ — $ (6 ) CQP Interest Rate Derivatives 16 — 16 CQP Interest Rate Derivatives (3 ) — (3 ) CCH Interest Rate Derivatives (95 ) 9 (86 ) Liquefaction Supply Derivatives 82 (2 ) 80 Liquefaction Supply Derivatives (11 ) 4 (7 ) LNG Trading Derivatives 21 (15 ) 6 LNG Trading Derivatives (17 ) 8 (9 ) FX Derivatives 5 (1 ) 4 FX Derivatives (4 ) — (4 ) |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of September 30, 2017 and December 31, 2016 , other non-current assets, net consisted of the following (in millions): September 30, December 31, 2017 2016 Advances made under EPC and non-EPC contracts $ 21 $ 69 Advances made to municipalities for water system enhancements 97 99 Advances and other asset conveyances to third parties to support LNG terminals 49 53 Tax-related payments and receivables 40 31 Equity method investments 64 10 Cost method investments 5 5 Other 22 35 Total other non-current assets, net $ 298 $ 302 Equity Method Investments As of December 31, 2016 , our equity method investments consisted of interests in privately-held companies. During the second quarter of 2017, we acquired an equity interest in Midship Holdings, LLC (“Midship Holdings”), which manages the business and affairs of Midship Pipeline Company, LLC (“Midship Pipeline”). Midship Pipeline is pursuing the development, construction, operation and maintenance of an approximately 230 -mile natural gas pipeline project (the “Midship Project”) that connects new production in the Anadarko Basin to Gulf Coast markets. Midship Holdings entered into agreements with investment funds managed by EIG Global Energy Partners (“EIG”) under which EIG-managed funds committed to make an investment of up to $500 million (the “EIG Investment”) in the Midship Project, subject to the terms and conditions contained in the applicable agreements. The EIG Investment, when combined with equity contributed by us, is intended to ensure the Midship Project has the equity funding expected to be required to develop and construct the project. Midship Holdings requires acceptable financing arrangements and regulatory and other approvals before construction of the proposed Midship Project commences. We have determined that Midship Holdings is a variable interest entity (“VIE”) because it is thinly capitalized at formation such that the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support. We do not consolidate Midship Holdings because we do not have power to direct the activities that most significantly impact its economic performance. We continually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause a change in our identification of a VIE or determination of the primary beneficiary to a VIE. We account for our investment in Midship Holdings under the equity method as we have the ability to exercise significant influence over the operating and financial policies of Midship Holdings through our non-controlling voting rights on its board of managers. Our investment in Midship Holdings at September 30, 2017 was $55 million . Obligations to make additional investments in Midship Holdings are not significant and we have not provided financial support to Midship Holdings beyond amounts contractually required. Cheniere LNG O&M Services, LLC (“O&M Services”), our wholly owned subsidiary, provides the development, construction, operation and maintenance services associated with the Midship Project pursuant to agreements in which O&M Services receives an agreed upon fee and reimbursement of costs incurred. O&M Services recorded $1 million and $2 million of income in other—related party during the three and nine months ended September 30, 2017 , respectively, and $1 million of accounts receivable—related party as of September 30, 2017 for services provided to Midship Pipeline under these agreements. CCL has entered into transportation precedent agreements with Midship Pipeline to secure firm pipeline transportation capacity for a period of 10 years following commencement of the Midship Project. Cost Method Investments Our cost method investments consist of interests in privately-held companies without a readily determinable fair value. The Company’s cost method investments are assessed for impairment quarterly. We determined that it is not practicable to estimate the fair value of these investments on a regular basis and do not reassess the fair value of cost method investments if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. We did not identify events or changes in circumstances that may have a significant adverse effect on the fair value of these investments during the three and nine months ended September 30, 2017 . |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST As of September 30, 2017 and December 31, 2016 , we owned 82.7% and 82.6% , respectively, of Cheniere Holdings as well as the director voting share, with the remaining non-controlling interest held by the public. As a result of the mandatory conversion of Cheniere Partners’ Class B units on August 2, 2017, as of September 30, 2017 , Cheniere Holdings owned a 48.6% limited partner interest in Cheniere Partners in the form of 104.5 million common units and 135.4 million subordinated units, with the remaining non-controlling interest held by Blackstone CQP Holdco LP ( “Blackstone CQP Holdco” ) and the public. Prior to the conversion, as of December 31, 2016 , Cheniere Holdings owned 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 and the public. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. Both Cheniere Holdings and Cheniere Partners are accounted for as variable interest entities. For further information regarding variable interest entities, refer to our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016 . |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of September 30, 2017 and December 31, 2016 , accrued liabilities consisted of the following (in millions): September 30, December 31, 2017 2016 Interest costs and related debt fees $ 220 $ 273 Compensation and benefits 110 56 LNG terminals and related pipeline costs 359 284 Other accrued liabilities 33 24 Total accrued liabilities $ 722 $ 637 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of September 30, 2017 and December 31, 2016 , our debt consisted of the following (in millions): September 30, December 31, 2017 2016 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7 $ 2,006 $ 2,007 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5 and $6 1,505 1,506 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”), net of unamortized discount of $1 and zero 1,349 — 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 — 2015 SPL Credit Facilities — 314 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 — 2016 CQP Credit Facilities 1,090 2,560 CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250 1,250 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500 1,500 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500 — 2015 CCH Credit Facility 2,151 2,381 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,270 1,171 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $127 and $146 1,006 960 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $315 and $317 310 308 $750 million Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized debt issuance costs (314 ) (269 ) Total long-term debt, net 24,923 21,688 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — 224 $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Cheniere Marketing trade finance facilities 41 23 Total current debt 41 247 Total debt, net $ 24,964 $ 21,935 2017 Debt Issuances and Redemptions SPL Senior Notes In February 2017, SPL issued an aggregate principal amount of $800 million of the 2037 SPL Senior Notes on a private placement basis in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended. In March 2017, SPL issued an aggregate principal amount of $1.35 billion , before discount, of the 2028 SPL Senior Notes . Net proceeds of the offerings of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes were $789 million and $1.33 billion , respectively, after deducting the initial purchasers’ commissions (for the 2028 SPL Senior Notes ) and estimated fees and expenses. The net proceeds of the 2037 SPL Senior Notes , after provisioning for incremental interest required during construction, were used to repay the then outstanding borrowings of $369 million under the 2015 SPL Credit Facilities and, along with the net proceeds of the 2028 SPL Senior Notes , the remainder is 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 . In connection with the issuance of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , SPL terminated the remaining available balance of $1.6 billion under the 2015 SPL Credit Facilities , resulting in a write-off of debt issuance costs associated with the 2015 SPL Credit Facilities of $42 million during the nine months ended September 30, 2017 . The 2037 SPL Senior Notes and the 2028 SPL Senior Notes accrue interest at fixed rates of 5.00% and 4.200% , respectively, and interest is payable semi-annually in arrears. The 2037 SPL Senior Notes are governed by an indenture which contains customary terms and events of default and certain covenants that, among other things, limit SPL’s ability and the ability of SPL’s restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of SPL’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of SPL’s assets and enter into certain LNG sales contracts. The 2028 SPL Senior Notes are governed by the same common indenture as the senior notes of SPL other than the 2037 SPL Senior Notes , which also contains customary terms and events of default, covenants and redemption terms. At any time prior to six months before the respective dates of maturity of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , SPL may redeem all or part of such notes at a redemption price equal to the “optional redemption” price for the 2037 SPL Senior Notes or the “make-whole” price for the 2028 SPL Senior Notes , as set forth in the respective indentures governing the notes, plus accrued and unpaid interest, if any, to the date of redemption. SPL may also, at any time within six months of the respective maturity dates for the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , redeem all or part of such notes at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. 2025 CQP Senior Notes In September 2017, CQP issued an aggregate principal amount of $1.5 billion of the 2025 CQP Senior Notes , which are jointly and severally guaranteed by each of CQP’s subsidiaries other than SPL and, subject to certain conditions governing the release of its guarantee, Sabine Pass LNG-LP, LLC (the “CQP Guarantors”) . Net proceeds of the offering of approximately $1.5 billion , after deducting the initial purchasers’ commissions and estimated fees and expenses, were used to prepay a portion of the outstanding indebtedness under the 2016 CQP Credit Facilities , resulting in a write-off of debt issuance costs associated with the 2016 CQP Credit Facilities of $25 million during the nine months ended September 30, 2017 . Borrowings under the 2025 CQP Senior Notes accrue interest at a fixed rate of 5.250% , and interest on the 2025 CQP Senior Notes is payable semi-annually in arrears. The 2025 CQP Senior Notes are governed by an indenture (the “CQP Indenture”) , which contains customary terms and events of default and certain covenants that, among other things, limit the ability of CQP and the CQP Guarantors to incur liens and sell assets, enter into transactions with affiliates, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets. At any time prior to October 1, 2020, CQP may redeem all or a part of the 2025 CQP Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the 2025 CQP Senior Notes redeemed, plus the “applicable premium” set forth in the CQP Indenture , plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 1, 2020, CQP may redeem up to 35% of the aggregate principal amount of the 2025 CQP Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 105.250% of the aggregate principal amount of the 2025 CQP Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. CQP also may at any time on or after October 1, 2020 through the maturity date of October 1, 2025, redeem the 2025 CQP Senior Notes , in whole or in part, at the redemption prices set forth in the CQP Indenture . The 2025 CQP Senior Notes are CQP’s senior obligations, ranking equally in right of payment with CQP’s other existing and future unsubordinated debt and senior to any of its future subordinated debt. The 2025 CQP Senior Notes will be secured alongside the 2016 CQP Credit Facilities on a first-priority basis (subject to permitted encumbrances) with liens on (1) substantially all the existing and future tangible and intangible assets and rights of CQP and the CQP Guarantors and equity interests in the CQP Guarantors (except, in each case, for certain excluded properties set forth in the 2016 CQP Credit Facilities ) and (2) substantially all of the real property of SPLNG (except for excluded properties referenced in the 2016 CQP Credit Facilities ). Upon the release of the liens securing the 2025 CQP Senior Notes , the limitation on liens covenant under the CQP Indenture will continue to govern the incurrence of liens by CQP and the CQP Guarantors . In connection with the closing of the sale of the 2025 CQP Senior Notes , CQP and the CQP Guarantors entered into a registration rights agreement (the “CQP Registration Rights Agreement”) . Under the CQP Registration Rights Agreement , CQP and the CQP Guarantors have agreed to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2025 CQP Senior Notes for a like aggregate principal amount of debt securities of CQP with terms identical in all material respects to the 2025 CQP 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 September 18, 2017. Under specified circumstances, CQP and the CQP Guarantors have also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the 2025 CQP Senior Notes . CQP will be obligated to pay additional interest on the 2025 CQP Senior Notes if it fails to comply with its obligation to register the 2025 CQP Senior Notes within the specified time period. 2027 CCH Senior Notes In May 2017, CCH issued an aggregate principal amount of $1.5 billion of the 2027 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 “CCH Guarantors”) . Net proceeds of the offering of approximately $1.4 billion , after deducting commissions, fees and expenses and provisioning for incremental interest required under the 2027 CCH Senior Notes during construction, were used to prepay a portion of the outstanding borrowings under the 2015 CCH Credit Facility , resulting in a write-off of debt issuance costs associated with the 2015 CCH Credit Facility of $33 million during the nine months ended September 30, 2017 . Borrowings under the 2027 CCH Senior Notes accrue interest at a fixed rate of 5.125% , and interest on the 2027 CCH Senior Notes is payable semi-annually in arrears. The 2027 CCH Senior Notes are governed by the same common indenture as the other senior notes of CCH (the “CCH Indenture”) , which contains customary terms and events of default, covenants and redemption terms. At any time prior to January 1, 2027, CCH may redeem all or a part of the 2027 CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture , plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time on or after January 1, 2027 through the maturity date of June 30, 2027, redeem the 2027 CCH Senior Notes , in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In connection with the closing of the sale of the 2027 CCH Senior Notes , CCH and the CCH Guarantors entered into a registration rights agreement (the “CCH Registration Rights Agreement”) . Under the CCH Registration Rights Agreement , CCH and the CCH Guarantors have agreed, and any future guarantors of the 2027 CCH Senior Notes will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2027 CCH Senior Notes for a like aggregate principal amount of debt securities of CCH with terms identical in all material respects to the 2027 CCH Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), within 360 days after May 19, 2017. Under specified circumstances, CCH and the CCH Guarantors have also agreed, and any future guarantors of the 2027 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 2027 CCH Senior Notes . CCH will be obligated to pay additional interest on the 2027 CCH Senior Notes if it fails to comply with its obligation to register the 2027 CCH Senior Notes within the specified time period. Cheniere Revolving Credit Facility In March 2017, we entered into the Cheniere Revolving Credit Facility that may be used to fund, through loans and letters of credit, equity capital contributions to CCH HoldCo II and its subsidiaries for the development of the CCL Project and, provided that certain conditions are met, for general corporate purposes. No advances or letters of credit under the Cheniere Revolving Credit Facility were available until either (1) Cheniere’s unrestricted cash and cash equivalents are less than $500 million or (2) Train 4 of the SPL Project has achieved substantial completion. We incurred $16 million of debt issuance costs related to the Cheniere Revolving Credit Facility during the nine months ended September 30, 2017 . Loans under the Cheniere Revolving Credit Facility accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of (1) the prime rate, (2) the federal funds rate plus 0.50% and (3) one month LIBOR plus 1.00% ), plus the applicable margin. The applicable margin for LIBOR loans is 3.25% per annum, and the applicable margin for base rate loans is 2.25% per annum. Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each calendar quarter. We will also pay (1) a commitment fee on the average daily amount of undrawn commitments at an annual rate of 0.75% , payable quarterly in arrears, and (2) a letter of credit fee at an annual rate equal to the applicable margin for LIBOR loans on the undrawn portion of all letters of credit issued under the Cheniere Revolving Credit Facility . Draws on any letters of credit will accrue interest at an annual rate equal to the base rate plus 2.0% . The Cheniere Revolving Credit Facility matures on March 2, 2021 and contains representations, warranties and affirmative and negative covenants customary for companies like Cheniere with lenders of the type participating in the Cheniere Revolving Credit Facility that limit our ability to make restricted payments, including distributions, unless certain conditions are satisfied, as well as limitations on indebtedness, guarantees, hedging, liens, investments and affiliate transactions. Under the Cheniere Revolving Credit Facility , we are required to ensure that the sum of our unrestricted cash and the amount of undrawn commitments under the Cheniere Revolving Credit Facility is at least equal to the lesser of (1) 20% of the commitments under the Cheniere Revolving Credit Facility and (2) $100 million . The Cheniere Revolving Credit Facility is secured by a first priority security interest (subject to permitted liens and other customary exceptions) in substantially all of our assets, including our interests in our direct subsidiaries (excluding CCH HoldCo II). Credit Facilities Below is a summary (in millions) of our credit facilities outstanding as of September 30, 2017 : SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Outstanding balance — 1,090 2,151 — — Commitments prepaid or terminated — 1,470 3,832 — — Letters of credit issued 721 50 — 163 — Available commitment $ 479 $ 190 $ 2,421 $ 187 $ 750 Interest rate 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) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% LIBOR plus 3.25% or base rate plus 2.25% Maturity 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 December 14, 2021, with various terms for underlying loans March 2, 2021 (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 the completion of Trains 1 and 2 of the CCL Project as defined in the common terms agreement. Convertible Notes Below is a summary (in millions) of our convertible notes outstanding as of September 30, 2017 : 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 1,000 $ 625 Debt component, net of discount $ 1,006 $ 1,270 $ 310 Equity component $ 205 $ — $ 194 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) 8.2 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (9) 3.7 years 3.0 years 27.5 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) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (9) 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 millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest cost on convertible notes: Interest per contractual rate $ 55 $ 51 $ 162 $ 150 Amortization of debt discount 8 7 22 24 Amortization of debt issuance costs 2 1 5 4 Total interest cost related to convertible notes 65 59 189 178 Interest cost on debt excluding convertible notes 324 282 931 773 Total interest cost 389 341 1,120 951 Capitalized interest (203 ) (193 ) (581 ) (621 ) Total interest expense, net $ 186 $ 148 $ 539 $ 330 Fair Value Disclosures The following table (in millions) shows the carrying amount and estimated fair value of our debt: September 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes, net of premium or discount (1) $ 18,610 $ 20,140 $ 14,263 $ 15,210 2037 SPL Senior Notes (2) 800 844 — — Credit facilities (3) 3,282 3,282 5,502 5,502 2021 Cheniere Convertible Unsecured Notes, net of discount (2) 1,006 1,096 960 983 2025 CCH HoldCo II Convertible Senior Notes (2) 1,270 1,502 1,171 1,328 2045 Cheniere Convertible Senior Notes, net of discount (4) 310 437 308 375 (1) Includes 2021 SPL Senior Notes , 2022 SPL Senior Notes , 2023 SPL Senior Notes , 2024 SPL Senior Notes , 2025 SPL Senior Notes , 2026 SPL Senior Notes , 2027 SPL Senior Notes , 2028 SPL Senior Notes , 2025 CQP Senior Notes , 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. (2) 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. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility , 2016 CQP Credit Facilities , 2015 CCH Credit Facility , CCH Working Capital Facility , Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities . 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. (4) 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, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | RESTRUCTURING EXPENSE During 2015 and 2016, we initiated and implemented 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. These organizational initiatives were completed as of the first quarter of 2017. As a result of these efforts, we recorded $6 million during the nine months ended September 30, 2017 and $26 million and $49 million during the three and nine months ended September 30, 2016 , respectively, of restructuring charges and other costs associated with restructuring and operational efficiency initiatives for which the majority of these charges required cash expenditure. Included in these amounts were $3 million for share-based compensation during the nine months ended September 30, 2017 and $21 million and $43 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 December 31, 2016 , we had $6 million of accrued restructuring charges and other costs that were recorded as part of accrued liabilities on our Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Due to our cumulative loss position and historical net operating losses (“NOLs”) , we have recorded a full valuation allowance against our U.S. deferred tax assets at September 30, 2017 and December 31, 2016 . Accordingly, the Company has not recorded a provision for federal or state income taxes during the three and nine months ended September 30, 2017 and 2016 . Any provision recorded in the accompanying Consolidated Financial Statements is for foreign income taxes. We experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares that may cause an additional ownership change, which may ultimately affect our ability to fully utilize our existing NOL carryforwards. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have granted stock, restricted stock, restricted stock units, performance stock units, 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, 2011 Incentive Plan, as amended (the “2011 Plan”) , the 2015 Long-Term Cash Incentive Plan and the 2015 Employee Inducement Incentive Plan. In January 2017, the issuance of awards with respect to 7.8 million shares of common stock available for issuance under the 2011 Plan was approved at a special meeting of our shareholders. In February 2017, our Board of Directors approved the award of 0.9 million restricted stock units and 0.2 million target performance stock units under the 2011 Plan to certain employees as part of the Long-Term Incentive program implemented in 2017. Restricted stock unit awards vest ratably over a three -year service period on each of the first, second and third anniversaries of the grant date, subject to forfeiture upon termination except in certain events and acceleration upon certain events including death or disability. Performance stock units provide for three -year cliff vesting with payouts based on the Company’s cumulative distributable cash flow per share from January 1, 2018 through December 31, 2019 compared to a pre-established performance target. The number of shares that may be earned at the end of the vesting period ranges from 50 to 200 percent of the target award amount if the threshold performance is met. Both restricted stock units and performance stock units will be settled in shares of Cheniere common stock and are classified as equity awards. Total share-based compensation consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Share-based compensation: Equity awards $ 10 $ 7 $ 25 $ 37 Liability awards 12 33 56 61 Total share-based compensation 22 40 81 98 Capitalized share-based compensation (4 ) (7 ) (17 ) (13 ) Total share-based compensation expense $ 18 $ 33 $ 64 $ 85 For further discussion of our equity incentive plans, see Note 15—Share-Based Compensation of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2016 . |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2017 | |
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 dilutive effect of stock options and unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. The following table (in millions, except per share data) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Weighted average common shares outstanding: Basic 232.6 228.9 232.5 228.5 Dilutive unvested stock — — — — Diluted 232.6 228.9 232.5 228.5 Basic and diluted net loss per share attributable to common stockholders $ (1.24 ) $ (0.44 ) $ (2.24 ) $ (3.15 ) Potentially dilutive securities that were not included in the diluted net loss per share computations because their effects would have been anti-dilutive were as follows (in millions): Three And Nine Months Ended September 30, 2017 2016 Stock options and unvested stock (1) 1.5 0.8 Convertible notes (2) 16.8 16.2 Total potentially dilutive common shares 18.3 17.0 (1) Does not include 5.1 million shares for each of the three and nine months ended September 30, 2017 and 2016 of unvested stock because the performance conditions had not yet been satisfied as of September 30, 2017 and 2016 , respectively. (2) Includes number of shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes . 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, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We have 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, 2017 , are not recognized as liabilities. 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, 2017 and December 31, 2016 , there were no liabilities recognized under these guarantee arrangements. Legal Proceedings We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. 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 Federal Suit”). CLNGT asserted claims in the Texas Federal 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 Federal 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. 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 Federal 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. On July 27, 2017, the Parallax entities named as defendants in the Texas Federal Suit reurged their motion to dismiss and simultaneously filed counterclaims against CLNGT and third party claims against us for breach of contract, breach of fiduciary duty, promissory estoppel, quantum meruit, and fraudulent inducement of the Secured Note and Pledge Agreement, based on substantially the same factual allegations Parallax Enterprises made in the Louisiana Suit. These Parallax entities also simultaneously filed an action styled Cause No. 2017-49685, Parallax Enterprises, LLC, et al. v. Cheniere Energy, Inc., et al., in the 61st District Court of Harris County, Texas (the “Texas State Suit”), which asserts substantially the same claims these entities asserted in the Texas Federal Suit. On July 31, 2017, CLNGT withdrew its opposition to the dismissal of the Texas Federal Suit without prejudice on jurisdictional grounds and the federal court subsequently dismissed the Texas Federal Suit without prejudice. We and CLNGT simultaneously filed an answer and counterclaims in the Texas State Suit, asserting the same claims CLNGT had previously asserted in the Texas Federal Suit. Additionally, CLNGT filed third party claims against Parallax principals Martin Houston, Christopher Bowen Daniels, Howard Candelet, and Mark Evans, as well as Tellurian Investments, Inc., Driftwood LNG, LLC, Driftwood Pipeline, LLC and Tellurian Services, LLC f/k/a Parallax Services LLC, including claims for tortious interference with CLNGT’s collateral rights under the Secured Note and Pledge Agreement. The Parallax entities have filed an application for a preliminary injunction prohibiting CLNGT from foreclosing on any of the Parallax entities’ assets pending resolution of the Texas State Suit. The Parallax Entities’ temporary injunction application is presently set for a hearing on November 17, 2017. Discovery in the Texas State Suit is ongoing. We do not expect that the resolution of this litigation will have a material adverse impact on our financial results. |
Customer Concentration
Customer Concentration | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | CUSTOMER CONCENTRATION The following table shows customers with revenues of 10% or greater of total third-party revenues and customers with accounts receivable balances of 10% or greater of total accounts receivable from third parties: Percentage of Total Third-Party Revenues Percentage of Accounts Receivable from Third Parties Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Customer A 19% 37% 25% 36% 22% 34% Customer B 14% * 13% * 18% 21% Customer C 20% —% 10% —% 19% —% Customer D 20% —% 19% —% 18% —% Customer E * 16% * 16% —% —% Customer F * 10% * * * * Customer G * —% * —% —% 28% Customer H —% —% —% —% —% 12% * Less than 10% |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table (in millions) provides supplemental disclosure of cash flow information: Nine Months Ended September 30, 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 360 $ 30 Contribution of assets to equity method investment 14 — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $426 million and $491 million as of September 30, 2017 and 2016 , respectively. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. We plan to adopt this standard using the full retrospective approach. Preliminarily, we do not anticipate that the adoption will have a material impact upon our revenues. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. 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 2015-11, 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 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or 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 Upon adoption of this guidance, we made a cumulative effect adjustment to accumulated deficit for all excess tax benefits not previously recognized, offset by the change in valuation allowance, and for our election to account for forfeitures as they occur. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively. January 1, 2017 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. An entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability award are the same prior to and after the change. This guidance may be early adopted and must be adopted prospectively. June 30, 2017 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. |
Nature of Operations and Basi26
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Policy | 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 and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2016 . In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of September 30, 2017 and December 31, 2016 , restricted cash consisted of the following (in millions): September 30, December 31, 2017 2016 Current restricted cash SPL Project $ 579 $ 358 CQP and cash held by guarantor subsidiaries 816 247 CCL Project 117 197 Cash held by our subsidiaries restricted to Cheniere 78 58 Total current restricted cash $ 1,590 $ 860 Non-current restricted cash SPL Project $ 48 $ — CCL Project — 73 Other 18 18 Total non-current restricted cash $ 66 $ 91 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of September 30, 2017 and December 31, 2016 , accounts and other receivables consisted of the following (in millions): September 30, December 31, 2017 2016 Trade receivables SPL $ 154 $ 88 Cheniere Marketing 87 121 Other accounts receivable 23 9 Total accounts and other receivables $ 264 $ 218 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2017 and December 31, 2016 , inventory consisted of the following (in millions): September 30, December 31, 2017 2016 Natural gas $ 16 $ 15 LNG 24 50 LNG in-transit 45 58 Materials and other 48 37 Total inventory $ 133 $ 160 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consists of LNG terminal costs and fixed assets and other, as follows (in millions): September 30, December 31, 2017 2016 LNG terminal costs LNG terminal $ 10,548 $ 7,978 LNG terminal construction-in-process 13,461 12,995 LNG site and related costs 86 41 Accumulated depreciation (784 ) (555 ) Total LNG terminal costs, net 23,311 20,459 Fixed assets and other Computer and office equipment 14 13 Furniture and fixtures 18 17 Computer software 89 85 Leasehold improvements 41 43 Land 59 61 Other 17 22 Accumulated depreciation (83 ) (65 ) Total fixed assets and other, net 155 176 Property, plant and equipment, net $ 23,466 $ 20,635 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table (in millions) 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, 2017 and December 31, 2016 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2017 December 31, 2016 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 $ — $ — $ — $ — $ — $ (6 ) $ — $ (6 ) CQP Interest Rate Derivatives asset — 14 — 14 — 13 — 13 CCH Interest Rate Derivatives liability — (79 ) — (79 ) — (86 ) — (86 ) Liquefaction Supply Derivatives asset (liability) — (1 ) 29 28 (4 ) (2 ) 79 73 LNG Trading Derivatives asset (liability) (21 ) — — (21 ) 2 (5 ) — (3 ) FX Derivatives asset (liability) — — — — — — — — |
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, 2017 : Net Fair Value Asset (in millions) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $29 Income Approach Basis Spread $(0.370) - $0.081 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table (in millions) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Balance, beginning of period $ 40 $ 22 $ 79 $ 32 Realized and mark-to-market losses: Included in cost of sales (1) (8 ) (11 ) (43 ) (20 ) Purchases and settlements: Purchases (1 ) 1 1 1 Settlements (1) (2 ) — (8 ) (1 ) Balance, end of period $ 29 $ 12 $ 29 $ 12 Change in unrealized gains relating to instruments still held at end of period $ (8 ) $ (11 ) $ (43 ) $ (20 ) (1) Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the nine months ended September 30, 2016 |
Derivative Net Presentation on Consolidated Balance Sheets | The following table (in millions) 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, 2017 CQP Interest Rate Derivatives $ 14 $ — $ 14 CCH Interest Rate Derivatives (80 ) 1 (79 ) Liquefaction Supply Derivatives 35 (1 ) 34 Liquefaction Supply Derivatives (8 ) 2 (6 ) LNG Trading Derivatives 2 (1 ) 1 LNG Trading Derivatives (24 ) 2 (22 ) As of December 31, 2016 SPL Interest Rate Derivatives $ (6 ) $ — $ (6 ) CQP Interest Rate Derivatives 16 — 16 CQP Interest Rate Derivatives (3 ) — (3 ) CCH Interest Rate Derivatives (95 ) 9 (86 ) Liquefaction Supply Derivatives 82 (2 ) 80 Liquefaction Supply Derivatives (11 ) 4 (7 ) LNG Trading Derivatives 21 (15 ) 6 LNG Trading Derivatives (17 ) 8 (9 ) FX Derivatives 5 (1 ) 4 FX Derivatives (4 ) — (4 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2017 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CQP Interest Rate Derivatives $225 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR CCH Interest Rate Derivatives $29 million $4.9 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 millions) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: September 30, 2017 December 31, 2016 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 assets $ — $ 3 $ — $ 3 $ — $ — $ — $ — Non-current derivative assets — 11 — 11 — 16 — 16 Total derivative assets — 14 — 14 — 16 — 16 Derivative liabilities — — (30 ) (30 ) (4 ) (3 ) (43 ) (50 ) Non-current derivative liabilities — — (49 ) (49 ) (2 ) — (43 ) (45 ) Total derivative liabilities — — (79 ) (79 ) (6 ) (3 ) (86 ) (95 ) Derivative asset (liability), net $ — $ 14 $ (79 ) $ (65 ) $ (6 ) $ 13 $ (86 ) $ (79 ) |
Derivative Instruments, Gain (Loss) | The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 SPL Interest Rate Derivatives gain (loss) $ — $ 3 $ (2 ) $ (13 ) CQP Interest Rate Derivatives gain (loss) 1 7 — (13 ) CCH Interest Rate Derivatives gain (loss) (3 ) 20 (35 ) (216 ) |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in millions, except notional amount) shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets: September 30, 2017 December 31, 2016 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Balance Sheet Location Derivative assets $ 8 $ 1 $ 9 $ 13 $ 7 $ 20 Non-current derivative assets 26 — 26 67 — 67 Total derivative assets 34 1 35 80 7 87 Derivative liabilities (4 ) (21 ) (25 ) (7 ) (10 ) (17 ) Non-current derivative liabilities (2 ) (1 ) (3 ) — — — Total derivative liabilities (6 ) (22 ) (28 ) (7 ) (10 ) (17 ) Derivative asset (liability), net $ 28 $ (21 ) $ 7 $ 73 $ (3 ) $ 70 Notional amount (in TBtu) (3) 1,911 20 1,117 — (1) Does not include collateral of $2 million and $6 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 , respectively. (2) Does not include collateral of $42 million and $10 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 , respectively. (3) SPL had secured up to approximately 2,462 TBtu and 1,994 TBtu and CCL has secured up to approximately 362 TBtu and zero TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2017 and December 31, 2016 , respectively. |
Derivative Instruments, Gain (Loss) | The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended Statement of Operations Location (1) September 30, September 30, 2017 2016 2017 2016 LNG Trading Derivatives gain (loss) LNG revenues $ (16 ) $ 9 $ (20 ) $ (3 ) Liquefaction Supply Derivatives loss (2) Cost of sales 11 11 51 23 (1) Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument. (2) 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 millions) 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, 2017 December 31, 2016 FX Derivatives Derivative assets $ — $ 4 FX Derivatives Derivative liabilities — (4 ) |
Derivative Instruments, Gain (Loss) | The following table (in millions) 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, Statement of Operations Location 2017 2016 2017 2016 FX Derivatives loss LNG revenues $ — $ (1 ) $ — $ (1 ) |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of September 30, 2017 and December 31, 2016 , other non-current assets, net consisted of the following (in millions): September 30, December 31, 2017 2016 Advances made under EPC and non-EPC contracts $ 21 $ 69 Advances made to municipalities for water system enhancements 97 99 Advances and other asset conveyances to third parties to support LNG terminals 49 53 Tax-related payments and receivables 40 31 Equity method investments 64 10 Cost method investments 5 5 Other 22 35 Total other non-current assets, net $ 298 $ 302 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2017 and December 31, 2016 , accrued liabilities consisted of the following (in millions): September 30, December 31, 2017 2016 Interest costs and related debt fees $ 220 $ 273 Compensation and benefits 110 56 LNG terminals and related pipeline costs 359 284 Other accrued liabilities 33 24 Total accrued liabilities $ 722 $ 637 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of September 30, 2017 and December 31, 2016 , our debt consisted of the following (in millions): September 30, December 31, 2017 2016 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7 $ 2,006 $ 2,007 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5 and $6 1,505 1,506 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”), net of unamortized discount of $1 and zero 1,349 — 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 — 2015 SPL Credit Facilities — 314 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 — 2016 CQP Credit Facilities 1,090 2,560 CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250 1,250 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500 1,500 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500 — 2015 CCH Credit Facility 2,151 2,381 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,270 1,171 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $127 and $146 1,006 960 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $315 and $317 310 308 $750 million Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized debt issuance costs (314 ) (269 ) Total long-term debt, net 24,923 21,688 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — 224 $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Cheniere Marketing trade finance facilities 41 23 Total current debt 41 247 Total debt, net $ 24,964 $ 21,935 |
Schedule of Line of Credit Facilities | Below is a summary (in millions) of our credit facilities outstanding as of September 30, 2017 : SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Outstanding balance — 1,090 2,151 — — Commitments prepaid or terminated — 1,470 3,832 — — Letters of credit issued 721 50 — 163 — Available commitment $ 479 $ 190 $ 2,421 $ 187 $ 750 Interest rate 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) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% LIBOR plus 3.25% or base rate plus 2.25% Maturity 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 December 14, 2021, with various terms for underlying loans March 2, 2021 (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 the completion of Trains 1 and 2 of the CCL Project as defined in the common terms agreement. |
Schedule of Convertible Debt | Below is a summary (in millions) of our convertible notes outstanding as of September 30, 2017 : 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 1,000 $ 625 Debt component, net of discount $ 1,006 $ 1,270 $ 310 Equity component $ 205 $ — $ 194 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) 8.2 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (9) 3.7 years 3.0 years 27.5 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) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (9) 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 millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest cost on convertible notes: Interest per contractual rate $ 55 $ 51 $ 162 $ 150 Amortization of debt discount 8 7 22 24 Amortization of debt issuance costs 2 1 5 4 Total interest cost related to convertible notes 65 59 189 178 Interest cost on debt excluding convertible notes 324 282 931 773 Total interest cost 389 341 1,120 951 Capitalized interest (203 ) (193 ) (581 ) (621 ) Total interest expense, net $ 186 $ 148 $ 539 $ 330 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table (in millions) shows the carrying amount and estimated fair value of our debt: September 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes, net of premium or discount (1) $ 18,610 $ 20,140 $ 14,263 $ 15,210 2037 SPL Senior Notes (2) 800 844 — — Credit facilities (3) 3,282 3,282 5,502 5,502 2021 Cheniere Convertible Unsecured Notes, net of discount (2) 1,006 1,096 960 983 2025 CCH HoldCo II Convertible Senior Notes (2) 1,270 1,502 1,171 1,328 2045 Cheniere Convertible Senior Notes, net of discount (4) 310 437 308 375 (1) Includes 2021 SPL Senior Notes , 2022 SPL Senior Notes , 2023 SPL Senior Notes , 2024 SPL Senior Notes , 2025 SPL Senior Notes , 2026 SPL Senior Notes , 2027 SPL Senior Notes , 2028 SPL Senior Notes , 2025 CQP Senior Notes , 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. (2) 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. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility , 2016 CQP Credit Facilities , 2015 CCH Credit Facility , CCH Working Capital Facility , Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities . 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. (4) 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, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Share-based compensation: Equity awards $ 10 $ 7 $ 25 $ 37 Liability awards 12 33 56 61 Total share-based compensation 22 40 81 98 Capitalized share-based compensation (4 ) (7 ) (17 ) (13 ) Total share-based compensation expense $ 18 $ 33 $ 64 $ 85 |
Net Loss Per Share Attributab36
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table (in millions, except per share data) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Weighted average common shares outstanding: Basic 232.6 228.9 232.5 228.5 Dilutive unvested stock — — — — Diluted 232.6 228.9 232.5 228.5 Basic and diluted net loss per share attributable to common stockholders $ (1.24 ) $ (0.44 ) $ (2.24 ) $ (3.15 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted net loss per share computations because their effects would have been anti-dilutive were as follows (in millions): Three And Nine Months Ended September 30, 2017 2016 Stock options and unvested stock (1) 1.5 0.8 Convertible notes (2) 16.8 16.2 Total potentially dilutive common shares 18.3 17.0 (1) Does not include 5.1 million shares for each of the three and nine months ended September 30, 2017 and 2016 of unvested stock because the performance conditions had not yet been satisfied as of September 30, 2017 and 2016 , respectively. (2) Includes number of shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes . 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, 2017 . |
Customer Concentration (Tables)
Customer Concentration (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue and Accounts Receivable by Major Customers | The following table shows customers with revenues of 10% or greater of total third-party revenues and customers with accounts receivable balances of 10% or greater of total accounts receivable from third parties: Percentage of Total Third-Party Revenues Percentage of Accounts Receivable from Third Parties Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Customer A 19% 37% 25% 36% 22% 34% Customer B 14% * 13% * 18% 21% Customer C 20% —% 10% —% 19% —% Customer D 20% —% 19% —% 18% —% Customer E * 16% * 16% —% —% Customer F * 10% * * * * Customer G * —% * —% —% 28% Customer H —% —% —% —% —% 12% * Less than 10% |
Supplemental Cash Flow Inform38
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in millions) provides supplemental disclosure of cash flow information: Nine Months Ended September 30, 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 360 $ 30 Contribution of assets to equity method investment 14 — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. We plan to adopt this standard using the full retrospective approach. Preliminarily, we do not anticipate that the adoption will have a material impact upon our revenues. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards, 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 2015-11, 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 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or 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 Upon adoption of this guidance, we made a cumulative effect adjustment to accumulated deficit for all excess tax benefits not previously recognized, offset by the change in valuation allowance, and for our election to account for forfeitures as they occur. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively. January 1, 2017 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. An entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability award are the same prior to and after the change. This guidance may be early adopted and must be adopted prospectively. June 30, 2017 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures. |
Nature of Operations and Basi40
Nature of Operations and Basis of Presentation (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017amiitemmilliontonnes / yrunitcustomertrains | Dec. 31, 2016item | |
Nature of Operations and Basis of Presentation [Line Items] | ||
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 | |
Number of Reportable Segments | item | 1 | 2 |
Corpus Christi LNG Terminal [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 3 | |
Acres of land owned or controlled | a | 2,000 | |
Number Of Development Stages | item | 2 | |
Corpus Christi LNG Terminal [Member] | Expansion Project Previous Development [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 2 | |
Train Nominal Capacity | milliontonnes / yr | 9 | |
Corpus Christi LNG Terminal Expansion [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 7 | |
Train Nominal Capacity | milliontonnes / yr | 9.5 | |
Cheniere Partners [Member] | Sabine Pass LNG Terminal [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Number of Liquefaction LNG Trains | 6 | |
CTPL [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Length Of Natural Gas Pipeline | mi | 94 | |
Sabine Pass LNG, LP [Member] | Customer Concentration Risk [Member] | TUA Customers [Member] | ||
Nature of Operations and Basis of Presentation [Line Items] | ||
Concentration Risk, Number Of Significant Customers | customer | 2 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 1,590 | $ 860 |
Non-current restricted cash | 66 | 91 |
SPL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 579 | 358 |
Non-current restricted cash | 48 | 0 |
CQP and cash held by guarantor subsidiaries [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 816 | 247 |
CCL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 117 | 197 |
Non-current restricted cash | 0 | 73 |
Cash held by our subsidiaries restricted to Cheniere [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 78 | 58 |
Other [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Non-current restricted cash | $ 18 | $ 18 |
Accounts and Other Receivable42
Accounts and Other Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 23 | $ 9 |
Total accounts and other receivables | 264 | 218 |
SPL [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | 154 | 88 |
Cheniere Marketing [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | $ 87 | $ 121 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory | $ 133 | $ 160 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 16 | 15 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 24 | 50 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 45 | 58 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 48 | $ 37 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 23,466 | $ 20,635 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (784) | (555) |
Property, plant and equipment, net | 23,311 | 20,459 |
LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,548 | 7,978 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,461 | 12,995 |
LNG site and related costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 86 | 41 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (83) | (65) |
Property, plant and equipment, net | 155 | 176 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14 | 13 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 18 | 17 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 89 | 85 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41 | 43 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59 | 61 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17 | $ 22 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 91 | $ 49 | $ 250 | $ 105 |
Offsets to LNG terminal costs | $ 82 | $ 68 | $ 252 | $ 214 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
May 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
CCH Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | $ 29 | |||
FX Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Notional Amount | 7 | $ 11 | ||
SPL [Member] | 2015 SPL Credit Facilities [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Line of Credit Facility, Decrease, Net | $ 1,600 | $ 1,600 | ||
SPL [Member] | SPL Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative Loss, Net | $ 7 | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Line of Credit Facility, Decrease, Net | $ 1,400 | |||
CCH [Member] | CCH Interest Rate Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative Loss, Net | $ 13 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
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 | $ 0 | $ (6) |
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 | 0 | (6) |
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 | 14 | 13 |
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 | 14 | 13 |
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 | (79) | (86) |
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 | (79) | (86) |
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 | 28 | 73 |
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 | 0 | (4) |
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 | (1) | (2) |
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 | 29 | 79 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (21) | (3) |
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 | (21) | 2 |
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 | 0 | (5) |
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 |
FX Derivatives [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 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 | 0 | 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) - Physical Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Net Fair Value Asset | $ 29,000,000 |
Valuation Technique | Income Approach |
Significant Unobservable Input | Basis Spread |
Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ (0.370) |
Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ 0.081 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Physical Liquefaction Supply Derivatives [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance, beginning of period | $ 40 | $ 22 | $ 79 | $ 32 | |
Realized and mark-to-market losses: | |||||
Included in cost of sales | (8) | (11) | (43) | (20) | [1] |
Purchases and settlements: | |||||
Purchases | (1) | 1 | 1 | 1 | |
Settlements | (2) | 0 | (8) | (1) | [1] |
Balance, end of period | 29 | 12 | 29 | 12 | |
Change in unrealized gains relating to instruments still held at end of period | $ (8) | $ (11) | $ (43) | (20) | |
Decrease in Fair Value Realized and Capitalized During Period | $ 1 | ||||
[1] | Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the nine months ended September 30, 2016. |
Derivative Instruments - Sche50
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
CQP Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 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 | $ 1,300 |
CCH Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 29 |
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 | $ 4,900 |
Derivative Instruments - Fair51
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) $ in Millions | Sep. 30, 2017USD ($)tbtu | Dec. 31, 2016USD ($)tbtu | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets | $ 12 | $ 24 | |
Non-current derivative assets | 37 | 83 | |
Derivative liabilities | (55) | (71) | |
Non-current derivative liabilities | (52) | (45) | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 14 | 16 | |
Total derivative liabilities | (79) | (95) | |
Derivative asset (liability), net | (65) | (79) | |
Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 3 | 0 | |
Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 11 | 16 | |
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (30) | (50) | |
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (49) | (45) | |
SPL Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 0 | |
Total derivative liabilities | 0 | (6) | |
Derivative asset (liability), net | 0 | (6) | |
SPL Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 0 | |
SPL Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
SPL Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (4) | |
SPL Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | (2) | |
CQP Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 14 | 16 | |
Total derivative liabilities | 0 | (3) | |
Derivative asset (liability), net | 14 | 13 | |
CQP Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 3 | 0 | |
CQP Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 11 | 16 | |
CQP Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (3) | |
CQP Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 0 | |
Total derivative liabilities | (79) | (86) | |
Derivative asset (liability), net | (79) | (86) | |
CCH Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (30) | (43) | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (49) | (43) | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 35 | 87 | |
Total derivative liabilities | (28) | (17) | |
Derivative asset (liability), net | 7 | 70 | |
Commodity Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 9 | 20 | |
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 26 | 67 | |
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (25) | (17) | |
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (3) | 0 | |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 34 | 80 |
Total derivative liabilities | [1] | (6) | (7) |
Derivative asset (liability), net | [1] | $ 28 | $ 73 |
Notional amount (in TBtu) | tbtu | [2] | 1,911 | 1,117 |
Derivative, Collateral, Right to Reclaim Cash | $ 2 | $ 6 | |
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [1] | 8 | 13 |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 26 | 67 |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | (4) | (7) |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | (2) | 0 |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [3] | 1 | 7 |
Total derivative liabilities | [3] | (22) | (10) |
Derivative asset (liability), net | [3] | $ (21) | $ (3) |
Notional amount (in TBtu) | tbtu | 20 | 0 | |
Derivative, Collateral, Right to Reclaim Cash | $ 42 | $ 10 | |
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [3] | 1 | 7 |
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [3] | 0 | 0 |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [3] | (21) | (10) |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [3] | (1) | 0 |
FX Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 4 | |
FX Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | $ 0 | $ (4) | |
SPL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,462 | 1,994 | |
CCL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 362 | 0 | |
[1] | Does not include collateral of $2 million and $6 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, respectively. | ||
[2] | SPL had secured up to approximately 2,462 TBtu and 1,994 TBtu and CCL has secured up to approximately 362 TBtu and zero TBtu of natural gas feedstock through natural gas supply contracts as of September 30, 2017 and December 31, 2016, respectively. | ||
[3] | Does not include collateral of $42 million and $10 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, respectively. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | $ 0 | $ 3 | $ (2) | $ (13) | |
CQP Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | 1 | 7 | 0 | (13) | |
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | (3) | 20 | (35) | (216) | |
LNG Trading Derivatives [Member] | LNG revenues [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1] | (16) | 9 | (20) | (3) |
Liquefaction Supply Derivatives [Member] | Cost of sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1],[2] | (11) | (11) | (51) | (23) |
FX Derivatives [Member] | LNG revenues [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | $ 0 | $ (1) | $ 0 | $ (1) | |
[1] | Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument. | ||||
[2] | 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 Millions | Sep. 30, 2017 | Dec. 31, 2016 |
SPL Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | $ (6) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (6) | |
CQP Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 14 | 16 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 14 | 16 |
CQP Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (3) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (3) | |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (80) | (95) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 1 | 9 |
Derivative Assets (Liabilities), at Fair Value, Net | (79) | (86) |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 35 | 82 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1) | (2) |
Derivative Assets (Liabilities), at Fair Value, Net | 34 | 80 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (8) | (11) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 2 | 4 |
Derivative Assets (Liabilities), at Fair Value, Net | (6) | (7) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 2 | 21 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1) | (15) |
Derivative Assets (Liabilities), at Fair Value, Net | 1 | 6 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (24) | (17) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 2 | 8 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (22) | (9) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 5 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1) | |
Derivative Assets (Liabilities), at Fair Value, Net | 4 | |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (4) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (4) |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 21 | $ 69 |
Advances made to municipalities for water system enhancements | 97 | 99 |
Advances and other asset conveyances to third parties to support LNG terminals | 49 | 53 |
Tax-related payments and receivables | 40 | 31 |
Equity method investments | 64 | 10 |
Cost method investments | 5 | 5 |
Other | 22 | 35 |
Other non-current assets, net | $ 298 | $ 302 |
Other Non-Current Assets - Equi
Other Non-Current Assets - Equity Method Investments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)mi | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Investment [Line Items] | |||||
Equity method investment | $ 64 | $ 64 | $ 10 | ||
Other—related party | 1 | $ 0 | 2 | $ 0 | |
Accounts receivable—related party | 1 | 1 | $ 0 | ||
Midship Holdings [Member] | |||||
Investment [Line Items] | |||||
Equity method investment | 55 | 55 | |||
O&M Services [Member] | Midship Pipeline [Member] | Service Agreements [Member] | |||||
Investment [Line Items] | |||||
Other—related party | 1 | 2 | |||
Accounts receivable—related party | 1 | $ 1 | |||
CCL [Member] | Midship Pipeline [Member] | Natural Gas Transportation Agreement [Member] | |||||
Investment [Line Items] | |||||
Long-term Purchase Commitment, Period | 10 years | ||||
EIG [Member] | Maximum [Member] | |||||
Investment [Line Items] | |||||
Investment Company, Financial Commitment to Investee, Future Amount | $ 500 | $ 500 | |||
Midship Pipeline [Member] | |||||
Investment [Line Items] | |||||
Length Of Natural Gas Pipeline | mi | 230 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - shares shares in Millions | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 82.70% | 82.70% | 82.60% |
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 | 48.60% | 55.90% | |
Common Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 104.5 | 104.5 | 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 | 135.4 | 135.4 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 220 | $ 273 |
Compensation and benefits | 110 | 56 |
LNG terminals and related pipeline costs | 359 | 284 |
Other accrued liabilities | 33 | 24 |
Total accrued liabilities | $ 722 | $ 637 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 24,923,000,000 | $ 21,688,000,000 |
Unamortized Debt Issuance Costs, Noncurrent | (314,000,000) | (269,000,000) |
Current Debt, Net | 41,000,000 | 247,000,000 |
Total Debt, Net | 24,964,000,000 | 21,935,000,000 |
2021 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 2,006,000,000 | 2,007,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |
Debt Instrument, Unamortized Premium | $ 6,000,000 | 7,000,000 |
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 | $ 1,505,000,000 | 1,506,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |
Debt Instrument, Unamortized Premium | $ 5,000,000 | 6,000,000 |
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 | 1,500,000,000 |
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 | 1,500,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
2028 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,349,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | |
Debt Instrument, Unamortized Discount | $ 1,000,000 | 0 |
2037 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 800,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
2015 SPL Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 0 | 314,000,000 |
2025 CQP Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,500,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |
2016 CQP Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,090,000,000 | 2,560,000,000 |
2024 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,250,000,000 | 1,250,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |
2025 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,500,000,000 | 1,500,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |
2027 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,500,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |
2015 CCH Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 2,151,000,000 | 2,381,000,000 |
2025 CCH Holdco II Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,270,000,000 | 1,171,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |
2021 Cheniere Convertible Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,006,000,000 | 960,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |
Debt Instrument, Unamortized Discount | $ 127,000,000 | 146,000,000 |
2045 Cheniere Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 310,000,000 | 308,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |
Debt Instrument, Unamortized Discount | $ 315,000,000 | 317,000,000 |
Cheniere Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | 0 | 0 |
Line of Credit Facility, Maximum Borrowing Capacity | 750,000,000 | |
SPL Working Capital Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, Net | 0 | 224,000,000 |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | |
CCH Working Capital Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, Net | 0 | 0 |
Line of Credit Facility, Maximum Borrowing Capacity | 350,000,000 | |
Cheniere Marketing Trade Finance Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, Net | $ 41,000,000 | $ 23,000,000 |
Debt - Debt Issuances and Redem
Debt - Debt Issuances and Redemptions - Senior Notes (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | May 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||||||
Loss on early extinguishment of debt | $ 25 | $ 26 | $ 100 | $ 83 | ||||
2037 SPL Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | |||||
2028 SPL Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | 4.20% | 4.20% | |||||
2025 CQP Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | 5.25% | |||||
2027 CCH Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | 5.125% | 5.125% | |||||
SPL [Member] | 2037 SPL Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 800 | |||||||
Proceeds from issuances of long-term debt | $ 789 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | |||||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Optional Redemption Price | 6 months | |||||||
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
SPL [Member] | 2028 SPL Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 1,350 | |||||||
Proceeds from issuances of long-term debt | 1,330 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | 4.20% | 4.20% | |||||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make-Whole Price | 6 months | |||||||
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
SPL [Member] | 2015 SPL Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | 369 | |||||||
Line of Credit Facility, Decrease, Net | $ 1,600 | $ 1,600 | ||||||
Loss on early extinguishment of debt | 42 | |||||||
Cheniere Partners [Member] | 2025 CQP Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 1,500 | $ 1,500 | 1,500 | |||||
Proceeds from issuances of long-term debt | $ 1,500 | |||||||
Loss on early extinguishment of debt | $ 25 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | 5.25% | |||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
Debt Instrument, Redemption Amount, Percentage of Principal Amount Which May Be Redeemed With Cash Proceeds From Certain Equity Offerings | 35.00% | |||||||
Debt Instrument, Redemption Price, Percentage Price For Amount Which May Be Redeemed With Cash Proceeds From Certain Equity Offerings | 105.25% | |||||||
Debt Instrument Registration Period | 360 days | |||||||
CCH [Member] | 2027 CCH Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 1,500 | |||||||
Proceeds from issuances of long-term debt | 1,400 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | 5.125% | 5.125% | |||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
Debt Instrument Registration Period | 360 days | |||||||
CCH [Member] | 2015 CCH Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Decrease, Net | $ 1,400 | |||||||
Loss on early extinguishment of debt | $ 33 |
Debt - Debt Issuances and Red60
Debt - Debt Issuances and Redemptions - Credit Facilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Cheniere Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 16 |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate |
Line of Credit Facility, Unused Capacity, Annual Commitment Fee Percentage | 0.75% |
Line of Credit Facility, Percentage of Commitments Which Sum Of Unrestricted Cash and Undrawn Commitments Must Exceed | 20.00% |
Line of Credit Facility, Sum Of Unrestricted Cash And Undrawn Commitments Required | $ 100 |
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 3.25% |
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Cheniere Revolving Credit Facility [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
Cheniere Revolving Credit Facility [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
Cheniere Revolving Credit Facility [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Unrestricted Cash Required For Advances Or Letters Of Credit | $ 500 |
Cheniere Revolving Credit Facility Letter of Credit [Member] | Base Rate [Member] | Drawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 24,923 | $ 21,688 | |
Outstanding balance - current | 41 | 247 | |
SPL Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | 1,200 | ||
Outstanding balance - current | 0 | 224 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 721 | ||
Available commitment | $ 479 | ||
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 | ||
Outstanding balance | 1,090 | 2,560 | |
Commitments prepaid or terminated | 1,470 | ||
Letters of credit issued | 50 | ||
Available commitment | $ 190 | ||
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 | $ 8,404 | ||
Outstanding balance | 2,151 | 2,381 | |
Commitments prepaid or terminated | 3,832 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 2,421 | ||
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 Trains 1 and 2 of the CCL Project [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% | |
CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 350 | ||
Outstanding balance - current | 0 | 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 163 | ||
Available commitment | $ 187 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 14, 2021, with various terms for underlying loans | ||
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Cheniere Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 750 | ||
Outstanding balance | 0 | $ 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 750 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | March 2, 2021 | ||
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
[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 the completion of Trains 1 and 2 of the CCL Project as defined in the common terms agreement. |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)d$ / shares | ||
2021 Cheniere Convertible Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate original principal | $ 1,000,000,000 | |
Debt component, net of discount | 1,006,000,000 | |
Equity component | 205,000,000 | |
Conversion value in excess of principal | $ 0 | |
Maturity date | May 28, 2021 | |
Contractual interest rate | 4.875% | |
Effective interest rate | 8.20% | [1] |
Remaining debt discount and debt issuance costs amortization period | 3 years 241 days | [2] |
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 | 1,270,000,000 | |
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% | [1] |
Remaining debt discount and debt issuance costs amortization period | 3 years 1 day | [2] |
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 | d | 90 | |
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 | d | 90 | |
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 | 310,000,000 | |
Equity component | 194,000,000 | |
Conversion value in excess of principal | $ 0 | |
Maturity date | Mar. 15, 2045 | |
Contractual interest rate | 4.25% | |
Effective interest rate | 9.40% | [1] |
Remaining debt discount and debt issuance costs amortization period | 27 years 173 days | [2] |
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 $1,000 principal amount, in shares | 7.2265 | |
[1] | Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. | |
[2] | We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Total interest cost | $ 389 | $ 341 | $ 1,120 | $ 951 |
Capitalized interest | (203) | (193) | (581) | (621) |
Total interest expense, net | 186 | 148 | 539 | 330 |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest per contractual rate | 55 | 51 | 162 | 150 |
Amortization of debt discount | 8 | 7 | 22 | 24 |
Amortization of debt issuance costs | 2 | 1 | 5 | 4 |
Total interest cost | 65 | 59 | 189 | 178 |
Debt Excluding Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest cost | $ 324 | $ 282 | $ 931 | $ 773 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 24,964 | $ 21,935 | |
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] | 18,610 | 14,263 |
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] | 20,140 | 15,210 |
2037 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 800 | 0 |
2037 SPL Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [2] | 844 | 0 |
Credit facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [3] | 3,282 | 5,502 |
Credit facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit Facilities, Estimated Fair Value | [3] | 3,282 | 5,502 |
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 | [2] | 1,006 | 960 |
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 | [2] | 1,096 | 983 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 1,270 | 1,171 |
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 | [2] | 1,502 | 1,328 |
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 | [4] | 310 | 308 |
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 | [4] | $ 437 | $ 375 |
[1] | Includes 2021 SPL Senior Notes, 2022 SPL Senior Notes, 2023 SPL Senior Notes, 2024 SPL Senior Notes, 2025 SPL Senior Notes, 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2025 CQP Senior Notes, 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. | ||
[2] | 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. | ||
[3] | Includes 2015 SPL Credit Facilities, SPL Working Capital Facility, 2016 CQP Credit Facilities, 2015 CCH Credit Facility, CCH Working Capital Facility, Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities. 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. | ||
[4] | 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 Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expense | $ 0 | $ 26 | $ 6 | $ 49 | |
Share-based compensation | $ 22 | 40 | 81 | 98 | |
Accrued restructuring expense | $ 6 | ||||
Restructuring expense [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Share-based compensation | $ 21 | $ 3 | $ 43 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - 2011 Incentive Plan [Member] - shares shares in Millions | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2017 | Sep. 30, 2017 | Feb. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Additional Shares Authorized | 7.8 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Authorized | 0.9 | ||
Award Vesting Period, Vests Ratably Over Service Period | 3 years | ||
Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Authorized | 0.2 | ||
Award Vesting Period, Cliff Vesting | 3 years | ||
Performance Units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met | 50.00% | ||
Performance Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met | 200.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 22 | $ 40 | $ 81 | $ 98 |
Capitalized share-based compensation | (4) | (7) | (17) | (13) |
Total share-based compensation expense | 18 | 33 | 64 | 85 |
Equity Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | 10 | 7 | 25 | 37 |
Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 12 | $ 33 | $ 56 | $ 61 |
Net Loss Per Share Attributab68
Net Loss Per Share Attributable to Common Stockholders (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted Average Number of Common Shares Outstanding, Basic | 232,600,000 | 228,900,000 | 232,500,000 | 228,500,000 | |
Dilutive Unvested Stock | 0 | 0 | 0 | 0 | |
Weighted Average Number of Shares Outstanding, Diluted | 232,600,000 | 228,900,000 | 232,500,000 | 228,500,000 | |
Basic and diluted net loss per share attributable to common stockholders | $ (1.24) | $ (0.44) | $ (2.24) | $ (3.15) | |
Antidilutive securities excluded from computation of earnings per share | 18,300,000 | 17,000,000 | 18,300,000 | 17,000,000 | |
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 | [1] | 1,500,000 | 800,000 | 1,500,000 | 800,000 |
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 | [2] | 16,800,000 | 16,200,000 | 16,800,000 | 16,200,000 |
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 | 5,100,000 | 5,100,000 | 5,100,000 | 5,100,000 | |
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 | 0 | 0 | 0 | 0 | |
[1] | Does not include 5.1 million shares for each of the three and nine months ended September 30, 2017 and 2016 of unvested stock because the performance conditions had not yet been satisfied as of September 30, 2017 and 2016, respectively. | ||||
[2] | Includes number of shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes. 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, 2017. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 11, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Guarantee Obligations [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Loss Contingency Accrual | $ 0 | $ 0 | ||
Cheniere LNG Terminals, LLC [Member] | Parallax Enterprises [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Secured notes receivable | $ 46,000,000 | |||
Loss Contingency, Damages Sought, Value | $ 400,000,000 |
Customer Concentration (Details
Customer Concentration (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Customer A [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 19.00% | 37.00% | 25.00% | 36.00% | |
Customer A [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 22.00% | 34.00% | |||
Customer B [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | 13.00% | |||
Customer B [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 18.00% | 21.00% | |||
Customer C [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 20.00% | 0.00% | 10.00% | 0.00% | |
Customer C [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 19.00% | 0.00% | |||
Customer D [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 20.00% | 0.00% | 19.00% | 0.00% | |
Customer D [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 18.00% | 0.00% | |||
Customer E [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 16.00% | 16.00% | |||
Customer E [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% | |||
Customer F [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Customer G [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% | |||
Customer G [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 28.00% | |||
Customer H [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% | 0.00% | 0.00% | |
Customer H [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 12.00% |
Supplemental Cash Flow Inform71
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest, net of amounts capitalized | $ 360 | $ 30 |
Contribution of assets to equity method investment | 14 | 0 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 426 | $ 491 |