Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
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 | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 248,186,474 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 874 | $ 722 |
Restricted cash | 2,386 | 1,880 |
Accounts and other receivables | 278 | 369 |
Accounts receivable—related party | 2 | 2 |
Inventory | 233 | 243 |
Derivative assets | 37 | 57 |
Other current assets | 156 | 96 |
Total current assets | 3,966 | 3,369 |
Non-current restricted cash | 11 | 11 |
Property, plant and equipment, net | 25,760 | 23,978 |
Debt issuance costs, net | 97 | 149 |
Non-current derivative assets | 107 | 34 |
Goodwill | 77 | 77 |
Other non-current assets, net | 309 | 288 |
Total assets | 30,327 | 27,906 |
Current liabilities | ||
Accounts payable | 29 | 25 |
Accrued liabilities | 1,382 | 1,078 |
Current debt | 137 | 0 |
Deferred revenue | 99 | 111 |
Derivative liabilities | 81 | 37 |
Total current liabilities | 1,728 | 1,251 |
Long-term debt, net | 26,782 | 25,336 |
Non-current deferred revenue | 0 | 1 |
Non-current derivative liabilities | 24 | 19 |
Other non-current liabilities | 59 | 59 |
Commitments and contingencies (see Note 15) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | 0 | 0 |
Outstanding: 248.1 million shares and 237.6 million shares at June 30, 2018 and December 31, 2017, respectively | 1 | 1 |
Treasury stock: 12.6 million shares and 12.5 million shares at June 30, 2018 and December 31, 2017, respectively, at cost | (394) | (386) |
Additional paid-in-capital | 3,664 | 3,248 |
Accumulated deficit | (4,288) | (4,627) |
Total stockholders’ deficit | (1,017) | (1,764) |
Non-controlling interest | 2,751 | 3,004 |
Total equity | 1,734 | 1,240 |
Total liabilities and equity | $ 30,327 | $ 27,906 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 260.7 | 250.1 |
Common Stock, Shares, Outstanding | 248.1 | 237.6 |
Treasury Stock, Shares | 12.6 | 12.5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
LNG revenues | $ 1,442 | $ 1,171 | $ 3,608 | $ 2,314 |
Regasification revenues | 65 | 65 | 130 | 130 |
Other revenues | 33 | 4 | 43 | 7 |
Other—related party | 3 | 1 | 4 | 1 |
Total revenues | 1,543 | 1,241 | 3,785 | 2,452 |
Operating costs and expenses | ||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 873 | 692 | 2,051 | 1,316 |
Operating and maintenance expense | 147 | 117 | 287 | 195 |
Development expense | 3 | 1 | 4 | 4 |
Selling, general and administrative expense | 73 | 61 | 140 | 115 |
Depreciation and amortization expense | 111 | 90 | 220 | 160 |
Restructuring expense | 0 | 0 | 0 | 6 |
Impairment expense and loss on disposal of assets | 0 | 6 | 0 | 6 |
Total operating costs and expenses | 1,207 | 967 | 2,702 | 1,802 |
Income from operations | 336 | 274 | 1,083 | 650 |
Other income (expense) | ||||
Interest expense, net of capitalized interest | (216) | (188) | (432) | (353) |
Loss on modification or extinguishment of debt | (15) | (33) | (15) | (75) |
Derivative gain (loss), net | 32 | (36) | 109 | (35) |
Other income | 10 | 5 | 17 | 7 |
Total other expense | (189) | (252) | (321) | (456) |
Income before income taxes and non-controlling interest | 147 | 22 | 762 | 194 |
Income tax benefit (provision) | 3 | (1) | (12) | (1) |
Net income | 150 | 21 | 750 | 193 |
Less: net income attributable to non-controlling interest | 168 | 306 | 411 | 424 |
Net income (loss) attributable to common stockholders | $ (18) | $ (285) | $ 339 | $ (231) |
Net income (loss) per share attributable to common stockholders—basic | $ (0.07) | $ (1.23) | $ 1.42 | $ (0.99) |
Net income (loss) per share attributable to common stockholders—diluted | $ (0.07) | $ (1.23) | $ 1.40 | $ (0.99) |
Weighted average number of common shares outstanding—basic | 242.8 | 232.5 | 239.2 | 232.4 |
Weighted average number of common shares outstanding—diluted | 242.8 | 232.5 | 241.7 | 232.4 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - 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, 2017 | 237.6 | 237.6 | ||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2017 | 12.5 | 12.5 | ||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2017 | $ 1,240 | $ 1 | $ (386) | $ 3,248 | $ (4,627) | $ 3,004 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuances of restricted stock | 0.3 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 39 | $ 0 | $ 0 | 39 | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings | 10.3 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings | 0 | $ 0 | $ 0 | 376 | 0 | (376) |
Shares repurchased related to share-based compensation | (0.1) | 0.1 | ||||
Shares repurchased related to share-based compensation | (8) | $ 0 | $ (8) | 0 | 0 | 0 |
Net income attributable to non-controlling interest | 411 | 0 | 0 | 0 | 0 | 411 |
Equity portion of convertible notes, net | 1 | 0 | 0 | 1 | 0 | 0 |
Distributions to non-controlling interest | (288) | 0 | 0 | 0 | 0 | (288) |
Net income | $ 339 | $ 0 | $ 0 | 0 | 339 | 0 |
Common Stock, Shares, Outstanding, End of Period at Jun. 30, 2018 | 248.1 | 248.1 | ||||
Treasury Stock, Shares, End of Period at Jun. 30, 2018 | 12.6 | 12.6 | ||||
Stockholders' Equity, End of Period at Jun. 30, 2018 | $ 1,734 | $ 1 | $ (394) | $ 3,664 | $ (4,288) | $ 2,751 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 750 | $ 193 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 220 | 160 |
Share-based compensation expense | 58 | 46 |
Non-cash interest expense | 30 | 38 |
Amortization of debt issuance costs, deferred commitment fees, premium and discount | 35 | 35 |
Loss on modification or extinguishment of debt | 15 | 75 |
Total losses on derivatives, net | 4 | 79 |
Net cash used for settlement of derivative instruments | (8) | (55) |
Impairment expense and loss on disposal of assets | 0 | 6 |
Other | (5) | (3) |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 80 | (63) |
Accounts receivable—related party | 0 | 1 |
Inventory | 10 | 17 |
Other current assets | (61) | (21) |
Accounts payable and accrued liabilities | (132) | 45 |
Deferred revenue | (13) | (10) |
Other, net | (1) | (5) |
Net cash provided by operating activities | 982 | 536 |
Cash flows from investing activities | ||
Property, plant and equipment, net | (1,508) | (2,338) |
Investment in equity method investment | 0 | 41 |
Other | 16 | 22 |
Net cash used in investing activities | (1,492) | (2,357) |
Cash flows from financing activities | ||
Proceeds from issuances of debt | 1,799 | 4,811 |
Repayments of debt | (281) | (2,163) |
Debt issuance and deferred financing costs | (46) | (67) |
Debt extinguishment costs | (8) | 0 |
Distributions and dividends to non-controlling interest | (288) | (40) |
Payments related to tax withholdings for share-based compensation | (8) | (3) |
Net cash provided by financing activities | 1,168 | 2,538 |
Net increase in cash, cash equivalents and restricted cash | 658 | 717 |
Cash, cash equivalents and restricted cash—beginning of period | 2,613 | 1,827 |
Cash, cash equivalents and restricted cash—end of period | $ 3,271 | $ 2,544 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheet - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Balances per Consolidated Balance Sheet: | ||||
Cash and cash equivalents | $ 874 | $ 722 | ||
Restricted cash | 2,386 | 1,880 | ||
Non-current restricted cash | 11 | 11 | ||
Total cash, cash equivalents and restricted cash | $ 3,271 | $ 2,613 | $ 2,544 | $ 1,827 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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 4 are operational, Train 5 is undergoing commissioning and Train 6 is being commercialized and has all necessary regulatory approvals in place. 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. 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 stages. The first stage includes Trains 1 and 2 , two LNG storage tanks, one complete marine berth and a second partial berth and all of the CCL Project ’s necessary infrastructure facilities (“Stage 1”) . The second stage includes Train 3, one LNG storage tank and the completion of the second partial berth (“Stage 2”) . The CCL Project also includes a 23 -mile natural gas supply pipeline that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”) . Stages 1 and 2 are currently under construction, and construction of the Corpus Christi Pipeline was completed in the second quarter of 2018. Train 1 recently commenced commissioning activities. Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project and recently filed an application with FERC for 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, 2017 . 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 did not have a material effect on our consolidated financial position, results of operations or cash flows. On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto (“ASC 606”) using the full retrospective method. The adoption of ASC 606 represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC 606 did not impact our previously reported consolidated financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. Results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2018 . |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2018 | |
Restricted Cash [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of June 30, 2018 and December 31, 2017 , restricted cash consisted of the following (in millions): June 30, December 31, 2018 2017 Current restricted cash SPL Project $ 846 $ 544 Cheniere Partners and cash held by guarantor subsidiaries 675 1,045 CCL Project 678 227 Cash held by our subsidiaries restricted to Cheniere 187 64 Total current restricted cash $ 2,386 $ 1,880 Non-current restricted cash Other $ 11 $ 11 Under Cheniere Partners’ $2.8 billion credit facilities (the “CQP Credit Facilities”) , Cheniere Partners, as well as Cheniere Investments, Sabine Pass LNG-LP, LLC, SPLNG and CTPL as Cheniere Partners’ guarantor subsidiaries, are subject to limitations on the use of cash under the terms of the CQP Credit Facilities and the related depositary agreement governing the extension of credit to Cheniere Partners. Specifically, Cheniere Partners, Cheniere Investments, SPLNG and CTPL may only withdraw funds from collateral accounts held at a designated depositary bank on a monthly basis and for specific purposes, including for the payment of operating expenses. In addition, distributions and capital expenditures may only be made quarterly and are subject to certain restrictions. |
Accounts and Other Receivables
Accounts and Other Receivables | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of June 30, 2018 and December 31, 2017 , accounts and other receivables consisted of the following (in millions): June 30, December 31, 2018 2017 Trade receivables SPL $ 219 $ 185 Cheniere Marketing 34 163 Other accounts receivable 25 21 Total accounts and other receivables $ 278 $ 369 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 | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of June 30, 2018 and December 31, 2017 , inventory consisted of the following (in millions): June 30, December 31, 2018 2017 Natural gas $ 14 $ 17 LNG 31 44 LNG in-transit 126 130 Materials and other 62 52 Total inventory $ 233 $ 243 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, December 31, 2018 2017 LNG terminal costs LNG terminal $ 13,101 $ 12,687 LNG terminal construction-in-process 13,511 11,932 LNG site and related costs 86 86 Accumulated depreciation (1,087 ) (882 ) Total LNG terminal costs, net 25,611 23,823 Fixed assets and other Computer and office equipment 17 14 Furniture and fixtures 19 19 Computer software 96 92 Leasehold improvements 41 41 Land 59 59 Other 17 16 Accumulated depreciation (100 ) (86 ) Total fixed assets and other, net 149 155 Property, plant and equipment, net $ 25,760 $ 23,978 Depreciation expense was $111 million and $89 million during the three months ended June 30, 2018 and 2017 , respectively, and $219 million and $159 million during the six months ended June 30, 2018 and 2017 , respectively. We realized offsets to LNG terminal costs of $39 million and $170 million in the three and six months ended June 30, 2017 , 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. We did no t realize any offsets to LNG terminal costs in the three and six months ended June 30, 2018 . |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2018 | |
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 both LNG Trading Derivatives and operations in countries outside of the United States (“FX Derivatives”) . We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. 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 shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions). Fair Value Measurements as of June 30, 2018 December 31, 2017 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 CQP Interest Rate Derivatives asset $ — $ 29 $ — $ 29 $ — $ 21 $ — $ 21 CCH Interest Rate Derivatives asset (liability) — 70 — 70 — (32 ) — (32 ) Liquefaction Supply Derivatives asset (liability) — (4 ) 12 8 2 10 43 55 LNG Trading Derivatives asset (liability) (51 ) (27 ) — (78 ) (13 ) 5 — (8 ) FX Derivatives asset (liability) — 10 — 10 — (1 ) — (1 ) There have been no changes to our evaluation of and accounting for our derivative positions during the six months ended June 30, 2018 . 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, 2017 for additional information. We value our Interest Rate Derivatives using an income-based approach utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our LNG Trading Derivatives and our Liquefaction Supply Derivatives using a market based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data. We value 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, as applicable to our natural gas supply contracts, 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. We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which may be impacted by inputs that are unobservable in the marketplace. 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. As of June 30, 2018 and December 31, 2017 , 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 Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas market basis spreads due to the contractual notional amount represented by our Level 3 positions, which is a substantial portion of our overall Physical Liquefaction Supply portfolio. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of June 30, 2018 : Net Fair Value Asset (in millions) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $12 Market approach incorporating present value techniques Basis Spread $(0.934) - $0.180 The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Balance, beginning of period $ 10 $ 41 $ 43 $ 79 Realized and mark-to-market losses: Included in cost of sales (1 ) (1 ) (12 ) (40 ) Purchases and settlements: Purchases 6 2 6 5 Settlements (4 ) (2 ) (25 ) (4 ) Transfers out of Level 3 (1) 1 — — — Balance, end of period $ 12 $ 40 $ 12 $ 40 Change in unrealized gains relating to instruments still held at end of period $ (1 ) $ (1 ) $ (12 ) $ (40 ) (1) Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. 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. Additionally, we evaluate our own ability to meet our commitments in instances where our derivative instruments are in a liability 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 During the six months ended June 30, 2018 , 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 its 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, 2017 for additional information. CCH has entered into interest rate swaps (“CCH Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its credit facility (the “CCH Credit Facility”) . In June 2018, CCH settled a portion of the CCH Interest Rate Derivatives and recognized a derivative gain of $5 million upon the termination of interest rate swaps associated with the amendment of the CCH Credit Facility , as discussed in Note 10—Debt . 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 CCH Credit Facility . 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 “SPL Credit Facilities”), based on a portion of the expected outstanding borrowings over the term of the 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 SPL Credit Facilities . As of June 30, 2018 , 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 $4.7 billion May 20, 2015 May 31, 2022 2.30% One-month LIBOR The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): June 30, 2018 December 31, 2017 CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Consolidated Balance Sheet Location Derivative assets $ 14 $ 4 $ 18 $ 7 $ — $ 7 Non-current derivative assets 15 66 81 14 3 17 Total derivative assets 29 70 99 21 3 24 Derivative liabilities — — — — (20 ) (20 ) Non-current derivative liabilities — — — — (15 ) (15 ) Total derivative liabilities — — — — (35 ) (35 ) Derivative asset (liability), net $ 29 $ 70 $ 99 $ 21 $ (32 ) $ (11 ) The following table 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 six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 CQP Interest Rate Derivatives gain (loss) $ 3 $ (3 ) $ 11 $ (1 ) CCH Interest Rate Derivatives gain (loss) 29 (33 ) 98 (32 ) SPL Interest Rate Derivatives loss — — — (2 ) Commodity Derivatives SPL and CCL have entered into index-based physical natural gas supply contracts and associated economic hedges, if applicable, to purchase natural gas for the commissioning and operation of the SPL Project and the CCL Project. The terms of the noncurrent physical natural gas supply contracts range from approximately one to eight years, some of which commence upon the satisfaction of certain conditions precedent, if not already met. The following table shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets (in millions, except notional amount): June 30, 2018 December 31, 2017 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheet Location Derivative assets $ 7 $ 6 $ 13 $ 41 $ 9 $ 50 Non-current derivative assets 18 4 22 17 — 17 Total derivative assets 25 10 35 58 9 67 Derivative liabilities (8 ) (73 ) (81 ) — (17 ) (17 ) Non-current derivative liabilities (9 ) (15 ) (24 ) (3 ) — (3 ) Total derivative liabilities (17 ) (88 ) (105 ) (3 ) (17 ) (20 ) Derivative asset (liability), net $ 8 $ (78 ) $ (70 ) $ 55 $ (8 ) $ 47 Notional amount (in TBtu) (3) 3,145 23 2,539 25 (1) Does not include collateral calls of $6 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 , respectively. (2) Does not include collateral of $75 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 , respectively. (3) SPL had secured up to approximately 2,163 TBtu and 2,214 TBtu and CCL has secured up to approximately 2,431 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of June 30, 2018 and December 31, 2017 , respectively. The following table 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 six months ended June 30, 2018 and 2017 (in millions): Consolidated Statements of Operations Location (1) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 LNG Trading Derivatives gain (loss) LNG revenues $ (76 ) $ 2 $ (70 ) $ (4 ) Liquefaction Supply Derivatives loss (2) Cost of sales 3 1 53 40 (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 shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets (in millions): Fair Value Measurements as of Consolidated Balance Sheet Location June 30, 2018 December 31, 2017 FX Derivatives Derivative assets $ 6 $ — FX Derivatives Non-current derivative assets 4 — FX Derivatives Non-current derivative liabilities — (1 ) The total notional amount of our FX Derivatives was $186 million and $27 million as of June 30, 2018 and December 31, 2017 , respectively. The following table shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, Consolidated Statement of Operations Location 2018 2017 2018 2017 FX Derivatives gain LNG revenues $ 12 $ — $ 10 $ — Consolidated Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions): Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of June 30, 2018 CQP Interest Rate Derivatives $ 29 $ — $ 29 CCH Interest Rate Derivatives 72 (2 ) 70 Liquefaction Supply Derivatives 30 (5 ) 25 Liquefaction Supply Derivatives (26 ) 9 (17 ) LNG Trading Derivatives 25 (15 ) 10 LNG Trading Derivatives (139 ) 51 (88 ) FX Derivatives 13 (3 ) 10 FX Derivatives (5 ) 5 — As of December 31, 2017 CQP Interest Rate Derivatives $ 21 $ — $ 21 CCH Interest Rate Derivatives 3 — 3 CCH Interest Rate Derivatives (35 ) — (35 ) Liquefaction Supply Derivatives 64 (6 ) 58 Liquefaction Supply Derivatives (3 ) — (3 ) LNG Trading Derivatives 9 — 9 LNG Trading Derivatives (37 ) 20 (17 ) FX Derivatives (1 ) — (1 ) |
Other Non-Current Assets
Other Non-Current Assets | 6 Months Ended |
Jun. 30, 2018 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of June 30, 2018 and December 31, 2017 , other non-current assets, net consisted of the following (in millions): June 30, December 31, 2018 2017 Advances made under EPC and non-EPC contracts $ 49 $ 26 Advances made to municipalities for water system enhancements 96 97 Advances and other asset conveyances to third parties to support LNG terminals 44 48 Tax-related payments and receivables 26 29 Equity method investments 64 64 Other 30 24 Total other non-current assets, net $ 309 $ 288 Equity Method Investments Our equity method investments consist of interests in privately-held companies. In 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 200 -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 was $55 million at both June 30, 2018 and December 31, 2017 . We anticipate electing to make additional investments in Midship Holdings after June 30, 2018, but we do not expect those contributions to be significant. 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 $3 million and $1 million in the three months ended June 30, 2018 and 2017 , respectively, and $4 million and $1 million in the six months ended June 30, 2018 and 2017 , respectively, of income in other—related party and $2 million of accounts receivable—related party as of both June 30, 2018 and December 31, 2017 for services provided to Midship Pipeline under these agreements. CCL has entered into a transportation precedent agreement with Midship Pipeline to secure firm pipeline transportation capacity for a period of 10 years following commencement of the Midship Project. In May 2018, CCL issued a letter of credit to Midship Pipeline for drawings up to an aggregate maximum amount of $16 million . Midship Pipeline has no t made any drawings on this letter of credit as of June 30, 2018 . |
Non-Controlling Interest
Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST As of June 30, 2018 and December 31, 2017 , we owned 91.9% and 82.7% , respectively, of Cheniere Holdings as well as the director voting share, with the remaining non-controlling interest held by the public. During the six months ended June 30, 2018 , we acquired common shares representing limited liability company interests in Cheniere Holdings, pursuant to a privately negotiated stock-for-stock exchange transaction. Because the transaction represented a combination of ownership interests under common control, changes in Cheniere’s ownership interest in Cheniere Holdings were accounted for as an equity transaction and no gain or loss was recognized. Cheniere Holdings owns 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 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. See Note 9—Variable Interest Entities of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 for further information. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of June 30, 2018 and December 31, 2017 , accrued liabilities consisted of the following (in millions): June 30, December 31, 2018 2017 Interest costs and related debt fees $ 385 $ 397 Compensation and benefits 75 141 LNG terminals and related pipeline costs 870 490 Other accrued liabilities 52 50 Total accrued liabilities $ 1,382 $ 1,078 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of June 30, 2018 and December 31, 2017 , our debt consisted of the following (in millions): June 30, December 31, 2018 2017 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) $ 2,000 $ 2,000 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”) 1,500 1,500 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”) 1,350 1,350 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 800 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 1,500 CQP Credit Facilities 1,090 1,090 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 1,500 CCH Credit Facility 3,891 2,485 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,378 1,305 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 1,189 1,161 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) 625 625 $750 million Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized premium, discount and debt issuance costs, net (791 ) (730 ) Total long-term debt, net 26,782 25,336 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 14 — Cheniere Marketing trade finance facilities 123 — Total current debt 137 — Total debt, net $ 26,919 $ 25,336 2018 Debt Issuances CCH Credit Facility In May 2018, CCH amended and restated the CCH Credit Facility to increase total commitments under the credit facility to $6.1 billion . The proceeds will be used to fund a portion of the costs of developing, constructing and placing into service the three Trains and the related facilities of the CCL Project and for related business purposes. The CCH Credit Facility matures on June 30, 2024 , with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of Trains 1 through 3 of the CCL Project as defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the CCL Project to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50 :1. Loans under the CCH Credit Facility accrue interest at a variable rate per annum equal to, at CCH’s election, LIBOR or the base rate , plus the applicable margin. The applicable margins for LIBOR loans is 1.75% and for base rate loans is 0.75% . Interest on LIBOR loans is due and payable at the end of each applicable interest period and interest on base rate loans is due and payable at the end of each quarter. CCH is required to pay certain upfront fees to the agents and lenders under the CCH Credit Facility together with additional transaction fees and expenses in the aggregate amount of $53 million . All other terms of the CCH Credit Facility substantially remained the same, as described in Note 12—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 . The amendment and restatement of the CCH Credit Facility resulted in the recognition of $15 million of debt modification and extinguishment costs during the three and six months ended June 30, 2018 relating to the incurrence of third party fees and write off of unamortized debt issuance costs. CCH Working Capital Facility In June 2018, CCH amended and restated the CCH Working Capital Facility to increase total commitments under the working capital facility to $1.2 billion . The proceeds will be used for certain working capital requirements related to developing and placing into operations the CCL Project and for related business purposes. Loans under the CCH Working Capital Facility accrue interest at a variable rate per annum equal to LIBOR or the base rate plus the applicable margin. The applicable margin for LIBOR loans ranges from 1.25% to 1.75% per annum, and the applicable margin for base rate loans ranges from 0.25% to 0.75% per annum. CCH is required to pay certain upfront fees to the agents and lenders under the CCH Working Capital Facility together with additional transaction fees and expenses in the aggregate amount of $14 million . The CCH Working Capital Facility matures on June 29, 2023 . All other terms of the CCH Working Capital Facility substantially remained the same, as described in Note 12—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 . 2025 CCH HoldCo II Convertible Senior Notes In May 2018, the amended and restated note purchase agreement under which the 2025 CCH HoldCo II Convertible Senior Notes were issued was subsequently amended in connection with commercialization and financing of Train 3 of the CCL Project . All terms of the 2025 CCH HoldCo II Convertible Senior Notes substantially remained the same, as described in Note 12—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 . Credit Facilities Below is a summary of our credit facilities outstanding as of June 30, 2018 (in millions): SPL Working Capital Facility CQP Credit Facilities CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Incremental commitments — — 1,566 850 — Less: Outstanding balance — 1,090 3,891 14 — Commitments prepaid or terminated — 1,470 3,832 — — Letters of credit issued 683 20 — 305 — Available commitment $ 517 $ 220 $ 2,247 $ 881 $ 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 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% 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 principal payments due quarterly commencing on March 31, 2019 June 30, 2024 June 29, 2023 March 2, 2021 (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. Convertible Notes Below is a summary of our convertible notes outstanding as of June 30, 2018 (in millions): 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 and debt issuance costs $ 1,081 $ 1,350 $ 310 Equity component $ 207 $ — $ 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) 8.4 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (9) 2.9 years 2.3 years 26.7 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. Restrictive Debt Covenants As of June 30, 2018 , each of our issuers was in compliance with all covenants related to their respective debt agreements. Interest Expense Total interest expense, including interest expense related to our convertible notes, consisted of the following (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Interest cost on convertible notes: Interest per contractual rate $ 58 $ 54 $ 116 $ 107 Amortization of debt discount 8 7 16 14 Amortization of debt issuance costs 2 2 4 3 Total interest cost related to convertible notes 68 63 136 124 Interest cost on debt excluding convertible notes 344 314 680 607 Total interest cost 412 377 816 731 Capitalized interest (196 ) (189 ) (384 ) (378 ) Total interest expense, net $ 216 $ 188 $ 432 $ 353 Fair Value Disclosures The following table shows the carrying amount, which is net of unamortized premium, discount and debt issuance costs, and estimated fair value of our debt (in millions): June 30, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Senior notes (1) $ 18,366 $ 19,153 $ 18,350 $ 20,075 2037 SPL Senior Notes (2) 790 837 790 871 Credit facilities (3) 5,022 5,022 3,574 3,574 2021 Cheniere Convertible Unsecured Notes (2) 1,081 1,233 1,040 1,136 2025 CCH HoldCo II Convertible Senior Notes (2) 1,350 1,547 1,273 1,535 2045 Cheniere Convertible Senior Notes (4) 310 496 309 447 (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 SPL Working Capital Facility , CQP Credit Facilities , 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. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | REVENUES FROM CONTRACTS WITH CUSTOMERS The following table represents a disaggregation of revenue earned from contracts with customers during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 LNG revenues $ 1,472 $ 1,160 $ 3,615 $ 2,301 Regasification revenues 65 65 130 130 Other revenues 33 4 43 7 Other—related party 3 1 4 1 Total revenues from customers 1,573 1,230 3,792 2,439 Revenues from derivative instruments (1) (30 ) 11 (7 ) 13 Total revenues $ 1,543 $ 1,241 $ 3,785 $ 2,452 (1) Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. LNG Revenues We have entered into numerous SPAs with third party customers for the sale of LNG on a Free on Board (“FOB”) (delivered to the customer at either the Sabine Pass or Corpus Christi LNG terminal) or Delivered at Terminal (“DAT”) (delivered to the customer at their LNG receiving terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train. We intend to primarily use LNG sourced from our Sabine Pass or Corpus Christi terminal to provide contracted volumes to our customers. However, we supplement this LNG with volumes procured from third parties. LNG revenues recognized from LNG that was procured from third parties was $76 million and $155 million for the three months ended June 30, 2018 and 2017 , respectively, and $186 million and $204 million for the six months ended June 30, 2018 and 2017 , respectively. Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, either at the Sabine Pass LNG terminal or at the customer’s LNG receiving terminal, based on the terms of the contract, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the sale was negotiated. We have concluded that the variable fees meet the optional exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the optional exception, variable consideration related to the sale of LNG is also not included in the transaction price. When we sell LNG on a DAT basis, we consider all transportation costs, including vessel chartering, loading/unloading and canal fees, as fulfillment costs and not as separate services provided to the customer within the arrangement, regardless of whether or not such activities occur prior to or after the customer obtains control of the LNG. We expense fulfillment costs as incurred unless otherwise dictated by GAAP. Fees received pursuant to SPAs are recognized as LNG revenues only after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use. Regasification Revenues The Sabine Pass LNG terminal has operational regasification capacity of approximately 4.0 Bcf/d. Approximately 2.0 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term TUAs with unaffiliated third-party customers, under which they are required to pay fixed monthly fees regardless of their use of the LNG terminal. Each of the customers has reserved approximately 1.0 Bcf/d of regasification capacity. The customers are each obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually for 20 years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. The remaining capacity of the Sabine Pass LNG terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation. Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs. We have concluded that the inflation element within the contract meets the optional exception for allocating variable consideration and accordingly the inflation adjustment is not included in the transaction price and will be recognized over the year in which the inflation adjustment relates on a straight-line basis. In 2012, SPL entered into a partial TUA assignment agreement with Total Gas & Power North America, Inc. (“Total”) , whereby SPL would progressively gain access to Total ’s capacity and other services provided under its TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Trains 5 and 6. Upon substantial completion of Train 3 of the SPL Project , SPL gained access to a portion of Total ’s capacity and other services provided under Total ’s TUA with SPLNG. Upon substantial completion of Train 5, SPL will gain access to substantially all of Total ’s capacity. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA and we continue to recognize the payments received from Total as revenue. During the three months ended June 30, 2018 and 2017 , SPL recorded $7 million and $8 million , respectively, and during the six months ended June 30, 2018 and 2017 , SPL recorded $15 million and $8 million , respectively, as operating and maintenance expense under this partial TUA assignment agreement. Deferred Revenue Reconciliation The following table reflects the changes in our contract liabilities, which we classify as “Deferred revenue” on our Consolidated Balance Sheets (in millions): Six Months Ended June 30, 2018 Deferred revenues, beginning of period $ 111 Cash received but not yet recognized 99 Revenue recognized from prior period deferral (111 ) Deferred revenues, end of period $ 99 We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the six months ended June 30, 2018 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs. Transaction Price Allocated to Future Performance Obligations Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2018 : Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 90.7 10.5 Regasification revenues 2.8 5.4 Total revenues $ 93.5 (1) The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. We have elected the following optional exemptions which omit certain potential future sources of revenue from the table above: (1) We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less. (2) We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The table above excludes all variable consideration under our SPAs and TUAs. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. The receipt of such variable consideration is considered constrained due to the uncertainty of ultimate pricing and receipt and we have not included such variable consideration in the transaction price. During each of the three and six months ended June 30, 2018 , approximately 55% of our LNG revenues from contracts with a duration of over one year and approximately 3% of our regasification revenues were related to variable consideration received from customers. We have entered into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are considered completed contracts for revenue recognition purposes and are included in the transaction price above when the conditions are considered probable of being met. We have elected the practical expedient to omit the disclosure of the transaction price allocated to future performance obligations and an explanation of when the entity expects to recognize the amount as revenue as of December 31, 2017 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We recorded an income tax benefit of $3 million and an income tax provision of $1 million during the three months ended June 30, 2018 and 2017 , respectively, and an income tax provision of $12 million and $1 million during the six months ended June 30, 2018 and 2017 , respectively. Changes in the income tax recorded between comparative periods are primarily attributable to fluctuations in the profitability of our U.K. integrated marketing function. The effective tax rates during the three and six months ended June 30, 2018 and 2017 were lower than the 21% and 35% federal statutory rates during the 2018 and 2017 interim periods, respectively, primarily as a result of maintaining a valuation allowance against our federal and state net deferred tax assets. Due to historical losses and other available evidence related to our ability to generate taxable income, we continue to maintain a valuation allowance against our federal and state net deferred tax assets at June 30, 2018 . |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have granted restricted stock shares, restricted stock units, performance stock units and phantom units to employees and non-employee directors under the Amended and Restated 2003 Stock Incentive Plan, as amended, the 2011 Incentive Plan, as amended (the “2011 Plan”) , the 2015 Employee Inducement Incentive Plan and the 2015 Long-Term Cash Incentive Plan. For the six months ended June 30, 2018 , we granted 2.3 million restricted stock units and 0.2 million performance stock units at target performance under the 2011 Plan to certain employees. Restricted stock units are stock awards that vest over a two - to three -year service period and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Performance stock units provide for three -year cliff vesting with payouts based on our cumulative distributable cash flow per share from January 1, 2018 through December 31, 2020 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 Cheniere common stock (on a one-for-one basis) and are classified as equity awards. Total share-based compensation consisted of the following (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Share-based compensation costs, pre-tax: Equity awards $ 22 $ 10 $ 39 $ 15 Liability awards 15 17 32 44 Total share-based compensation 37 27 71 59 Capitalized share-based compensation (7 ) (5 ) (13 ) (13 ) Total share-based compensation expense $ 30 $ 22 $ 58 $ 46 Tax benefit associated with share-based compensation expense $ — $ 2 $ 2 $ 2 For further discussion of our equity incentive plans, see Note 16—Share-Based Compensation of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 . |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share Attributable to Common Stockholders | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic net income (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 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 reconciles basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2018 and 2017 (in millions, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average common shares outstanding: Basic 242.8 232.5 239.2 232.4 Dilutive unvested stock — — 2.5 — Diluted 242.8 232.5 241.7 232.4 Basic net income (loss) per share attributable to common stockholders $ (0.07 ) $ (1.23 ) $ 1.42 $ (0.99 ) Diluted net income (loss) per share attributable to common stockholders $ (0.07 ) $ (1.23 ) $ 1.40 $ (0.99 ) Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Unvested stock (1) 5.2 1.3 2.6 1.3 Convertible notes (2) 17.2 16.6 17.2 16.6 Total potentially dilutive common shares 22.4 17.9 19.8 17.9 (1) Does not include 0.4 million shares for each of the three and six months ended June 30, 2018 and 5.1 million shares for each of the three and six months ended June 30, 2017 , of unvested stock because the performance conditions had not yet been satisfied as of June 30, 2018 and 2017 , 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 income (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 June 30, 2018 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 , are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. 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 June 30, 2018 and December 31, 2017 , 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 LNG Pipeline LLC and Tellurian Services LLC, formerly known as Parallax Services LLC, including claims for tortious interference with CLNGT’s collateral rights under the Secured Note and Pledge Agreement, fraudulent transfer, conspiracy/aiding and abetting. Discovery in the Texas State Suit is ongoing. Trial is currently set for September 2018. At a hearing on July 12, 2018, the court orally granted a motion for continuance but has not yet assigned a new trial date. We do not expect that the resolution of this litigation will have a material adverse impact on our financial results. |
Customer Concentration
Customer Concentration | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, Six Months Ended June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Customer A 21% 24% 19% 28% 30% 28% Customer B 17% 12% 14% 13% 17% 16% Customer C 18% * 22% * 24% 14% Customer D 16% —% 11% —% * —% Customer E —% 18% * 19% —% —% Customer F * * * * —% 15% * Less than 10% |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in millions): Six Months Ended June 30, 2018 2017 Cash paid during the period for interest, net of amounts capitalized $ 282 $ 264 Contribution of assets to equity method investee — 14 The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $935 million and $364 million as of June 30, 2018 and 2017 , respectively. |
Recent Accounting Standards
Recent Accounting Standards | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of a recent accounting standard that had not been adopted by us as of June 30, 2018 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto 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 may be adopted using either a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements or an optional transition approach to apply the standard at the date of adoption with no retrospective adjustments to prior periods. Certain additional practical expedients are also available. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to our lease accounting information technology system in order to determine the best implementation strategy. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on 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. We anticipate electing the optional transition method to initially apply the standard at the January 1, 2019 adoption date. We expect to elect the package of practical expedients permitted under the transition guidance which, among other things, allows the carryforward of prior conclusions related to lease identification and classification. We also expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition. Additionally, the following table provides a brief description of recent accounting standards that were adopted by us during the reporting period: Standard Description 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 adopted this guidance on January 1, 2018, using the full retrospective method. The adoption of this guidance represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this guidance did not impact our previously reported consolidated financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note 11—Revenues from Contracts with Customers for additional disclosures. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Nature of Operations and Basi26
Nature of Operations and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 . 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 did not have a material effect on our consolidated financial position, results of operations or cash flows. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of June 30, 2018 and December 31, 2017 , restricted cash consisted of the following (in millions): June 30, December 31, 2018 2017 Current restricted cash SPL Project $ 846 $ 544 Cheniere Partners and cash held by guarantor subsidiaries 675 1,045 CCL Project 678 227 Cash held by our subsidiaries restricted to Cheniere 187 64 Total current restricted cash $ 2,386 $ 1,880 Non-current restricted cash Other $ 11 $ 11 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of June 30, 2018 and December 31, 2017 , accounts and other receivables consisted of the following (in millions): June 30, December 31, 2018 2017 Trade receivables SPL $ 219 $ 185 Cheniere Marketing 34 163 Other accounts receivable 25 21 Total accounts and other receivables $ 278 $ 369 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of June 30, 2018 and December 31, 2017 , inventory consisted of the following (in millions): June 30, December 31, 2018 2017 Natural gas $ 14 $ 17 LNG 31 44 LNG in-transit 126 130 Materials and other 62 52 Total inventory $ 233 $ 243 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, December 31, 2018 2017 LNG terminal costs LNG terminal $ 13,101 $ 12,687 LNG terminal construction-in-process 13,511 11,932 LNG site and related costs 86 86 Accumulated depreciation (1,087 ) (882 ) Total LNG terminal costs, net 25,611 23,823 Fixed assets and other Computer and office equipment 17 14 Furniture and fixtures 19 19 Computer software 96 92 Leasehold improvements 41 41 Land 59 59 Other 17 16 Accumulated depreciation (100 ) (86 ) Total fixed assets and other, net 149 155 Property, plant and equipment, net $ 25,760 $ 23,978 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions). Fair Value Measurements as of June 30, 2018 December 31, 2017 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 CQP Interest Rate Derivatives asset $ — $ 29 $ — $ 29 $ — $ 21 $ — $ 21 CCH Interest Rate Derivatives asset (liability) — 70 — 70 — (32 ) — (32 ) Liquefaction Supply Derivatives asset (liability) — (4 ) 12 8 2 10 43 55 LNG Trading Derivatives asset (liability) (51 ) (27 ) — (78 ) (13 ) 5 — (8 ) FX Derivatives asset (liability) — 10 — 10 — (1 ) — (1 ) |
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 June 30, 2018 : Net Fair Value Asset (in millions) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $12 Market approach incorporating present value techniques Basis Spread $(0.934) - $0.180 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Balance, beginning of period $ 10 $ 41 $ 43 $ 79 Realized and mark-to-market losses: Included in cost of sales (1 ) (1 ) (12 ) (40 ) Purchases and settlements: Purchases 6 2 6 5 Settlements (4 ) (2 ) (25 ) (4 ) Transfers out of Level 3 (1) 1 — — — Balance, end of period $ 12 $ 40 $ 12 $ 40 Change in unrealized gains relating to instruments still held at end of period $ (1 ) $ (1 ) $ (12 ) $ (40 ) (1) Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. |
Derivative Net Presentation on Consolidated Balance Sheets | The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions): Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of June 30, 2018 CQP Interest Rate Derivatives $ 29 $ — $ 29 CCH Interest Rate Derivatives 72 (2 ) 70 Liquefaction Supply Derivatives 30 (5 ) 25 Liquefaction Supply Derivatives (26 ) 9 (17 ) LNG Trading Derivatives 25 (15 ) 10 LNG Trading Derivatives (139 ) 51 (88 ) FX Derivatives 13 (3 ) 10 FX Derivatives (5 ) 5 — As of December 31, 2017 CQP Interest Rate Derivatives $ 21 $ — $ 21 CCH Interest Rate Derivatives 3 — 3 CCH Interest Rate Derivatives (35 ) — (35 ) Liquefaction Supply Derivatives 64 (6 ) 58 Liquefaction Supply Derivatives (3 ) — (3 ) LNG Trading Derivatives 9 — 9 LNG Trading Derivatives (37 ) 20 (17 ) FX Derivatives (1 ) — (1 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of June 30, 2018 , 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 $4.7 billion May 20, 2015 May 31, 2022 2.30% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): June 30, 2018 December 31, 2017 CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Consolidated Balance Sheet Location Derivative assets $ 14 $ 4 $ 18 $ 7 $ — $ 7 Non-current derivative assets 15 66 81 14 3 17 Total derivative assets 29 70 99 21 3 24 Derivative liabilities — — — — (20 ) (20 ) Non-current derivative liabilities — — — — (15 ) (15 ) Total derivative liabilities — — — — (35 ) (35 ) Derivative asset (liability), net $ 29 $ 70 $ 99 $ 21 $ (32 ) $ (11 ) |
Derivative Instruments, Gain (Loss) | The following table 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 six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 CQP Interest Rate Derivatives gain (loss) $ 3 $ (3 ) $ 11 $ (1 ) CCH Interest Rate Derivatives gain (loss) 29 (33 ) 98 (32 ) SPL Interest Rate Derivatives loss — — — (2 ) |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets (in millions, except notional amount): June 30, 2018 December 31, 2017 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheet Location Derivative assets $ 7 $ 6 $ 13 $ 41 $ 9 $ 50 Non-current derivative assets 18 4 22 17 — 17 Total derivative assets 25 10 35 58 9 67 Derivative liabilities (8 ) (73 ) (81 ) — (17 ) (17 ) Non-current derivative liabilities (9 ) (15 ) (24 ) (3 ) — (3 ) Total derivative liabilities (17 ) (88 ) (105 ) (3 ) (17 ) (20 ) Derivative asset (liability), net $ 8 $ (78 ) $ (70 ) $ 55 $ (8 ) $ 47 Notional amount (in TBtu) (3) 3,145 23 2,539 25 (1) Does not include collateral calls of $6 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 , respectively. (2) Does not include collateral of $75 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 , respectively. (3) SPL had secured up to approximately 2,163 TBtu and 2,214 TBtu and CCL has secured up to approximately 2,431 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of June 30, 2018 and December 31, 2017 , respectively. |
Derivative Instruments, Gain (Loss) | The following table 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 six months ended June 30, 2018 and 2017 (in millions): Consolidated Statements of Operations Location (1) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 LNG Trading Derivatives gain (loss) LNG revenues $ (76 ) $ 2 $ (70 ) $ (4 ) Liquefaction Supply Derivatives loss (2) Cost of sales 3 1 53 40 (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 shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets (in millions): Fair Value Measurements as of Consolidated Balance Sheet Location June 30, 2018 December 31, 2017 FX Derivatives Derivative assets $ 6 $ — FX Derivatives Non-current derivative assets 4 — FX Derivatives Non-current derivative liabilities — (1 ) |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, Consolidated Statement of Operations Location 2018 2017 2018 2017 FX Derivatives gain LNG revenues $ 12 $ — $ 10 $ — |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of June 30, 2018 and December 31, 2017 , other non-current assets, net consisted of the following (in millions): June 30, December 31, 2018 2017 Advances made under EPC and non-EPC contracts $ 49 $ 26 Advances made to municipalities for water system enhancements 96 97 Advances and other asset conveyances to third parties to support LNG terminals 44 48 Tax-related payments and receivables 26 29 Equity method investments 64 64 Other 30 24 Total other non-current assets, net $ 309 $ 288 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of June 30, 2018 and December 31, 2017 , accrued liabilities consisted of the following (in millions): June 30, December 31, 2018 2017 Interest costs and related debt fees $ 385 $ 397 Compensation and benefits 75 141 LNG terminals and related pipeline costs 870 490 Other accrued liabilities 52 50 Total accrued liabilities $ 1,382 $ 1,078 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of June 30, 2018 and December 31, 2017 , our debt consisted of the following (in millions): June 30, December 31, 2018 2017 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) $ 2,000 $ 2,000 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”) 1,500 1,500 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”) 1,350 1,350 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 800 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 1,500 CQP Credit Facilities 1,090 1,090 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 1,500 CCH Credit Facility 3,891 2,485 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,378 1,305 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 1,189 1,161 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) 625 625 $750 million Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized premium, discount and debt issuance costs, net (791 ) (730 ) Total long-term debt, net 26,782 25,336 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 14 — Cheniere Marketing trade finance facilities 123 — Total current debt 137 — Total debt, net $ 26,919 $ 25,336 |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of June 30, 2018 (in millions): SPL Working Capital Facility CQP Credit Facilities CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Incremental commitments — — 1,566 850 — Less: Outstanding balance — 1,090 3,891 14 — Commitments prepaid or terminated — 1,470 3,832 — — Letters of credit issued 683 20 — 305 — Available commitment $ 517 $ 220 $ 2,247 $ 881 $ 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 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% 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 principal payments due quarterly commencing on March 31, 2019 June 30, 2024 June 29, 2023 March 2, 2021 (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Schedule of Convertible Debt | Below is a summary of our convertible notes outstanding as of June 30, 2018 (in millions): 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 and debt issuance costs $ 1,081 $ 1,350 $ 310 Equity component $ 207 $ — $ 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) 8.4 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (9) 2.9 years 2.3 years 26.7 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 June 30, Six Months Ended June 30, 2018 2017 2018 2017 Interest cost on convertible notes: Interest per contractual rate $ 58 $ 54 $ 116 $ 107 Amortization of debt discount 8 7 16 14 Amortization of debt issuance costs 2 2 4 3 Total interest cost related to convertible notes 68 63 136 124 Interest cost on debt excluding convertible notes 344 314 680 607 Total interest cost 412 377 816 731 Capitalized interest (196 ) (189 ) (384 ) (378 ) Total interest expense, net $ 216 $ 188 $ 432 $ 353 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount, which is net of unamortized premium, discount and debt issuance costs, and estimated fair value of our debt (in millions): June 30, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Senior notes (1) $ 18,366 $ 19,153 $ 18,350 $ 20,075 2037 SPL Senior Notes (2) 790 837 790 871 Credit facilities (3) 5,022 5,022 3,574 3,574 2021 Cheniere Convertible Unsecured Notes (2) 1,081 1,233 1,040 1,136 2025 CCH HoldCo II Convertible Senior Notes (2) 1,350 1,547 1,273 1,535 2045 Cheniere Convertible Senior Notes (4) 310 496 309 447 (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 SPL Working Capital Facility , CQP Credit Facilities , 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. |
Revenues from Contracts with 35
Revenues from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table represents a disaggregation of revenue earned from contracts with customers during the three and six months ended June 30, 2018 and 2017 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 LNG revenues $ 1,472 $ 1,160 $ 3,615 $ 2,301 Regasification revenues 65 65 130 130 Other revenues 33 4 43 7 Other—related party 3 1 4 1 Total revenues from customers 1,573 1,230 3,792 2,439 Revenues from derivative instruments (1) (30 ) 11 (7 ) 13 Total revenues $ 1,543 $ 1,241 $ 3,785 $ 2,452 (1) Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. |
Contract Balances Reconciliation | The following table reflects the changes in our contract liabilities, which we classify as “Deferred revenue” on our Consolidated Balance Sheets (in millions): Six Months Ended June 30, 2018 Deferred revenues, beginning of period $ 111 Cash received but not yet recognized 99 Revenue recognized from prior period deferral (111 ) Deferred revenues, end of period $ 99 |
Transaction Price Allocated to Future Performance Obligations | The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2018 : Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 90.7 10.5 Regasification revenues 2.8 5.4 Total revenues $ 93.5 (1) The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, Six Months Ended June 30, 2018 2017 2018 2017 Share-based compensation costs, pre-tax: Equity awards $ 22 $ 10 $ 39 $ 15 Liability awards 15 17 32 44 Total share-based compensation 37 27 71 59 Capitalized share-based compensation (7 ) (5 ) (13 ) (13 ) Total share-based compensation expense $ 30 $ 22 $ 58 $ 46 Tax benefit associated with share-based compensation expense $ — $ 2 $ 2 $ 2 |
Net Income (Loss) Per Share A37
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2018 and 2017 (in millions, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average common shares outstanding: Basic 242.8 232.5 239.2 232.4 Dilutive unvested stock — — 2.5 — Diluted 242.8 232.5 241.7 232.4 Basic net income (loss) per share attributable to common stockholders $ (0.07 ) $ (1.23 ) $ 1.42 $ (0.99 ) Diluted net income (loss) per share attributable to common stockholders $ (0.07 ) $ (1.23 ) $ 1.40 $ (0.99 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Unvested stock (1) 5.2 1.3 2.6 1.3 Convertible notes (2) 17.2 16.6 17.2 16.6 Total potentially dilutive common shares 22.4 17.9 19.8 17.9 (1) Does not include 0.4 million shares for each of the three and six months ended June 30, 2018 and 5.1 million shares for each of the three and six months ended June 30, 2017 , of unvested stock because the performance conditions had not yet been satisfied as of June 30, 2018 and 2017 , 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 income (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 June 30, 2018 . |
Customer Concentration (Tables)
Customer Concentration (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, Six Months Ended June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Customer A 21% 24% 19% 28% 30% 28% Customer B 17% 12% 14% 13% 17% 16% Customer C 18% * 22% * 24% 14% Customer D 16% —% 11% —% * —% Customer E —% 18% * 19% —% —% Customer F * * * * —% 15% * Less than 10% |
Supplemental Cash Flow Inform39
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Six Months Ended June 30, 2018 2017 Cash paid during the period for interest, net of amounts capitalized $ 282 $ 264 Contribution of assets to equity method investee — 14 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of a recent accounting standard that had not been adopted by us as of June 30, 2018 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto 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 may be adopted using either a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements or an optional transition approach to apply the standard at the date of adoption with no retrospective adjustments to prior periods. Certain additional practical expedients are also available. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to our lease accounting information technology system in order to determine the best implementation strategy. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on 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. We anticipate electing the optional transition method to initially apply the standard at the January 1, 2019 adoption date. We expect to elect the package of practical expedients permitted under the transition guidance which, among other things, allows the carryforward of prior conclusions related to lease identification and classification. We also expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of recent accounting standards that were adopted by us during the reporting period: Standard Description 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 adopted this guidance on January 1, 2018, using the full retrospective method. The adoption of this guidance represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this guidance did not impact our previously reported consolidated financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note 11—Revenues from Contracts with Customers for additional disclosures. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Nature of Operations and Basi41
Nature of Operations and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2018amiitemmilliontonnes / yrunittrains | |
Nature of Operations and Basis of Presentation [Line Items] | |
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 |
Corpus Christi LNG Terminal [Member] | |
Nature of Operations and Basis of Presentation [Line Items] | |
Acres of land owned or controlled | a | 2,000 |
Corpus Christi LNG Terminal [Member] | Phase 1 [Member] | |
Nature of Operations and Basis of Presentation [Line Items] | |
Number of Liquefaction LNG Trains | 2 |
Number Of LNG Storage Tanks | item | 2 |
Number of marine berths | item | 1 |
Corpus Christi LNG Terminal [Member] | Phase 2 [Member] | |
Nature of Operations and Basis of Presentation [Line Items] | |
Number of Liquefaction LNG Trains | 1 |
Number Of LNG Storage Tanks | item | 1 |
Corpus Christi Pipeline [Member] | |
Nature of Operations and Basis of Presentation [Line Items] | |
Length Of Natural Gas Pipeline | mi | 23 |
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 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 2,386 | $ 1,880 |
Non-current restricted cash | 11 | 11 |
SPL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 846 | 544 |
Cheniere Partners and cash held by guarantor subsidiaries [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 675 | 1,045 |
CCL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 678 | 227 |
Cash held by our subsidiaries restricted to Cheniere [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 187 | 64 |
Other [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Non-current restricted cash | 11 | $ 11 |
CQP Credit Facilities [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Line Of Credit Facility, Original Borrowing Capacity | $ 2,800 |
Accounts and Other Receivable43
Accounts and Other Receivables (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 25 | $ 21 |
Total accounts and other receivables | 278 | 369 |
SPL [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | 219 | 185 |
Cheniere Marketing [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | $ 34 | $ 163 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventory | $ 233 | $ 243 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 14 | 17 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 31 | 44 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 126 | 130 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 62 | $ 52 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 25,760 | $ 23,978 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (1,087) | (882) |
Property, plant and equipment, net | 25,611 | 23,823 |
LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,101 | 12,687 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,511 | 11,932 |
LNG site and related costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 86 | 86 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (100) | (86) |
Property, plant and equipment, net | 149 | 155 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17 | 14 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19 | 19 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 96 | 92 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41 | 41 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59 | 59 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17 | $ 16 |
Property, Plant and Equipment46
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 111 | $ 89 | $ 219 | $ 159 |
Offsets to LNG terminal costs | $ 0 | $ 39 | $ 0 | $ 170 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | May 31, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
CCH Interest Rate Derivatives [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | $ 29 | $ 29 | |||
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | 4,700 | $ 4,700 | |||
Liquefaction Supply Derivatives [Member] | Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Term of Contract | 1 year | ||||
Liquefaction Supply Derivatives [Member] | Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Term of Contract | 8 years | ||||
FX Derivatives [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | 186 | $ 186 | $ 27 | ||
CCH [Member] | 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 Gain (Loss), Net | $ 5 | $ (13) | |||
SPL [Member] | SPL Credit Facilities [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Line of Credit Facility, Decrease, Net | $ 1,600 | ||||
SPL [Member] | SPL Interest Rate Derivatives [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative Gain (Loss), Net | $ (7) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
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 | $ 29 | $ 21 |
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 | 29 | 21 |
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 | 70 | (32) |
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 | 70 | (32) |
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 | 8 | 55 |
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 | 2 |
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 | (4) | 10 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 12 | 43 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (78) | (8) |
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 | (51) | (13) |
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 | (27) | 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 | 10 | (1) |
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 | 10 | (1) |
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 - Fair49
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Net Fair Value Asset | $ 12,000,000 |
Valuation Approach | Market approach incorporating present value techniques |
Significant Unobservable Input | Basis Spread |
Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ (0.934) |
Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ 0.180 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Liquefaction Supply Derivatives [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance, beginning of period | $ 10 | $ 41 | $ 43 | $ 79 | |
Realized and mark-to-market losses: | |||||
Included in cost of sales | (1) | (1) | (12) | (40) | |
Purchases and settlements: | |||||
Purchases | 6 | 2 | 6 | 5 | |
Settlements | (4) | (2) | (25) | (4) | |
Transfers out of Level 3 | [1] | 1 | 0 | 0 | 0 |
Balance, end of period | 12 | 40 | 12 | 40 | |
Change in unrealized gains relating to instruments still held at end of period | $ (1) | $ (1) | $ (12) | $ (40) | |
[1] | Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. |
Derivative Instruments - Sche51
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
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 | 2.30% |
Variable Interest Rate Received | One-month LIBOR |
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 4,700 |
Derivative Instruments - Fair52
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) $ in Millions | Jun. 30, 2018USD ($)tbtu | Dec. 31, 2017USD ($)tbtu | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets | $ 37 | $ 57 | |
Non-current derivative assets | 107 | 34 | |
Derivative liabilities | (81) | (37) | |
Non-current derivative liabilities | (24) | (19) | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 99 | 24 | |
Total derivative liabilities | 0 | (35) | |
Derivative asset (liability), net | 99 | (11) | |
Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 18 | 7 | |
Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 81 | 17 | |
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (20) | |
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | (15) | |
CQP Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 29 | 21 | |
Total derivative liabilities | 0 | 0 | |
Derivative asset (liability), net | 29 | 21 | |
CQP Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 14 | 7 | |
CQP Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 15 | 14 | |
CQP Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | 0 | |
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 | 70 | 3 | |
Total derivative liabilities | 0 | (35) | |
Derivative asset (liability), net | 70 | (32) | |
CCH Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 4 | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 66 | 3 | |
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (20) | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | (15) | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 35 | 67 | |
Total derivative liabilities | (105) | (20) | |
Derivative asset (liability), net | (70) | 47 | |
Commodity Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 13 | 50 | |
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 22 | 17 | |
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (81) | (17) | |
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (24) | (3) | |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 25 | 58 |
Total derivative liabilities | [1] | (17) | (3) |
Derivative asset (liability), net | [1] | $ 8 | $ 55 |
Notional amount | tbtu | [2] | 3,145 | 2,539 |
Derivative, collateral deposit (call) | $ (6) | $ (1) | |
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [1] | 7 | 41 |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 18 | 17 |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | (8) | 0 |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | (9) | (3) |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [3] | 10 | 9 |
Total derivative liabilities | [3] | (88) | (17) |
Derivative asset (liability), net | [3] | $ (78) | $ (8) |
Notional amount | tbtu | 23 | 25 | |
Derivative, collateral deposit (call) | $ 75 | $ 28 | |
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [3] | 6 | 9 |
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [3] | 4 | 0 |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [3] | (73) | (17) |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [3] | (15) | 0 |
FX Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 6 | 0 | |
FX Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 4 | 0 | |
FX Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ 0 | $ (1) | |
SPL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,163 | 2,214 | |
CCL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,431 | 2,024 | |
[1] | Does not include collateral calls of $6 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017, respectively. | ||
[2] | SPL had secured up to approximately 2,163 TBtu and 2,214 TBtu and CCL has secured up to approximately 2,431 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of June 30, 2018 and December 31, 2017, respectively. | ||
[3] | Does not include collateral of $75 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017, respectively. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | May 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
CQP Interest Rate Derivatives [Member] | Derivative gain, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | $ 3 | $ (3) | $ 11 | $ (1) | |||
CCH Interest Rate Derivatives [Member] | Derivative gain, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | 29 | (33) | 98 | (32) | |||
SPL Interest Rate Derivatives [Member] | Derivative gain, net [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | 0 | 0 | 0 | (2) | |||
LNG Trading Derivatives [Member] | LNG revenues [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | [1] | (76) | 2 | (70) | (4) | ||
Liquefaction Supply Derivatives [Member] | Cost of sales [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | [1],[2] | (3) | (1) | (53) | (40) | ||
FX Derivatives [Member] | LNG revenues [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | $ 12 | $ 0 | $ 10 | $ 0 | |||
CCH [Member] | CCH Interest Rate Derivatives [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative gain (loss), net | $ 5 | $ (13) | |||||
[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 - Deri54
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
CQP Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 29 | $ 21 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 29 | 21 |
CCH Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 72 | 3 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (2) | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 70 | 3 |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (35) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (35) | |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 30 | 64 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (5) | (6) |
Derivative Assets (Liabilities), at Fair Value, Net | 25 | 58 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (26) | (3) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 9 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (17) | (3) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 25 | 9 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (15) | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 10 | 9 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (139) | (37) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 51 | 20 |
Derivative Assets (Liabilities), at Fair Value, Net | (88) | (17) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 13 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (3) | |
Derivative Assets (Liabilities), at Fair Value, Net | 10 | |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (5) | (1) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 5 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ (1) |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 49 | $ 26 |
Advances made to municipalities for water system enhancements | 96 | 97 |
Advances and other asset conveyances to third parties to support LNG terminals | 44 | 48 |
Tax-related payments and receivables | 26 | 29 |
Equity method investments | 64 | 64 |
Other | 30 | 24 |
Other non-current assets, net | $ 309 | $ 288 |
Other Non-Current Assets - Equi
Other Non-Current Assets - Equity Method Investments (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)mi | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Investment [Line Items] | |||||
Equity method investment | $ 64,000,000 | $ 64,000,000 | $ 64,000,000 | ||
Other—related party | 3,000,000 | $ 1,000,000 | 4,000,000 | $ 1,000,000 | |
Accounts receivable—related party | 2,000,000 | 2,000,000 | 2,000,000 | ||
Midship Holdings [Member] | |||||
Investment [Line Items] | |||||
Equity method investment | 55,000,000 | 55,000,000 | 55,000,000 | ||
O&M Services [Member] | Midship Pipeline [Member] | Service Agreements [Member] | |||||
Investment [Line Items] | |||||
Other—related party | 3,000,000 | $ 1,000,000 | 4,000,000 | $ 1,000,000 | |
Accounts receivable—related party | 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||
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 | 500,000,000 | $ 500,000,000 | |||
Midship Pipeline [Member] | |||||
Investment [Line Items] | |||||
Length Of Natural Gas Pipeline | mi | 200 | ||||
Midship Pipeline [Member] | CCL [Member] | Midship Pipeline Letter of Credit [Member] | |||||
Investment [Line Items] | |||||
Letter of Credit, Maximum Borrowing Capacity | 16,000,000 | $ 16,000,000 | |||
Letters of credit issued | $ 0 | $ 0 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Cheniere Holdings [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 91.90% | 82.70% |
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% | |
Common Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Partners Capital Account, Units, Units Held | 104.5 | |
Subordinated Units [Member] | Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Noncontrolling Interest [Line Items] | ||
Partners Capital Account, Units, Units Held | 135.4 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 385 | $ 397 |
Compensation and benefits | 75 | 141 |
LNG terminals and related pipeline costs | 870 | 490 |
Other accrued liabilities | 52 | 50 |
Total accrued liabilities | $ 1,382 | $ 1,078 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 26,782,000,000 | $ 25,336,000,000 |
Unamortized premium, discount and debt issuance costs, net | (791,000,000) | (730,000,000) |
Current Debt, Net | 137,000,000 | 0 |
Total Debt, Net | 26,919,000,000 | 25,336,000,000 |
2021 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% | |
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 | $ 1,500,000,000 | 1,500,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |
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 | $ 1,350,000,000 | 1,350,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | |
2037 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 800,000,000 | 800,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
2025 CQP 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 | 5.25% | |
CQP Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,090,000,000 | 1,090,000,000 |
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 | 1,500,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |
CCH Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 3,891,000,000 | 2,485,000,000 |
2025 CCH Holdco II Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,378,000,000 | 1,305,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |
2021 Cheniere Convertible Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 1,189,000,000 | 1,161,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |
2045 Cheniere Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | $ 625,000,000 | 625,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |
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 | 0 |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | |
CCH Working Capital Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, Net | 14,000,000 | 0 |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | |
Cheniere Marketing Trade Finance Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, Net | $ 123,000,000 | $ 0 |
Debt - Debt Issuances (Details)
Debt - Debt Issuances (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Ratetrains | Jun. 30, 2017USD ($) | May 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||
Loss on modification or extinguishment of debt | $ | $ 15,000,000 | $ 33,000,000 | $ 15,000,000 | $ 75,000,000 | |
CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
CCH Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
CCH Working Capital Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | 1,200,000,000 | $ 1,200,000,000 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
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 | 1.25% | ||||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
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 | 1.75% | ||||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 6,100,000,000 | ||||
Number of Liquefaction LNG Trains | trains | 3 | ||||
Maturity date | Jun. 30, 2024 | ||||
Line of Credit Facility, Date of First Quarterly Payment, Number of Months Following Project Completion | 3 months | ||||
Line Of Credit Facility, Amortization Period | 19 years | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | ||||
Debt Issuance Costs, Required Fees to Agents and Lenders | $ | 53,000,000 | $ 53,000,000 | |||
Loss on modification or extinguishment of debt | $ | 15,000,000 | $ 15,000,000 | |||
CCH [Member] | CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 1.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.50 | ||||
CCH [Member] | CCH Working Capital Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | 1,200,000,000 | $ 1,200,000,000 | |||
Maturity date | Jun. 29, 2023 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | ||||
Debt Issuance Costs, Required Fees to Agents and Lenders | $ | $ 14,000,000 | $ 14,000,000 | |||
CCH [Member] | 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 | Rate | 1.25% | ||||
CCH [Member] | CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.25% | ||||
CCH [Member] | 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 | Rate | 1.75% | ||||
CCH [Member] | CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.75% |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 26,782 | $ 25,336 | |
Outstanding balance - current | 137 | 0 | |
SPL Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | 1,200 | ||
Incremental commitments | 0 | ||
Outstanding balance - current | 0 | ||
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 683 | ||
Available commitment | $ 517 | ||
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% | ||
CQP Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 2,800 | ||
Incremental commitments | 0 | ||
Outstanding balance | 1,090 | 1,090 | |
Commitments prepaid or terminated | 1,470 | ||
Letters of credit issued | 20 | ||
Available commitment | $ 220 | ||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |
Debt Instrument, Maturity Date, Description | February 25, 2020, with principal payments due quarterly commencing on March 31, 2019 | ||
CQP Credit Facilities [Member] | February 25, 2019 [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Increase | 0.50% | ||
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% | |
CQP Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |
CCH Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 8,404 | ||
Incremental commitments | 1,566 | ||
Outstanding balance | 3,891 | 2,485 | |
Commitments prepaid or terminated | 3,832 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 2,247 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | June 30, 2024 | ||
CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
CCH Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 350 | ||
Incremental commitments | 850 | ||
Outstanding balance - current | 14 | 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 305 | ||
Available commitment | $ 881 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | June 29, 2023 | ||
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 | 1.25% | ||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||
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 | 1.75% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
Cheniere Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 750 | ||
Incremental commitments | 0 | ||
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. |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)d$ / shares | Jun. 30, 2017USD ($) | ||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest per contractual rate | $ 58,000,000 | $ 54,000,000 | $ 116,000,000 | $ 107,000,000 | |
2021 Cheniere Convertible Unsecured Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | 1,000,000,000 | 1,000,000,000 | |||
Debt component, net of discount and debt issuance costs | 1,081,000,000 | 1,081,000,000 | |||
Equity component | $ 207,000,000 | 207,000,000 | |||
Conversion value in excess of principal | $ 0 | ||||
Maturity date | May 28, 2021 | ||||
Contractual interest rate | 4.875% | 4.875% | |||
Effective interest rate | [1] | 8.40% | 8.40% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 2 years 333 days | |||
2021 Cheniere Convertible Unsecured Notes [Member] | Note Holders [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 93.64 | $ 93.64 | |||
2025 CCH Holdco II Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 1,000,000,000 | $ 1,000,000,000 | |||
Debt component, net of discount and debt issuance costs | 1,350,000,000 | 1,350,000,000 | |||
Equity component | $ 0 | 0 | |||
Conversion value in excess of principal | $ 0 | ||||
Maturity date | Mar. 1, 2025 | ||||
Contractual interest rate | 11.00% | 11.00% | |||
Effective interest rate | [1] | 11.90% | 11.90% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 2 years 93 days | |||
2025 CCH Holdco II Convertible Senior Notes [Member] | Cheniere [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible,Threshold Market Capitalization | $ 10,000,000,000 | $ 10,000,000,000 | |||
Debt Instrument, Convertible, Percentage of Conversion 1, Discount to VWAP | 10.00% | ||||
Debt Instrument, Convertible, 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 | $ 10,000,000,000 | |||
Debt Instrument, Convertible, 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 | $ 625,000,000 | |||
Debt component, net of discount and debt issuance costs | 310,000,000 | 310,000,000 | |||
Equity component | $ 194,000,000 | 194,000,000 | |||
Conversion value in excess of principal | $ 0 | ||||
Maturity date | Mar. 15, 2045 | ||||
Contractual interest rate | 4.25% | 4.25% | |||
Effective interest rate | [1] | 9.40% | 9.40% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 26 years 265 days | |||
2045 Cheniere Convertible Senior Notes [Member] | Note Holders [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 138.38 | $ 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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Total interest cost | $ 412 | $ 377 | $ 816 | $ 731 |
Capitalized interest | (196) | (189) | (384) | (378) |
Total interest expense, net | 216 | 188 | 432 | 353 |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest per contractual rate | 58 | 54 | 116 | 107 |
Amortization of debt discount | 8 | 7 | 16 | 14 |
Amortization of debt issuance costs | 2 | 2 | 4 | 3 |
Total interest cost | 68 | 63 | 136 | 124 |
Debt Excluding Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest cost | $ 344 | $ 314 | $ 680 | $ 607 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 26,919 | $ 25,336 | |
Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 18,366 | 18,350 |
Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [1] | 19,153 | 20,075 |
2037 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 790 | 790 |
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] | 837 | 871 |
Credit facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [3] | 5,022 | 3,574 |
Credit facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit Facilities, Estimated Fair Value | [3] | 5,022 | 3,574 |
2021 Cheniere Convertible Unsecured Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 1,081 | 1,040 |
2021 Cheniere Convertible Unsecured Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [2] | 1,233 | 1,136 |
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] | 1,350 | 1,273 |
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] | 1,547 | 1,535 |
2045 Cheniere Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 310 | 309 |
2045 Cheniere Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [4] | $ 496 | $ 447 |
[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 SPL Working Capital Facility, CQP Credit Facilities, 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. |
Revenues from Contracts with 65
Revenues from Contracts with Customers (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)bcf / ditem | Jun. 30, 2017USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | |||
Revenue earned from contracts with customers | $ 1,573 | $ 1,230 | $ 3,792 | $ 2,439 |
Regasification Capacity | bcf / d | 4 | |||
Operating and maintenance expense | 147 | 117 | $ 287 | 195 |
TUA Customers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Regasification Capacity | bcf / d | 2 | |||
Number Of Fixed Price Contracts | item | 2 | |||
TUA Customer 1 [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Regasification Capacity | bcf / d | 1 | |||
Revenue, Performance Obligation, Fixed Consideration | $ 125 | |||
Long-term Purchase Commitment, Period | 20 years | |||
TUA Customer 2 [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Regasification Capacity | bcf / d | 1 | |||
Revenue, Performance Obligation, Fixed Consideration | $ 125 | |||
Long-term Purchase Commitment, Period | 20 years | |||
LNG procured from third parties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue earned from contracts with customers | 76 | 155 | $ 186 | 204 |
LNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue earned from contracts with customers | $ 1,472 | 1,160 | $ 3,615 | 2,301 |
Revenue, Variable Consideration Received From Customers, Percentage | 55.00% | 55.00% | ||
Regasification [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue earned from contracts with customers | $ 65 | 65 | $ 130 | 130 |
Revenue, Variable Consideration Received From Customers, Percentage | 3.00% | 3.00% | ||
Terminal Use Agreement Regasification Capacity, Partial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating and maintenance expense | $ 7 | $ 8 | $ 15 | $ 8 |
Revenues from Contracts with 66
Revenues from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue earned from contracts with customers | $ 1,573 | $ 1,230 | $ 3,792 | $ 2,439 | |
Revenues | 1,543 | 1,241 | 3,785 | 2,452 | |
LNG [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue earned from contracts with customers | 1,472 | 1,160 | 3,615 | 2,301 | |
Regasification [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue earned from contracts with customers | 65 | 65 | 130 | 130 | |
Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue earned from contracts with customers | 33 | 4 | 43 | 7 | |
Other, Related Party [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue earned from contracts with customers | 3 | 1 | 4 | 1 | |
Derivative Instruments [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | $ (30) | $ 11 | $ (7) | $ 13 |
[1] | Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. |
Revenues from Contracts with 67
Revenues from Contracts with Customers - Schedule of Deferred Revenue Reconciliation (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Deferred revenues, beginning of period | $ 111 |
Cash received but not yet recognized | 99 |
Revenue recognized from prior period deferral | (111) |
Deferred revenues, end of period | $ 99 |
Revenues from Contracts with 68
Revenues from Contracts with Customers - Schedule of Transaction Price Allocated to Future Performance Obligations (Details) $ in Billions | 6 Months Ended | |
Jun. 30, 2018USD ($) | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Unsatisfied Transaction Price | $ 93.5 | |
LNG [Member] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Unsatisfied Transaction Price | $ 90.7 | |
Weighted Average Recognition Timing | 10 years 180 days | [1] |
Regasification [Member] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Unsatisfied Transaction Price | $ 2.8 | |
Weighted Average Recognition Timing | 5 years 150 days | [1] |
[1] | The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (3) | $ 1 | $ 12 | $ 1 |
Federal statutory tax rate | 21.00% | 35.00% | 21.00% | 35.00% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - 2011 Incentive Plan [Member] shares in Millions | 6 Months Ended |
Jun. 30, 2018shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units granted | 2.3 |
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award Vesting Period, Vests Ratably Over Service Period | 2 years |
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 units granted | 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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 37 | $ 27 | $ 71 | $ 59 |
Capitalized share-based compensation | (7) | (5) | (13) | (13) |
Total share-based compensation expense | 30 | 22 | 58 | 46 |
Tax benefit associated with share-based compensation expense | 0 | 2 | 2 | 2 |
Equity Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | 22 | 10 | 39 | 15 |
Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 15 | $ 17 | $ 32 | $ 44 |
Net Income (Loss) Per Share A72
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted Average Number of Common Shares Outstanding, Basic | 242,800,000 | 232,500,000 | 239,200,000 | 232,400,000 | |
Dilutive Unvested Stock | 0 | 0 | 2,500,000 | 0 | |
Weighted Average Number of Shares Outstanding, Diluted | 242,800,000 | 232,500,000 | 241,700,000 | 232,400,000 | |
Basic net income (loss) per share attributable to common stockholders | $ (0.07) | $ (1.23) | $ 1.42 | $ (0.99) | |
Diluted net income (loss) per share attributable to common stockholders | $ (0.07) | $ (1.23) | $ 1.40 | $ (0.99) | |
Antidilutive securities excluded from computation of earnings per share | 22,400,000 | 17,900,000 | 19,800,000 | 17,900,000 | |
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] | 5,200,000 | 1,300,000 | 2,600,000 | 1,300,000 |
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] | 17,200,000 | 16,600,000 | 17,200,000 | 16,600,000 |
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 | 400,000 | 5,100,000 | 400,000 | 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 0.4 million shares for each of the three and six months ended June 30, 2018 and 5.1 million shares for each of the three and six months ended June 30, 2017, of unvested stock because the performance conditions had not yet been satisfied as of June 30, 2018 and 2017, 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 income (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 June 30, 2018. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 11, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Customer A [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 21.00% | 24.00% | 19.00% | 28.00% | |
Customer A [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 30.00% | 28.00% | |||
Customer B [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | 12.00% | 14.00% | 13.00% | |
Customer B [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | 16.00% | |||
Customer C [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 18.00% | 22.00% | |||
Customer C [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 24.00% | 14.00% | |||
Customer D [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 16.00% | 0.00% | 11.00% | 0.00% | |
Customer D [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | ||||
Customer E [Member] | Total Third-Party Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 18.00% | 19.00% | ||
Customer E [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 0.00% | |||
Customer F [Member] | Accounts Receivable from Third-Parties [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 0.00% | 15.00% |
Supplemental Cash Flow Inform75
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest, net of amounts capitalized | $ 282 | $ 264 |
Contribution of Property | 0 | 14 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 935 | $ 364 |