Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-16383 | |
Entity Registrant Name | CHENIERE ENERGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4352386 | |
Entity Address, Address Line One | 700 Milam Street | |
Entity Address, Address Line Two | Suite 1900 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 713 | |
Local Phone Number | 375-5000 | |
Title of 12(b) Security | Common Stock, $ 0.003 par value | |
Trading Symbol | LNG | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 252,274,015 | |
Entity Central Index Key | 0000003570 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 2,091 | [1] | $ 2,474 |
Restricted cash | 522 | [1] | 520 |
Accounts and other receivables, net | 390 | 491 | |
Inventory | 280 | 312 | |
Derivative assets | 195 | 323 | |
Other current assets | 154 | 92 | |
Total current assets | 3,632 | 4,212 | |
Property, plant and equipment, net | 30,201 | 29,673 | |
Operating lease assets, net | 630 | 439 | |
Non-current derivative assets | 592 | 174 | |
Goodwill | 77 | 77 | |
Deferred tax assets | 414 | 529 | |
Other non-current assets, net | 385 | 388 | |
Total assets | 35,931 | [1] | 35,492 |
Current liabilities | |||
Accounts payable | 41 | 66 | |
Accrued liabilities | 1,006 | 1,281 | |
Current debt | 338 | 0 | |
Deferred revenue | 179 | 161 | |
Current operating lease liabilities | 160 | 236 | |
Derivative liabilities | 164 | 117 | |
Other current liabilities | 29 | 13 | |
Total current liabilities | 1,917 | 1,874 | |
Long-term debt, net | 30,949 | 30,774 | |
Non-current operating lease liabilities | 473 | 189 | |
Non-current finance lease liabilities | 58 | 58 | |
Non-current derivative liabilities | 173 | 151 | |
Other non-current liabilities | 14 | 11 | |
Commitments and Contingencies | |||
Stockholders’ equity | |||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | 0 | 0 | |
Issued: 273.0 million shares at September 30, 2020 and 270.7 million shares at December 31, 2019 | |||
Outstanding: 252.2 million shares at September 30, 2020 and 253.6 million shares at December 31, 2019 | 1 | 1 | |
Treasury stock: 20.8 million shares and 17.1 million shares at September 30, 2020 and December 31, 2019, respectively, at cost | (872) | (674) | |
Additional paid-in-capital | 4,246 | 4,167 | |
Accumulated deficit | (3,399) | (3,508) | |
Total stockholders' deficit | (24) | (14) | |
Non-controlling interest | 2,371 | 2,449 | |
Total equity | 2,347 | 2,435 | |
Total liabilities and stockholders’ equity | $ 35,931 | [1] | $ 35,492 |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash. |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Assets | $ 35,931 | [1] | $ 35,492 |
Cash and cash equivalents | 2,091 | [1] | 2,474 |
Restricted cash | $ 522 | [1] | $ 520 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Common Stock, Par Value Per Share | $ 0.003 | $ 0.003 | |
Common stock, Shares Authorized | 480,000,000 | 480,000,000 | |
Common Stock, Shares, Issued | 273,000,000 | 270,700,000 | |
Treasury Stock, Shares | 17,100,000 | ||
Common Stock | |||
Common Stock, Shares, Outstanding | 252,200,000 | 253,600,000 | |
Treasury Stock | |||
Treasury Stock, Shares | 20,800,000 | ||
Cheniere Partners [Member] | |||
Assets | $ 18,828 | $ 19,120 | |
Liabilities | 18,492 | 18,602 | |
Cash and cash equivalents | 1,254 | 1,781 | |
Restricted cash | $ 157 | $ 181 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenues | |||||
Revenues | $ 1,460 | $ 2,170 | $ 6,571 | $ 6,723 | |
Revenues from contracts with customers | 1,421 | 2,078 | 6,338 | 6,394 | |
Operating costs and expenses | |||||
Cost of sales (excluding items shown separately below) | 768 | 1,267 | 2,295 | 3,758 | |
Operating and maintenance expense | 317 | 308 | 988 | 824 | |
Development expense | 0 | 2 | 5 | 6 | |
Selling, general and administrative expense | 70 | 72 | 224 | 222 | |
Depreciation and amortization expense | 233 | 213 | 699 | 561 | |
Impairment expense and loss on disposal of assets | 0 | 1 | 5 | 7 | |
Total operating costs and expenses | 1,388 | 1,863 | 4,216 | 5,378 | |
Income from operations | 72 | 307 | 2,355 | 1,345 | |
Other expense | |||||
Interest expense, net of capitalized interest | (355) | (395) | (1,174) | (1,014) | |
Loss on modification or extinguishment of debt | (171) | (27) | (215) | (27) | |
Interest rate derivative loss, net | 0 | (78) | (233) | (187) | |
Other expense, net | (129) | (70) | (115) | (38) | |
Total other expense | (655) | (570) | (1,737) | (1,266) | |
Income (loss) before income taxes and non-controlling interest | (583) | (263) | 618 | 79 | |
Income tax benefit (provision) | 75 | 3 | (119) | 0 | |
Net income (loss) | (508) | (260) | 499 | 79 | |
Less: net income (loss) attributable to non-controlling interest | (45) | 58 | 390 | 370 | |
Net income (loss) attributable to common stockholders | $ (463) | $ (318) | $ 109 | $ (291) | |
Net income (loss) per share attributable to common stockholders—basic and diluted | [1] | $ (1.84) | $ (1.25) | $ 0.43 | $ (1.13) |
Weighted average number of common shares outstanding—basic | 252.2 | 256 | 252.5 | 256.8 | |
Weighted average number of common shares outstanding—diluted | 252.2 | 256 | 253.2 | 256.8 | |
LNG [Member] | |||||
Revenues | |||||
Revenues | $ 1,373 | $ 2,059 | $ 6,236 | $ 6,375 | |
Revenues from contracts with customers | [2] | 1,344 | 1,995 | 6,088 | 6,142 |
Regasification [Member] | |||||
Revenues | |||||
Revenues from contracts with customers | 67 | 66 | 202 | 199 | |
Other [Member] | |||||
Revenues | |||||
Revenues | 20 | 45 | 133 | 149 | |
Revenues from contracts with customers | $ 10 | $ 17 | $ 48 | $ 53 | |
[1] | Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented. | ||||
[2] | LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. LNG revenues during the three and nine months ended September 30, 2020 included $171 million and $932 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $47 million would have otherwise been recognized subsequent to September 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended September 30, 2020 excluded $458 million in prior period cancellations that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ 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, 2018 | 257,000,000 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2018 | 12,800,000 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2018 | $ 1,929 | $ 1 | $ (406) | $ 4,035 | $ (4,156) | $ 2,455 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 600,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 28 | $ 0 | $ 0 | 28 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (200,000) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 200,000 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (12) | $ 0 | $ (12) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 196 | 0 | 0 | 0 | 0 | 196 |
Distributions and dividends to non-controlling interest | (144) | 0 | 0 | 0 | 0 | (144) |
Net income (loss) | 141 | $ 0 | $ 0 | 0 | 141 | 0 |
Common Stock, Shares, Outstanding, End of Period at Mar. 31, 2019 | 257,400,000 | |||||
Treasury Stock, Shares, End of Period at Mar. 31, 2019 | 13,000,000 | |||||
Stockholders' Equity, End of Period at Mar. 31, 2019 | 2,138 | $ 1 | $ (418) | 4,063 | (4,015) | 2,507 |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2018 | 257,000,000 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2018 | 12,800,000 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2018 | $ 1,929 | $ 1 | $ (406) | 4,035 | (4,156) | 2,455 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased, at cost, shares | 2,522,324 | |||||
Net income (loss) attributable to non-controlling interest | $ 370 | |||||
Net income (loss) | (291) | |||||
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2019 | 255,000,000 | |||||
Treasury Stock, Shares, End of Period at Sep. 30, 2019 | 15,600,000 | |||||
Stockholders' Equity, End of Period at Sep. 30, 2019 | 1,486 | $ 1 | $ (584) | 4,130 | (4,447) | 2,386 |
Common Stock, Shares, Outstanding, Beginning of Period at Mar. 31, 2019 | 257,400,000 | |||||
Treasury Stock, Shares, Beginning of Period at Mar. 31, 2019 | 13,000,000 | |||||
Stockholders' Equity, Beginning of Period at Mar. 31, 2019 | 2,138 | $ 1 | $ (418) | 4,063 | (4,015) | 2,507 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 100,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 33 | $ 0 | $ 0 | 33 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | 0 | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 0 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (2) | $ 0 | $ (2) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | 0 | 0 | ||||
Shares repurchased, at cost | (3) | $ 0 | $ (3) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 116 | 0 | 0 | 0 | 0 | 116 |
Equity portion of convertible notes, net | 1 | 0 | 0 | 1 | 0 | 0 |
Distributions and dividends to non-controlling interest | (146) | 0 | 0 | 0 | 0 | (146) |
Net income (loss) | (114) | $ 0 | $ 0 | 0 | (114) | 0 |
Common Stock, Shares, Outstanding, End of Period at Jun. 30, 2019 | 257,500,000 | |||||
Treasury Stock, Shares, End of Period at Jun. 30, 2019 | 13,000,000 | |||||
Stockholders' Equity, End of Period at Jun. 30, 2019 | 2,023 | $ 1 | $ (423) | 4,097 | (4,129) | 2,477 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 100,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 33 | $ 0 | $ 0 | 33 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (100,000) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 100,000 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | $ (5) | $ 0 | $ (5) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | 2,477,724 | (2,500,000) | 2,500,000 | |||
Shares repurchased, at cost | $ (156) | $ 0 | $ (156) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 58 | 0 | 0 | 0 | 0 | 58 |
Distributions and dividends to non-controlling interest | (149) | 0 | 0 | 0 | 0 | (149) |
Net income (loss) | (318) | $ 0 | $ 0 | 0 | (318) | 0 |
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2019 | 255,000,000 | |||||
Treasury Stock, Shares, End of Period at Sep. 30, 2019 | 15,600,000 | |||||
Stockholders' Equity, End of Period at Sep. 30, 2019 | $ 1,486 | $ 1 | $ (584) | 4,130 | (4,447) | 2,386 |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2019 | 253,600,000 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2019 | 17,100,000 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2019 | $ 2,435 | $ 1 | $ (674) | 4,167 | (3,508) | 2,449 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 2,100,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 29 | $ 0 | $ 0 | 29 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (700,000) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 700,000 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (39) | $ 0 | $ (39) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | (2,900,000) | 2,900,000 | ||||
Shares repurchased, at cost | (155) | $ 0 | $ (155) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 228 | 0 | 0 | 0 | 0 | 228 |
Distributions and dividends to non-controlling interest | (154) | 0 | 0 | 0 | 0 | (154) |
Net income (loss) | 375 | $ 0 | $ 0 | 0 | 375 | 0 |
Common Stock, Shares, Outstanding, End of Period at Mar. 31, 2020 | 252,100,000 | |||||
Treasury Stock, Shares, End of Period at Mar. 31, 2020 | 20,700,000 | |||||
Stockholders' Equity, End of Period at Mar. 31, 2020 | $ 2,719 | $ 1 | $ (868) | 4,196 | (3,133) | 2,523 |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2019 | 253,600,000 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2019 | 17,100,000 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2019 | $ 2,435 | $ 1 | $ (674) | 4,167 | (3,508) | 2,449 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased, at cost, shares | 2,875,376 | |||||
Net income (loss) attributable to non-controlling interest | $ 390 | |||||
Net income (loss) | 109 | |||||
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2020 | 252,200,000 | |||||
Treasury Stock, Shares, End of Period at Sep. 30, 2020 | 20,800,000 | |||||
Stockholders' Equity, End of Period at Sep. 30, 2020 | 2,347 | $ 1 | $ (872) | 4,246 | (3,399) | 2,371 |
Common Stock, Shares, Outstanding, Beginning of Period at Mar. 31, 2020 | 252,100,000 | |||||
Treasury Stock, Shares, Beginning of Period at Mar. 31, 2020 | 20,700,000 | |||||
Stockholders' Equity, Beginning of Period at Mar. 31, 2020 | 2,719 | $ 1 | $ (868) | 4,196 | (3,133) | 2,523 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 100,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 31 | $ 0 | $ 0 | 31 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | 0 | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 0 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (2) | $ 0 | $ (2) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 207 | 0 | 0 | 0 | 0 | 207 |
Distributions and dividends to non-controlling interest | (156) | 0 | 0 | 0 | 0 | (156) |
Net income (loss) | 197 | $ 0 | $ 0 | 0 | 197 | 0 |
Common Stock, Shares, Outstanding, End of Period at Jun. 30, 2020 | 252,200,000 | |||||
Treasury Stock, Shares, End of Period at Jun. 30, 2020 | 20,700,000 | |||||
Stockholders' Equity, End of Period at Jun. 30, 2020 | 2,996 | $ 1 | $ (870) | 4,227 | (2,936) | 2,574 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 100,000 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 26 | $ 0 | $ 0 | 26 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (100,000) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 100,000 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | $ (2) | $ 0 | $ (2) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | 0 | |||||
Net income (loss) attributable to non-controlling interest | $ (45) | 0 | 0 | 0 | 0 | (45) |
Reacquisition of equity component of convertible notes, net of tax | (7) | 0 | 0 | (7) | 0 | 0 |
Distributions and dividends to non-controlling interest | (158) | 0 | 0 | 0 | 0 | (158) |
Net income (loss) | (463) | $ 0 | $ 0 | 0 | (463) | 0 |
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2020 | 252,200,000 | |||||
Treasury Stock, Shares, End of Period at Sep. 30, 2020 | 20,800,000 | |||||
Stockholders' Equity, End of Period at Sep. 30, 2020 | $ 2,347 | $ 1 | $ (872) | $ 4,246 | $ (3,399) | $ 2,371 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income | $ 499 | $ 79 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 699 | 561 |
Share-based compensation expense | 84 | 94 |
Non-cash interest expense | 43 | 122 |
Amortization of debt issuance costs, premium and discount | 94 | 71 |
Non-cash operating lease costs | 222 | 251 |
Loss on modification or extinguishment of debt | 215 | 27 |
Total losses (gains) on derivatives, net | (282) | 22 |
Net cash provided by settlement of derivative instruments | 61 | 108 |
Impairment expense and loss on disposal of assets | 5 | 7 |
Impairment or loss on equity method investments | 130 | 88 |
Deferred taxes | 115 | (2) |
Repayment of paid-in-kind interest related to repurchase of convertible notes | (911) | 0 |
Other | 2 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables, net | 101 | (5) |
Inventory | 31 | 35 |
Other current assets | (27) | (45) |
Accounts payable and accrued liabilities | (93) | (82) |
Deferred revenue | 18 | 33 |
Operating lease liabilities | (205) | (263) |
Finance lease liabilities | 0 | 1 |
Other, net | (36) | (10) |
Net cash provided by operating activities | 765 | 1,092 |
Cash flows from investing activities | ||
Property, plant and equipment, net | (1,437) | (2,587) |
Investment in equity method investment | (100) | (70) |
Other | (8) | (1) |
Net cash used in investing activities | (1,545) | (2,658) |
Cash flows from financing activities | ||
Proceeds from issuances of debt | 7,683 | 4,420 |
Repayments of debt | (6,324) | (2,237) |
Debt issuance and other financing costs | (124) | (38) |
Debt modification or extinguishment costs | (170) | (4) |
Distributions and dividends to non-controlling interest | (468) | (439) |
Payments related to tax withholdings for share-based compensation | (43) | (19) |
Repurchase of common stock | (155) | (159) |
Other | 0 | 3 |
Net cash provided by financing activities | 399 | 1,527 |
Net decrease in cash, cash equivalents and restricted cash | (381) | (39) |
Cash, cash equivalents and restricted cash—beginning of period | 2,994 | 3,156 |
Cash, cash equivalents and restricted cash—end of period | $ 2,613 | $ 3,117 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Balances per Consolidated Balance Sheets: | |||||
Cash and cash equivalents | $ 2,091 | [1] | $ 2,474 | ||
Restricted cash | 522 | [1] | 520 | ||
Total cash, cash equivalents and restricted cash | $ 2,613 | $ 2,994 | $ 3,117 | $ 3,156 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash. |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | NATURE OF OPERATIONS AND BASIS OF PRESENTATION We are operating and constructing two natural gas liquefaction and export facilities at Sabine Pass and Corpus Christi. 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, through its subsidiary SPL, is currently operating five natural gas liquefaction Trains and is constructing one additional Train for a total production capacity of approximately 30 mtpa of LNG (the “SPL Project”) at the Sabine Pass LNG terminal. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ subsidiary, SPLNG, that include pre-existing infrastructure of five LNG storage tanks, two marine berths and vaporizers and an additional marine berth that is under construction. Cheniere Partners also owns a 94-mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”) through its subsidiary, CTPL. As of September 30, 2020, we owned 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners. The Corpus Christi LNG terminal is located near Corpus Christi, Texas and is operated and constructed by our subsidiary, CCL. We are currently operating two Trains and one additional Train is undergoing commissioning for a total production capacity of approximately 15 mtpa of LNG. We also operate a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Trains, the “CCL Project”) through our subsidiary, CCP. The CCL Project, once fully constructed, will contain three LNG storage tanks and two marine berths. Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project (“Corpus Christi Stage 3”) through our subsidiary CCL Stage III, for up to seven midscale Trains with an expected total production capacity of approximately 10 mtpa of LNG. We received approval from FERC in November 2019 to site, construct and operate the expansion project. We remain focused on operational excellence and customer satisfaction. Increasing demand of LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We hold significant land positions at both the Sabine Pass LNG terminal and the Corpus Christi LNG terminal which provide opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, 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 fiscal year ended December 31, 2019. Results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2020. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, restricted cash consisted of the following (in millions): September 30, December 31, 2020 2019 Current restricted cash SPL Project $ 157 $ 181 CCL Project 145 80 Cash held by our subsidiaries restricted to Cheniere 220 259 Total current restricted cash $ 522 $ 520 Pursuant to the accounts agreements entered into with the collateral trustees for the benefit of SPL’s debt holders and CCH’s debt holders, SPL and CCH are required to deposit all cash received into reserve accounts controlled by the collateral trustees. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the SPL Project and the CCL Project (collectively, the “Liquefaction Projects”) and other restricted payments. The majority of the cash held by our subsidiaries restricted to Cheniere relates to advance funding for operation and construction needs of the Liquefaction Projects. |
Accounts and Other Receivables
Accounts and Other Receivables | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of September 30, 2020 and December 31, 2019, accounts and other receivables, net consisted of the following (in millions): September 30, December 31, 2020 2019 Trade receivables SPL and CCL $ 249 $ 328 Cheniere Marketing 41 113 Other accounts receivable 100 50 Total accounts and other receivables, net $ 390 $ 491 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of September 30, 2020 and December 31, 2019, inventory consisted of the following (in millions): September 30, December 31, 2020 2019 Natural gas $ 21 $ 16 LNG 45 67 LNG in-transit 69 93 Materials and other 145 136 Total inventory $ 280 $ 312 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT As of September 30, 2020 and December 31, 2019, property, plant and equipment, net consisted of the following (in millions): September 30, December 31, 2020 2019 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 27,435 $ 27,305 LNG site and related costs 324 322 LNG terminal construction-in-process 4,977 3,903 Accumulated depreciation (2,716) (2,049) Total LNG terminal costs, net 30,020 29,481 Fixed assets and other Computer and office equipment 25 23 Furniture and fixtures 19 22 Computer software 115 110 Leasehold improvements 47 42 Land 59 59 Other 24 21 Accumulated depreciation (162) (141) Total fixed assets and other, net 127 136 Assets under finance lease Tug vessels 60 60 Accumulated depreciation (6) (4) Total assets under finance lease, net 54 56 Property, plant and equipment, net $ 30,201 $ 29,673 The following table shows depreciation expense and offsets to LNG terminal costs during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Depreciation expense $ 231 $ 211 $ 694 $ 557 Offsets to LNG terminal costs (1) — 99 — 301 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
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 (“CCH Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on CCH’s amended and restated credit facility (the “CCH Credit Facility”) and to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH (“CCH Interest Rate Forward Start Derivatives” and, collectively with the CCH Interest Rate Derivatives, the “Interest Rate Derivatives”); • commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3 (“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 or fair value 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 September 30, 2020 and December 31, 2019, 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 September 30, 2020 December 31, 2019 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 CCH Interest Rate Derivatives liability $ — $ (165) $ — $ (165) $ — $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives liability — — — — — (8) — (8) Liquefaction Supply Derivatives asset (liability) (7) (5) 533 521 5 6 138 149 LNG Trading Derivatives asset 12 80 — 92 — 165 — 165 FX Derivatives asset — 2 — 2 — 4 — 4 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 or option-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 observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including evaluating whether the respective market is available as pipeline infrastructure is developed. The fair value of our Physical Liquefaction Supply Derivatives incorporates risk premiums related to the satisfaction of conditions precedent, such as completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow. As of September 30, 2020 and December 31, 2019, some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure was under development to accommodate marketable physical gas flow. 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 incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity, volatility and contract duration. 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 and international LNG prices. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2020: Net Fair Value Asset Valuation Approach Significant Unobservable Input Range of Significant Unobservable Inputs / Weighted Average (1) Physical Liquefaction Supply Derivatives $533 Market approach incorporating present value techniques Henry Hub basis spread $(0.557) - $0.055 / $(0.030) Option pricing model International LNG pricing spread, relative to Henry Hub (2) 56% - 173% / 137% (1) Unobservable inputs were weighted by the relative fair value of the instruments. (2) Spread contemplates U.S. dollar-denominated pricing. Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of our Physical Liquefaction Supply Derivatives. The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Balance, beginning of period $ 590 $ 89 $ 138 $ (29) Realized and mark-to-market gains (losses): Included in cost of sales (27) (137) 454 (139) Purchases and settlements: Purchases 1 17 2 93 Settlements (31) — (61) 44 Balance, end of period $ 533 $ (31) $ 533 $ (31) Change in unrealized gains (losses) relating to instruments still held at end of period $ (27) $ (137) $ 454 $ (139) 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 the unconditional right of set-off in the event of default. 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, counterparties are at risk that we will be unable to meet our commitments in instances where our derivative instruments are in a liability position. We incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees. Interest Rate Derivatives In August 2020, we settled the outstanding CCH Interest Rate Forward Start Derivatives used to hedge against changes in the interest rates of CCH’s debt. As of September 30, 2020, we had the following Interest Rate Derivatives outstanding: Notional Amounts September 30, 2020 December 31, 2019 Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CCH Interest Rate Derivatives $4.7 billion $4.5 billion May 31, 2022 2.30% One-month LIBOR The following table shows the fair value and location of the Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): September 30, 2020 December 31, 2019 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Total CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Total Consolidated Balance Sheets Location Derivative liabilities $ (99) $ — $ (99) $ (32) $ (8) $ (40) Non-current derivative liabilities (66) — (66) (49) — (49) Total derivative liabilities $ (165) $ — $ (165) $ (81) $ (8) $ (89) The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative loss, net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 CCH Interest Rate Derivatives loss $ — $ (17) $ (138) $ (119) CCH Interest Rate Forward Start Derivatives loss — (61) (95) (68) Commodity Derivatives SPL, CCL and CCL Stage III have entered into physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the Liquefaction Projects and potential future development of Corpus Christi Stage 3, respectively, which are primarily indexed to the natural gas market and international LNG indices. The remaining terms of the index-based physical natural gas supply contracts range up to approximately 15 years, some of which commence upon the satisfaction of certain events or states of affairs. We have entered into, and may from time to time enter into, financial LNG Trading Derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with LNG purchase and sale transactions. 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): September 30, 2020 December 31, 2019 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheets Location Derivative assets $ 96 $ 91 $ 187 $ 93 $ 225 $ 318 Non-current derivative assets 584 8 592 174 — 174 Total derivative assets 680 99 779 267 225 492 Derivative liabilities (53) (7) (60) (16) (60) (76) Non-current derivative liabilities (106) — (106) (102) — (102) Total derivative liabilities (159) (7) (166) (118) (60) (178) Derivative asset, net $ 521 $ 92 $ 613 $ 149 $ 165 $ 314 Notional amount, net (in TBtu) (3) 8,818 4 9,177 4 (1) Does not include collateral posted with counterparties by us of $20 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See No te 13 — Related Party Transactions . (2) Does not include collateral posted with counterparties by us of zero and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. (3) Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 13—Related Party Transactions . 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 nine months ended September 30, 2020 and 2019 (in millions): Consolidated Statements of Operations Location (1) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 LNG Trading Derivatives gain LNG revenues $ 13 $ 22 $ 119 $ 180 LNG Trading Derivatives loss Cost of sales (5) (17) (5) (68) Liquefaction Supply Derivatives gain (2) LNG revenues 21 — 7 1 Liquefaction Supply Derivatives gain (loss) (2) Cost of sales (103) (139) 372 — (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 Cheniere Marketing has entered into FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions. 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 Sheets Location September 30, 2020 December 31, 2019 FX Derivatives Derivative assets $ 8 $ 5 FX Derivatives Derivative liabilities (5) (1) FX Derivatives Non-current derivative liabilities (1) — The total notional amount of our FX Derivatives was $535 million and $827 million as of September 30, 2020 and December 31, 2019, respectively. The following table shows the changes in the fair value, settlements and location of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, Consolidated Statements of Operations Location 2020 2019 2020 2019 FX Derivatives gain (loss) LNG revenues $ (5) $ 43 $ 22 $ 52 Consolidated Balance Sheets 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 September 30, 2020 CCH Interest Rate Derivatives $ (165) $ — $ (165) Liquefaction Supply Derivatives 687 (7) 680 Liquefaction Supply Derivatives (177) 18 (159) LNG Trading Derivatives 111 (12) 99 LNG Trading Derivatives (14) 7 (7) FX Derivatives 17 (9) 8 FX Derivatives (21) 15 (6) As of December 31, 2019 CCH Interest Rate Derivatives $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives (8) — (8) Liquefaction Supply Derivatives 281 (14) 267 Liquefaction Supply Derivatives (126) 8 (118) LNG Trading Derivatives 229 (4) 225 LNG Trading Derivatives (60) — (60) FX Derivatives 9 (4) 5 FX Derivatives (6) 5 (1) |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of September 30, 2020 and December 31, 2019, other non-current assets, net consisted of the following (in millions): September 30, December 31, 2020 2019 Advances made to municipalities for water system enhancements $ 85 $ 87 Advances and other asset conveyances to third parties to support LNG terminals 61 55 Advances made under EPC and non-EPC contracts 5 29 Equity method investments 77 108 Debt issuance costs and debt discount, net 46 45 Tax-related payments and receivables 20 20 Contract assets, net 64 18 Other 27 26 Total other non-current assets, net $ 385 $ 388 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”), which we account for as an equity method investment. See Note 8—Other Non-Current Assets of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 for further information. During the three and nine months ended September 30, 2020, we recognized other-than-temporary impairment losses of $129 million related to our investment in Midship Holdings. Impairment was precipitated primarily due to declining market conditions in the energy industry and customer credit risk, resulting in a reduction in the fair value of our equity interests. During the three and nine months ended September 30, 2019, we recognized losses of $87 million related to our investments in certain equity method investees, including Midship Holdings. Impairments were primarily the result of cost overruns and extended construction timelines for operating infrastructure of our investees’ projects, resulting in a reduction of the fair value of our equity interests. The fair values of our equity interests were measured using an income approach, which utilized level 3 fair value inputs such as projected earnings and discount rates, and/or market approach. Impairment losses associated with our equity method investments are presented in other expense, net. Our investment in Midship Holdings, net of impairment losses, was $76 million and $105 million at September 30, 2020 and December 31, 2019, respectively. |
Non-Controlling Interest and Va
Non-Controlling Interest and Variable Interest Entity | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest and Variable Interest Entity [Abstract] | |
Non-Controlling Interest and Variable Interest Entity | NON-CONTROLLING INTEREST AND VARIABLE INTEREST ENTITY We own a 48.6% limited partner interest in Cheniere Partners in the form of 239.9 million common units, with the remaining non-controlling interest held by The Blackstone Group Inc., Brookfield Asset Management Inc. and the public. In July 2020, the board of directors of Cheniere Partners’ general partner confirmed and approved that, following the distribution with respect to the three months ended June 30, 2020, the financial tests required for conversion of Cheniere Partners’ subordinated units, all of which were held by us, were met under the terms of Cheniere Partners’ partnership agreement. Accordingly, effective August 17, 2020, the first business day following the payment of the distribution, all of Cheniere Partners’ subordinated units were automatically converted into common units on a one-for-one basis and the subordination period was terminated. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. Cheniere Partners is accounted for as a consolidated VIE. See Note 9—Non-Controlling Interest and Variable Interest Entity of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 for further information. The following table presents the summarized assets and liabilities (in millions) of Cheniere Partners, our consolidated VIE, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of Cheniere Partners. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third-party assets and liabilities of Cheniere Partners only and exclude intercompany balances that eliminate in consolidation. September 30, December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 1,254 $ 1,781 Restricted cash 157 181 Accounts and other receivables, net 204 297 Other current assets 244 184 Total current assets 1,859 2,443 Property, plant and equipment, net 16,666 16,368 Other non-current assets, net 303 309 Total assets $ 18,828 $ 19,120 LIABILITIES Current liabilities Accrued liabilities $ 564 $ 709 Other current liabilities 236 210 Total current liabilities 800 919 Long-term debt, net 17,573 17,579 Other non-current liabilities 119 104 Total liabilities $ 18,492 $ 18,602 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of September 30, 2020 and December 31, 2019, accrued liabilities consisted of the following (in millions): September 30, December 31, 2020 2019 Interest costs and related debt fees $ 375 $ 293 Accrued natural gas purchases 350 460 LNG terminals and related pipeline costs 106 327 Compensation and benefits 88 115 Accrued LNG inventory 3 6 Other accrued liabilities 84 80 Total accrued liabilities $ 1,006 $ 1,281 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of September 30, 2020 and December 31, 2019, our debt consisted of the following (in millions): September 30, December 31, 2020 2019 Long-term debt: SPL — 4.200% to 6.25% senior secured notes due through 2037 and working capital facility (“2020 SPL Working Capital Facility”) $ 13,650 $ 13,650 Cheniere Partners — 4.500% to 5.625% senior notes due through 2029 and credit facilities (“2019 CQP Credit Facilities”) 4,100 4,100 CCH — 3.52% to 7.000% senior secured notes due through 2039 and CCH Credit Facility 10,240 10,235 CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) — 1,578 Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”) 3,620 1,903 Unamortized premium, discount and debt issuance costs, net (661) (692) Total long-term debt, net 30,949 30,774 Current debt: SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”) — — CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility 249 — Cheniere Marketing — trade finance facilities — — Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 93 — Unamortized premium, discount and debt issuance costs, net (4) — Total current debt 338 — Total debt, net $ 31,287 $ 30,774 Issuances The following table shows the issuances of debt during the nine months ended September 30, 2020: Maturity Date Interest Rate Principal Amount Issued (in millions) Three Months Ended June 30, 2020 SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1) May 15, 2030 4.500% $ 2,000 Three Months Ended September 30, 2020 CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2) December 31, 2039 3.52% 769 Cheniere — 2028 Cheniere Senior Secured Notes (3) October 15, 2028 4.625% 2,000 Nine Months Ended September 30, 2020 total $ 4,769 (1) Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”), resulting in the recognition of debt extinguishment costs of $43 million for the nine months ended September 30, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs. (2) Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the three and nine months ended September 30, 2020 relating to the write off of unamortized debt discounts and issuance costs. (3) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $100 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $14 million for the nine months ended September 30, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million. Credit Facilities and Delayed Draw Term Loan Below is a summary of our credit facilities and delayed draw term loan outstanding as of September 30, 2020 (in millions): 2020 SPL Working Capital Facility (1) 2019 CQP Credit Facilities CCH Credit Facility (2) CCH Working Capital Facility Cheniere Revolving Credit Facility Cheniere Term Loan Facility (3) Original facility size $ 1,200 $ 1,500 $ 8,404 $ 350 $ 750 $ 2,620 Incremental commitments — — 1,566 850 500 75 Less: Outstanding balance — — 2,627 141 375 248 Commitments prepaid or terminated — 750 7,343 — — 2,075 Letters of credit issued 413 — — 293 182 — Available commitment $ 787 $ 750 $ — $ 766 $ 693 $ 372 Interest rate on available balance LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750% LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125% 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 1.75% - 2.50% or base rate plus 0.75% - 1.50% (4) Weighted average interest rate of outstanding balance n/a n/a 1.90% 1.41% 1.90% 2.15% Maturity date March 19, 2025 May 29, 2024 June 30, 2024 June 29, 2023 December 13, 2022 June 18, 2023 (1) The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans. (2) We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes. (3) Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility . (4) LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity. Convertible Notes Below is a summary of our convertible notes outstanding as of September 30, 2020 (in millions): 2021 Cheniere Convertible Unsecured Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 625 Add: interest paid-in-kind 309 — Less: aggregate principal redeemed (844) — Aggregate remaining principal $ 465 $ 625 Debt component, net of discount and debt issuance costs $ 453 $ 316 Equity component $ 201 $ 194 Interest payment method Paid-in-kind Cash Conversion by us (1) — (2) Conversion by holders (1) (3) (4) Conversion basis Cash and/or stock Cash and/or stock Conversion value in excess of principal $ — $ — Maturity date May 28, 2021 March 15, 2045 Contractual interest rate 4.875 % 4.25 % Effective interest rate (5) 8.1 % 9.4 % Remaining debt discount and debt issuance costs amortization period (6) 0.7 years 24.5 years (1) Conversion is subject to various limitations and conditions. (2) Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date. (3) 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. (4) 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). (5) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (6) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity. Restrictive Debt Covenants As of September 30, 2020, each of our issuers was in compliance with all covenants related to their respective debt agreements. Interest Expense Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest cost on convertible notes: Interest per contractual rate $ 20 $ 65 $ 140 $ 191 Amortization of debt discount 7 10 41 29 Amortization of debt issuance costs 1 3 8 9 Total interest cost related to convertible notes 28 78 189 229 Interest cost on debt and finance leases excluding convertible notes 388 390 1,167 1,145 Total interest cost 416 468 1,356 1,374 Capitalized interest (61) (73) (182) (360) Total interest expense, net of capitalized interest $ 355 $ 395 $ 1,174 $ 1,014 Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in millions): September 30, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Senior notes — Level 2 (1) $ 24,700 $ 27,109 $ 22,700 $ 24,650 Senior notes — Level 3 (2) 2,771 3,090 2,002 2,259 Credit facilities (3) 3,391 3,391 3,283 3,283 2021 Cheniere Convertible Unsecured Notes (2) 465 474 1,278 1,312 2025 CCH HoldCo II Convertible Senior Notes (2) — — 1,578 1,807 2045 Cheniere Convertible Senior Notes (4) 625 452 625 498 (1) 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) 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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LEASESOur leased assets consist primarily of (1) LNG vessel time charters (“vessel charters”), (2) tug vessels, (3) office space and facilities and (4) land sites, all of which are classified as operating leases except for our tug vessels at the Corpus Christi LNG terminal, which are classified as finance leases. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in millions): Consolidated Balance Sheets Location September 30, 2020 December 31, 2019 Right-of-use assets—Operating Operating lease assets, net $ 630 $ 439 Right-of-use assets—Financing Property, plant and equipment, net 54 56 Total right-of-use assets $ 684 $ 495 Current operating lease liabilities Current operating lease liabilities $ 160 $ 236 Current finance lease liabilities Other current liabilities 2 1 Non-current operating lease liabilities Non-current operating lease liabilities 473 189 Non-current finance lease liabilities Non-current finance lease liabilities 58 58 Total lease liabilities $ 693 $ 484 The following table shows the classification and location of our lease costs on our Consolidated Statements of Operations (in millions): Consolidated Statements of Operations Location Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (a) Operating costs and expenses (1) $ 77 $ 163 $ 316 $ 440 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense — 1 2 3 Interest on lease liabilities Interest expense, net of capitalized interest 2 2 7 7 Total lease cost $ 79 $ 166 $ 325 $ 450 (a) Included in operating lease cost: Short-term lease costs $ 9 $ 57 $ 60 $ 150 Variable lease costs paid to the lessor 3 8 12 21 (1) Presented in cost of sales, operating and maintenance expense or selling, general and administrative expense consistent with the nature of the asset under lease. Future annual minimum lease payments for operating and finance leases as of September 30, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) Finance Leases 2020 $ 74 $ 3 2021 145 10 2022 109 10 2023 96 10 2024 95 10 Thereafter 284 136 Total lease payments 803 179 Less: Interest (170) (119) Present value of lease liabilities $ 633 $ 60 (1) Does not include $1.5 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of September 30, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. The following table shows the weighted-average remaining lease term and the weighted-average discount rate for our operating leases and finance leases: September 30, 2020 December 31, 2019 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.6 17.9 8.4 18.7 Weighted-average discount rate (1) 5.7% 16.2% 5.2% 16.2% (1) The finance leases commenced prior to the adoption of the current leasing standard under GAAP. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets. The following table includes other quantitative information for our operating and finance leases (in millions): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 226 $ 280 Operating cash flows from finance leases 8 6 Right-of-use assets obtained in exchange for new operating lease liabilities 412 189 LNG Vessel Subcharters From time to time, we sublease certain LNG vessels under charter to third parties while retaining our existing obligation to the original lessor. As of September 30, 2020 and December 31, 2019, we had zero and $9 million in future minimum sublease payments to be received from LNG vessel subcharters, respectively, which will be recognized entirely within 2020. The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed Income $ 9 $ 23 $ 61 $ 81 Variable Income 1 5 24 15 Total sublease income $ 10 $ 28 $ 85 $ 96 |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 LNG revenues (1) $ 1,344 $ 1,995 $ 6,088 $ 6,142 Regasification revenues 67 66 202 199 Other revenues 10 17 48 53 Total revenues from customers 1,421 2,078 6,338 6,394 Net derivative gains (2) 29 64 148 233 Other (3) 10 28 85 96 Total revenues $ 1,460 $ 2,170 $ 6,571 $ 6,723 (1) LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. LNG revenues during the three and nine months ended September 30, 2020 included $171 million and $932 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $47 million would have otherwise been recognized subsequent to September 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended September 30, 2020 excluded $458 million in prior period cancellations that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. (2) See Note 6—Derivative Instruments for additional information about our derivatives. (3) Includes revenues from LNG vessel subcharters. See Note 11—Leases for additional information about our subleases. Contract Assets and Liabilities The following table shows our contract assets, net, which are classified as other non-current assets, net on our Consolidated Balance Sheets (in millions): September 30, December 31, 2020 2019 Contract assets, net $ 64 $ 18 Contract assets represent our right to consideration for transferring goods or services to the customer under the terms of a sales contract when the associated consideration is not yet due. Changes in contract assets during the nine months ended September 30, 2020 were primarily attributable to revenue recognized due to the delivery of LNG under certain SPAs for which the associated consideration was not yet due. The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions): Nine Months Ended September 30, 2020 Deferred revenues, beginning of period $ 161 Cash received but not yet recognized 179 Revenue recognized from prior period deferral (161) Deferred revenues, end of period $ 179 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 September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 103.2 10 $ 106.4 11 Regasification revenues 2.2 5 2.4 5 Total revenues $ 105.4 $ 108.8 (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 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) The table above excludes substantially all variable consideration under our SPAs and TUAs. 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 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. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Approximately 37% and 47% of our LNG revenues from contracts included in the table above during the three months ended September 30, 2020 and 2019, respectively, and approximately 35% and 52% of our LNG revenues from contracts included in the table above during the nine months ended September 30, 2020 and 2019, respectively, were related to variable consideration received from customers. During each of the three and nine months ended September 30, 2020 and 2019, approximately 3% of our regasification revenues were related to variable consideration received from customers. We may enter 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Natural Gas Supply Agreements SPL and CCL are party to natural gas supply agreements with related parties in the ordinary course of business, to obtain feed gas for the operation of the Liquefaction Projects. SPL Natural Gas Supply Agreement The term of the SPL agreement is for five years, which can commence no earlier than November 1, 2021 and no later than November 1, 2022, following the achievement of contractually-defined conditions precedent. As of September 30, 2020, the notional amount for this agreement was 91 TBtu and had a fair value of zero. CCL Natural Gas Supply Agreement The term of the CCL agreement extends through March 2022. Under this agreement, CCL recorded $13 million and $3 million in accrued liabilities, as of September 30, 2020 and December 31, 2019, respectively. The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount): September 30, December 31, 2020 2019 Derivative assets $ 1 $ 3 Non-current derivative assets — 2 Notional amount, net (in TBtu) 74 120 We recorded the following amounts on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 related to this agreement (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of sales (a) $ 29 $ 23 $ 77 $ 59 (a) Included in costs of sales: Liquefaction Supply Derivative loss $ (5) $ (1) $ (3) $ (4) Natural Gas Transportation and Storage Agreements SPL is party to various natural gas transportation and storage agreements and CTPL is party to an operational balancing agreement with a related party in the ordinary course of business for the operation of the SPL Project, with initial primary terms of up to 10 years with extension rights. We recorded accrued liabilities of $2 million and zero as of September 30, 2020 and December 31, 2019, respectively, related to these agreements. Operation and Maintenance Service Agreements |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESWe recorded an income tax benefit of $75 million and $3 million during the three months ended September 30, 2020 and 2019, respectively, and an income tax provision of $119 million and zero during the nine months ended September 30, 2020 and 2019, respectively. The effective tax rate for the three and nine months ended September 30, 2020 was 12.9% and 19.3%, respectively, which were lower than the 21% federal statutory rate primarily due to income allocated to non-controlling interest that is not taxable to Cheniere. The effective tax rate for the three months ended September 30, 2020 as compared to the nine months ended September 30, 2020 is lower due to $38 million of tax expense recorded discretely in the first quarter of 2020. The effective tax rate for the three and nine months ended September 30, 2019 was 1.1% and zero, which were lower than the 21% federal statutory rate primarily due to a valuation allowance that was maintained against our federal and state net deferred tax assets. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [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 2011 Incentive Plan, as amended (the “2011 Plan”), the 2015 Employee Inducement Incentive Plan and the 2020 Incentive Plan that was approved by our shareholders in May 2020. For the nine months ended September 30, 2020, we granted 1.3 million restricted stock units and 0.3 million performance stock units at target performance to certain employees under the 2011 Plan and the 2020 Incentive Plan. Additionally, 0.2 million incremental shares of our common stock were issued based on performance results from previously-granted performance stock unit awards. Restricted stock units are stock awards that vest over a service period of three years 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 cliff vesting after a period of three years with payouts based on metrics dependent upon market and performance achieved over the period from January 1, 2020 through December 31, 2022 compared to pre-established performance targets. The settlement amounts of the awards are based on market and performance metrics which include cumulative distributable cash flow per share, and in certain circumstances, absolute total shareholder return (“ATSR”) of our common stock. Where applicable, the compensation for performance stock units is based on fair value assigned to the market metric of ATSR using a Monte Carlo model upon grant, which remains constant through the vesting period, and a performance metric, which will vary due to changing estimates regarding the expected achievement of the performance metric of cumulative distributable cash flow per share. The number of shares that may be earned at the end of the vesting period ranges from 0% up to 300% of the target award amount. 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Share-based compensation costs, pre-tax: Equity awards $ 26 $ 33 $ 86 $ 94 Liability awards 1 2 2 7 Total share-based compensation 27 35 88 101 Capitalized share-based compensation — (2) (4) (7) Total share-based compensation expense $ 27 $ 33 $ 84 $ 94 Tax benefit associated with share-based compensation expense $ 2 $ 2 $ 21 $ 3 |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) 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 income (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 income (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 treasury or if-converted method, as referenced below. The following table reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2020 and 2019 (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average common shares outstanding: Basic 252.2 256.0 252.5 256.8 Dilutive unvested stock — — 0.7 — Diluted 252.2 256.0 253.2 256.8 Basic and diluted net income (loss) per share attributable to common stockholders $ (1.84) $ (1.25) $ 0.43 $ (1.13) 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Unvested stock (1) 3.1 3.9 2.4 3.9 Convertible notes 2021 Cheniere Convertible Unsecured Notes (2) — 13.3 — 13.3 2025 CCH HoldCo II Convertible Senior Notes (3) — 24.4 — 24.4 2045 Cheniere Convertible Senior Notes 4.5 4.5 4.5 4.5 Total potentially dilutive common shares 7.6 46.1 6.9 46.1 (1) Does not include 0.7 million shares for each of the three and nine months ended September 30, 2020 and 0.6 million shares for each of the three and nine months ended September 30, 2019, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates. (2) Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the three and nine months ended September 30, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the three and nine months ended September 30, 2020. (3) Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 10—Debt , the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the three and nine months ended September 30, 2020. There were no shares related to the conversion of the 2025 CCH HoldCo II Convertible Senior Notes included in the computation of diluted net loss per share for the three and nine months ended September 30, 2019, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of September 30, 2019. |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Share Repurchase Program | SHARE REPURCHASE PROGRAM On June 3, 2019, we announced that our Board of Directors (“Board”) authorized a 3-year, $1.0 billion share repurchase program. The following table presents information with respect to repurchases of common stock during the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Aggregate common stock repurchased — 2,477,724 2,875,376 2,522,324 Weighted average price paid per share $ — $ 62.99 $ 53.88 $ 63.09 Total amount paid (in millions) $ — $ 156 $ 155 $ 159 As of September 30, 2020, we had up to $596 million of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We have various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of September 30, 2020, are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. Environmental and Regulatory Matters Our LNG terminals and pipelines are subject to extensive regulation under federal, state and local statutes, rules, regulations and laws. These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintain applicable permits and other authorizations. Failure to comply with such laws could result in legal proceedings, which may include substantial penalties. We believe that, based on currently known information, compliance with these laws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows. Legal Proceedings We are, and 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. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. |
Customer Concentration
Customer Concentration | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | CUSTOMER CONCENTRATION The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable, net and contract assets, net balances of 10% or greater of total accounts receivable, net and contract assets, net from external customers: Percentage of Total Revenues from External Customers Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2020 2019 2020 2019 2020 2019 Customer A * 14% 13% 17% * 12% Customer B 11% 10% 10% 11% * * Customer C 15% 13% 11% 12% * 13% Customer D 13% 10% 10% 12% 15% * Customer E * * * * 10% * * Less than 10% |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2020 | |
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): Nine Months Ended September 30, 2020 2019 Cash paid during the period for interest on debt, net of amounts capitalized $ 977 $ 771 Cash paid for income taxes 2 22 The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $262 million and $511 million as of September 30, 2020 and 2019, respectively. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 fiscal year ended December 31, 2019. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, with earlier adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. Once we apply an optional expedient to a modified contract and adopt this standard, the guidance will be applied to all subsequent applicable contract modifications until December 31, 2022, at which time the optional expedients are no longer available. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of September 30, 2020 and December 31, 2019, restricted cash consisted of the following (in millions): September 30, December 31, 2020 2019 Current restricted cash SPL Project $ 157 $ 181 CCL Project 145 80 Cash held by our subsidiaries restricted to Cheniere 220 259 Total current restricted cash $ 522 $ 520 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of September 30, 2020 and December 31, 2019, accounts and other receivables, net consisted of the following (in millions): September 30, December 31, 2020 2019 Trade receivables SPL and CCL $ 249 $ 328 Cheniere Marketing 41 113 Other accounts receivable 100 50 Total accounts and other receivables, net $ 390 $ 491 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2020 and December 31, 2019, inventory consisted of the following (in millions): September 30, December 31, 2020 2019 Natural gas $ 21 $ 16 LNG 45 67 LNG in-transit 69 93 Materials and other 145 136 Total inventory $ 280 $ 312 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of September 30, 2020 and December 31, 2019, property, plant and equipment, net consisted of the following (in millions): September 30, December 31, 2020 2019 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 27,435 $ 27,305 LNG site and related costs 324 322 LNG terminal construction-in-process 4,977 3,903 Accumulated depreciation (2,716) (2,049) Total LNG terminal costs, net 30,020 29,481 Fixed assets and other Computer and office equipment 25 23 Furniture and fixtures 19 22 Computer software 115 110 Leasehold improvements 47 42 Land 59 59 Other 24 21 Accumulated depreciation (162) (141) Total fixed assets and other, net 127 136 Assets under finance lease Tug vessels 60 60 Accumulated depreciation (6) (4) Total assets under finance lease, net 54 56 Property, plant and equipment, net $ 30,201 $ 29,673 |
Schedule of Depreciation and Offsets to LNG Terminal Costs | The following table shows depreciation expense and offsets to LNG terminal costs during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Depreciation expense $ 231 $ 211 $ 694 $ 557 Offsets to LNG terminal costs (1) — 99 — 301 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019, 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 September 30, 2020 December 31, 2019 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 CCH Interest Rate Derivatives liability $ — $ (165) $ — $ (165) $ — $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives liability — — — — — (8) — (8) Liquefaction Supply Derivatives asset (liability) (7) (5) 533 521 5 6 138 149 LNG Trading Derivatives asset 12 80 — 92 — 165 — 165 FX Derivatives asset — 2 — 2 — 4 — 4 |
Fair Value Measurement Inputs and Valuation Techniques | The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2020: Net Fair Value Asset Valuation Approach Significant Unobservable Input Range of Significant Unobservable Inputs / Weighted Average (1) Physical Liquefaction Supply Derivatives $533 Market approach incorporating present value techniques Henry Hub basis spread $(0.557) - $0.055 / $(0.030) Option pricing model International LNG pricing spread, relative to Henry Hub (2) 56% - 173% / 137% (1) Unobservable inputs were weighted by the relative fair value of the instruments. (2) Spread contemplates U.S. dollar-denominated pricing. |
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 nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Balance, beginning of period $ 590 $ 89 $ 138 $ (29) Realized and mark-to-market gains (losses): Included in cost of sales (27) (137) 454 (139) Purchases and settlements: Purchases 1 17 2 93 Settlements (31) — (61) 44 Balance, end of period $ 533 $ (31) $ 533 $ (31) Change in unrealized gains (losses) relating to instruments still held at end of period $ (27) $ (137) $ 454 $ (139) |
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 September 30, 2020 CCH Interest Rate Derivatives $ (165) $ — $ (165) Liquefaction Supply Derivatives 687 (7) 680 Liquefaction Supply Derivatives (177) 18 (159) LNG Trading Derivatives 111 (12) 99 LNG Trading Derivatives (14) 7 (7) FX Derivatives 17 (9) 8 FX Derivatives (21) 15 (6) As of December 31, 2019 CCH Interest Rate Derivatives $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives (8) — (8) Liquefaction Supply Derivatives 281 (14) 267 Liquefaction Supply Derivatives (126) 8 (118) LNG Trading Derivatives 229 (4) 225 LNG Trading Derivatives (60) — (60) FX Derivatives 9 (4) 5 FX Derivatives (6) 5 (1) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2020, we had the following Interest Rate Derivatives outstanding: Notional Amounts September 30, 2020 December 31, 2019 Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CCH Interest Rate Derivatives $4.7 billion $4.5 billion 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 the Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): September 30, 2020 December 31, 2019 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Total CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Total Consolidated Balance Sheets Location Derivative liabilities $ (99) $ — $ (99) $ (32) $ (8) $ (40) Non-current derivative liabilities (66) — (66) (49) — (49) Total derivative liabilities $ (165) $ — $ (165) $ (81) $ (8) $ (89) |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative loss, net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 CCH Interest Rate Derivatives loss $ — $ (17) $ (138) $ (119) CCH Interest Rate Forward Start Derivatives loss — (61) (95) (68) |
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): September 30, 2020 December 31, 2019 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheets Location Derivative assets $ 96 $ 91 $ 187 $ 93 $ 225 $ 318 Non-current derivative assets 584 8 592 174 — 174 Total derivative assets 680 99 779 267 225 492 Derivative liabilities (53) (7) (60) (16) (60) (76) Non-current derivative liabilities (106) — (106) (102) — (102) Total derivative liabilities (159) (7) (166) (118) (60) (178) Derivative asset, net $ 521 $ 92 $ 613 $ 149 $ 165 $ 314 Notional amount, net (in TBtu) (3) 8,818 4 9,177 4 (1) Does not include collateral posted with counterparties by us of $20 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See No te 13 — Related Party Transactions . (2) Does not include collateral posted with counterparties by us of zero and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. (3) Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 13—Related Party Transactions . |
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 nine months ended September 30, 2020 and 2019 (in millions): Consolidated Statements of Operations Location (1) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 LNG Trading Derivatives gain LNG revenues $ 13 $ 22 $ 119 $ 180 LNG Trading Derivatives loss Cost of sales (5) (17) (5) (68) Liquefaction Supply Derivatives gain (2) LNG revenues 21 — 7 1 Liquefaction Supply Derivatives gain (loss) (2) Cost of sales (103) (139) 372 — (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 Sheets Location September 30, 2020 December 31, 2019 FX Derivatives Derivative assets $ 8 $ 5 FX Derivatives Derivative liabilities (5) (1) FX Derivatives Non-current derivative liabilities (1) — |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value, settlements and location of our FX Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, Consolidated Statements of Operations Location 2020 2019 2020 2019 FX Derivatives gain (loss) LNG revenues $ (5) $ 43 $ 22 $ 52 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of September 30, 2020 and December 31, 2019, other non-current assets, net consisted of the following (in millions): September 30, December 31, 2020 2019 Advances made to municipalities for water system enhancements $ 85 $ 87 Advances and other asset conveyances to third parties to support LNG terminals 61 55 Advances made under EPC and non-EPC contracts 5 29 Equity method investments 77 108 Debt issuance costs and debt discount, net 46 45 Tax-related payments and receivables 20 20 Contract assets, net 64 18 Other 27 26 Total other non-current assets, net $ 385 $ 388 |
Non-Controlling Interest and _2
Non-Controlling Interest and Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Cheniere Partners [Member] | |
Noncontrolling Interest and Variable Interest Entity [Line Items] | |
Condensed Balance Sheet of Cheniere Partners | The following table presents the summarized assets and liabilities (in millions) of Cheniere Partners, our consolidated VIE, which are included in our Consolidated Balance Sheets. The assets in the table below may only be used to settle obligations of Cheniere Partners. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include third-party assets and liabilities of Cheniere Partners only and exclude intercompany balances that eliminate in consolidation. September 30, December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 1,254 $ 1,781 Restricted cash 157 181 Accounts and other receivables, net 204 297 Other current assets 244 184 Total current assets 1,859 2,443 Property, plant and equipment, net 16,666 16,368 Other non-current assets, net 303 309 Total assets $ 18,828 $ 19,120 LIABILITIES Current liabilities Accrued liabilities $ 564 $ 709 Other current liabilities 236 210 Total current liabilities 800 919 Long-term debt, net 17,573 17,579 Other non-current liabilities 119 104 Total liabilities $ 18,492 $ 18,602 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2020 and December 31, 2019, accrued liabilities consisted of the following (in millions): September 30, December 31, 2020 2019 Interest costs and related debt fees $ 375 $ 293 Accrued natural gas purchases 350 460 LNG terminals and related pipeline costs 106 327 Compensation and benefits 88 115 Accrued LNG inventory 3 6 Other accrued liabilities 84 80 Total accrued liabilities $ 1,006 $ 1,281 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of September 30, 2020 and December 31, 2019, our debt consisted of the following (in millions): September 30, December 31, 2020 2019 Long-term debt: SPL — 4.200% to 6.25% senior secured notes due through 2037 and working capital facility (“2020 SPL Working Capital Facility”) $ 13,650 $ 13,650 Cheniere Partners — 4.500% to 5.625% senior notes due through 2029 and credit facilities (“2019 CQP Credit Facilities”) 4,100 4,100 CCH — 3.52% to 7.000% senior secured notes due through 2039 and CCH Credit Facility 10,240 10,235 CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) — 1,578 Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”) 3,620 1,903 Unamortized premium, discount and debt issuance costs, net (661) (692) Total long-term debt, net 30,949 30,774 Current debt: SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”) — — CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility 249 — Cheniere Marketing — trade finance facilities — — Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 93 — Unamortized premium, discount and debt issuance costs, net (4) — Total current debt 338 — Total debt, net $ 31,287 $ 30,774 |
Schedule of Debt Issuances | The following table shows the issuances of debt during the nine months ended September 30, 2020: Maturity Date Interest Rate Principal Amount Issued (in millions) Three Months Ended June 30, 2020 SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1) May 15, 2030 4.500% $ 2,000 Three Months Ended September 30, 2020 CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2) December 31, 2039 3.52% 769 Cheniere — 2028 Cheniere Senior Secured Notes (3) October 15, 2028 4.625% 2,000 Nine Months Ended September 30, 2020 total $ 4,769 (1) Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”), resulting in the recognition of debt extinguishment costs of $43 million for the nine months ended September 30, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs. (2) Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the three and nine months ended September 30, 2020 relating to the write off of unamortized debt discounts and issuance costs. (3) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $100 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $14 million for the nine months ended September 30, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million. |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities and delayed draw term loan outstanding as of September 30, 2020 (in millions): 2020 SPL Working Capital Facility (1) 2019 CQP Credit Facilities CCH Credit Facility (2) CCH Working Capital Facility Cheniere Revolving Credit Facility Cheniere Term Loan Facility (3) Original facility size $ 1,200 $ 1,500 $ 8,404 $ 350 $ 750 $ 2,620 Incremental commitments — — 1,566 850 500 75 Less: Outstanding balance — — 2,627 141 375 248 Commitments prepaid or terminated — 750 7,343 — — 2,075 Letters of credit issued 413 — — 293 182 — Available commitment $ 787 $ 750 $ — $ 766 $ 693 $ 372 Interest rate on available balance LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750% LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125% 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 1.75% - 2.50% or base rate plus 0.75% - 1.50% (4) Weighted average interest rate of outstanding balance n/a n/a 1.90% 1.41% 1.90% 2.15% Maturity date March 19, 2025 May 29, 2024 June 30, 2024 June 29, 2023 December 13, 2022 June 18, 2023 (1) The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans. (2) We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes. (3) Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility . (4) LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity. |
Schedule of Convertible Debt | Below is a summary of our convertible notes outstanding as of September 30, 2020 (in millions): 2021 Cheniere Convertible Unsecured Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 625 Add: interest paid-in-kind 309 — Less: aggregate principal redeemed (844) — Aggregate remaining principal $ 465 $ 625 Debt component, net of discount and debt issuance costs $ 453 $ 316 Equity component $ 201 $ 194 Interest payment method Paid-in-kind Cash Conversion by us (1) — (2) Conversion by holders (1) (3) (4) Conversion basis Cash and/or stock Cash and/or stock Conversion value in excess of principal $ — $ — Maturity date May 28, 2021 March 15, 2045 Contractual interest rate 4.875 % 4.25 % Effective interest rate (5) 8.1 % 9.4 % Remaining debt discount and debt issuance costs amortization period (6) 0.7 years 24.5 years (1) Conversion is subject to various limitations and conditions. (2) Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date. (3) 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. (4) 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). (5) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (6) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity. |
Schedule of Interest Expense | Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest cost on convertible notes: Interest per contractual rate $ 20 $ 65 $ 140 $ 191 Amortization of debt discount 7 10 41 29 Amortization of debt issuance costs 1 3 8 9 Total interest cost related to convertible notes 28 78 189 229 Interest cost on debt and finance leases excluding convertible notes 388 390 1,167 1,145 Total interest cost 416 468 1,356 1,374 Capitalized interest (61) (73) (182) (360) Total interest expense, net of capitalized interest $ 355 $ 395 $ 1,174 $ 1,014 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount and estimated fair value of our debt (in millions): September 30, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Senior notes — Level 2 (1) $ 24,700 $ 27,109 $ 22,700 $ 24,650 Senior notes — Level 3 (2) 2,771 3,090 2,002 2,259 Credit facilities (3) 3,391 3,391 3,283 3,283 2021 Cheniere Convertible Unsecured Notes (2) 465 474 1,278 1,312 2025 CCH HoldCo II Convertible Senior Notes (2) — — 1,578 1,807 2045 Cheniere Convertible Senior Notes (4) 625 452 625 498 (1) 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) 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. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Leases, Balance Sheet Location | The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in millions): Consolidated Balance Sheets Location September 30, 2020 December 31, 2019 Right-of-use assets—Operating Operating lease assets, net $ 630 $ 439 Right-of-use assets—Financing Property, plant and equipment, net 54 56 Total right-of-use assets $ 684 $ 495 Current operating lease liabilities Current operating lease liabilities $ 160 $ 236 Current finance lease liabilities Other current liabilities 2 1 Non-current operating lease liabilities Non-current operating lease liabilities 473 189 Non-current finance lease liabilities Non-current finance lease liabilities 58 58 Total lease liabilities $ 693 $ 484 |
Schedule of Lease Cost, Income Statement Location | The following table shows the classification and location of our lease costs on our Consolidated Statements of Operations (in millions): Consolidated Statements of Operations Location Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (a) Operating costs and expenses (1) $ 77 $ 163 $ 316 $ 440 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense — 1 2 3 Interest on lease liabilities Interest expense, net of capitalized interest 2 2 7 7 Total lease cost $ 79 $ 166 $ 325 $ 450 (a) Included in operating lease cost: Short-term lease costs $ 9 $ 57 $ 60 $ 150 Variable lease costs paid to the lessor 3 8 12 21 |
Schedule of Maturity of Lease Liabilities | Future annual minimum lease payments for operating and finance leases as of September 30, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) Finance Leases 2020 $ 74 $ 3 2021 145 10 2022 109 10 2023 96 10 2024 95 10 Thereafter 284 136 Total lease payments 803 179 Less: Interest (170) (119) Present value of lease liabilities $ 633 $ 60 (1) Does not include $1.5 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of September 30, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. |
Lease, Other Quantitative Information | The following table shows the weighted-average remaining lease term and the weighted-average discount rate for our operating leases and finance leases: September 30, 2020 December 31, 2019 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.6 17.9 8.4 18.7 Weighted-average discount rate (1) 5.7% 16.2% 5.2% 16.2% (1) The finance leases commenced prior to the adoption of the current leasing standard under GAAP. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets. The following table includes other quantitative information for our operating and finance leases (in millions): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 226 $ 280 Operating cash flows from finance leases 8 6 Right-of-use assets obtained in exchange for new operating lease liabilities 412 189 |
Schedule of Sublease Income | The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed Income $ 9 $ 23 $ 61 $ 81 Variable Income 1 5 24 15 Total sublease income $ 10 $ 28 $ 85 $ 96 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 LNG revenues (1) $ 1,344 $ 1,995 $ 6,088 $ 6,142 Regasification revenues 67 66 202 199 Other revenues 10 17 48 53 Total revenues from customers 1,421 2,078 6,338 6,394 Net derivative gains (2) 29 64 148 233 Other (3) 10 28 85 96 Total revenues $ 1,460 $ 2,170 $ 6,571 $ 6,723 (1) LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. LNG revenues during the three and nine months ended September 30, 2020 included $171 million and $932 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $47 million would have otherwise been recognized subsequent to September 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended September 30, 2020 excluded $458 million in prior period cancellations that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. (2) See Note 6—Derivative Instruments for additional information about our derivatives. (3) Includes revenues from LNG vessel subcharters. See Note 11—Leases for additional information about our subleases. |
Contract Assets | The following table shows our contract assets, net, which are classified as other non-current assets, net on our Consolidated Balance Sheets (in millions): September 30, December 31, 2020 2019 Contract assets, net $ 64 $ 18 |
Contract Liabilities | The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions): Nine Months Ended September 30, 2020 Deferred revenues, beginning of period $ 161 Cash received but not yet recognized 179 Revenue recognized from prior period deferral (161) Deferred revenues, end of period $ 179 |
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 September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 103.2 10 $ 106.4 11 Regasification revenues 2.2 5 2.4 5 Total revenues $ 105.4 $ 108.8 (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. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Natural Gas Supply Agreement [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount): September 30, December 31, 2020 2019 Derivative assets $ 1 $ 3 Non-current derivative assets — 2 Notional amount, net (in TBtu) 74 120 We recorded the following amounts on our Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 related to this agreement (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of sales (a) $ 29 $ 23 $ 77 $ 59 (a) Included in costs of sales: Liquefaction Supply Derivative loss $ (5) $ (1) $ (3) $ (4) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Share-based compensation costs, pre-tax: Equity awards $ 26 $ 33 $ 86 $ 94 Liability awards 1 2 2 7 Total share-based compensation 27 35 88 101 Capitalized share-based compensation — (2) (4) (7) Total share-based compensation expense $ 27 $ 33 $ 84 $ 94 Tax benefit associated with share-based compensation expense $ 2 $ 2 $ 21 $ 3 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average common shares outstanding: Basic 252.2 256.0 252.5 256.8 Dilutive unvested stock — — 0.7 — Diluted 252.2 256.0 253.2 256.8 Basic and diluted net income (loss) per share attributable to common stockholders $ (1.84) $ (1.25) $ 0.43 $ (1.13) |
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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Unvested stock (1) 3.1 3.9 2.4 3.9 Convertible notes 2021 Cheniere Convertible Unsecured Notes (2) — 13.3 — 13.3 2025 CCH HoldCo II Convertible Senior Notes (3) — 24.4 — 24.4 2045 Cheniere Convertible Senior Notes 4.5 4.5 4.5 4.5 Total potentially dilutive common shares 7.6 46.1 6.9 46.1 (1) Does not include 0.7 million shares for each of the three and nine months ended September 30, 2020 and 0.6 million shares for each of the three and nine months ended September 30, 2019, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates. (2) Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the three and nine months ended September 30, 2020. However, since the average market (3) Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 10—Debt |
Share Repurchase Program (Table
Share Repurchase Program (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Share Repurchases Under the Share Repurchase Program | The following table presents information with respect to repurchases of common stock during the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Aggregate common stock repurchased — 2,477,724 2,875,376 2,522,324 Weighted average price paid per share $ — $ 62.99 $ 53.88 $ 63.09 Total amount paid (in millions) $ — $ 156 $ 155 $ 159 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 revenues from external customers and customers with accounts receivable, net and contract assets, net balances of 10% or greater of total accounts receivable, net and contract assets, net from external customers: Percentage of Total Revenues from External Customers Percentage of Accounts Receivable, Net and Contract Assets, Net from External Customers Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2020 2019 2020 2019 2020 2019 Customer A * 14% 13% 17% * 12% Customer B 11% 10% 10% 11% * * Customer C 15% 13% 11% 12% * 13% Customer D 13% 10% 10% 12% 15% * Customer E * * * * 10% * * Less than 10% |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Nine Months Ended September 30, 2020 2019 Cash paid during the period for interest on debt, net of amounts capitalized $ 977 $ 771 Cash paid for income taxes 2 22 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2020milliontonnes / yrunititemmitrains | |
Nature of Operations and Basis of Presentation | |
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 |
Sabine Pass LNG Terminal [Member] | |
Nature of Operations and Basis of Presentation | |
Number of Liquefaction LNG Trains Operating | trains | 5 |
Number of Liquefaction LNG Trains Constructing | trains | 1 |
Total Production Capability | milliontonnes / yr | 30 |
Number of LNG Storage Tanks | unit | 5 |
Number of Marine Berths Operating | item | 2 |
Number of Marine Berths Constructing | item | 1 |
Creole Trail Pipeline [Member] | |
Nature of Operations and Basis of Presentation | |
Length of Natural Gas Pipeline | mi | 94 |
Corpus Christi LNG Terminal [Member] | |
Nature of Operations and Basis of Presentation | |
Number of Liquefaction LNG Trains Operating | trains | 2 |
Number of Liquefaction LNG Trains Constructing | trains | 1 |
Total Production Capability | milliontonnes / yr | 15 |
Number of LNG Storage Tanks | milliontonnes / yr | 3 |
Number of Marine Berths Operating | milliontonnes / yr | 2 |
Corpus Christi Pipeline [Member] | |
Nature of Operations and Basis of Presentation | |
Length of Natural Gas Pipeline | mi | 23 |
Corpus Christi LNG Terminal Expansion [Member] | |
Nature of Operations and Basis of Presentation | |
Total Production Capability | milliontonnes / yr | 10 |
Corpus Christi LNG Terminal Expansion [Member] | Maximum [Member] | |
Nature of Operations and Basis of Presentation | |
Number of Liquefaction LNG Trains | trains | 7 |
Cheniere Partners [Member] | |
Nature of Operations and Basis of Presentation | |
General Partner ownership percentage | 100.00% |
Limited Partner ownership percentage | 48.60% |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 522 | [1] | $ 520 |
SPL Project [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 157 | 181 | |
CCL Project [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 145 | 80 | |
Cash held by our subsidiaries restricted to Cheniere [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 220 | $ 259 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash. |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 100 | $ 50 |
Total accounts and other receivables, net | 390 | 491 |
SPL and CCL | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | 249 | 328 |
Cheniere Marketing | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | $ 41 | $ 113 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Inventory | $ 280 | $ 312 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 21 | 16 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 45 | 67 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 69 | 93 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 145 | $ 136 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 30,201 | $ 29,673 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (2,716) | (2,049) |
Property, plant and equipment, net | 30,020 | 29,481 |
LNG terminal and interconnecting pipeline facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,435 | 27,305 |
LNG site and related costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 324 | 322 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,977 | 3,903 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (162) | (141) |
Property, plant and equipment, net | 127 | 136 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 25 | 23 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19 | 22 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 115 | 110 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 47 | 42 |
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 | 24 | 21 |
Tug vessels under finance lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 60 | 60 |
Accumulated depreciation | (6) | (4) |
Property, plant and equipment, net | $ 54 | $ 56 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Depreciation and Offsets to LNG Terminal Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 231 | $ 211 | $ 694 | $ 557 | |
Offsets to LNG terminal costs | [1] | $ 0 | $ 99 | $ 0 | $ 301 |
[1] | We realize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Projects during the testing phase for its construction. |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Physical Liquefaction Supply Derivatives [Member] | Maximum [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, Term of Contract | 15 years | |
FX Derivatives [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, Notional Amount | $ 535 | $ 827 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
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 | $ (165) | $ (81) |
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 | (165) | (81) |
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 |
CCH Interest Rate Forward Start Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (8) |
CCH Interest Rate Forward Start 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 Forward Start Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (8) |
CCH Interest Rate Forward Start 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 | 521 | 149 |
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 | (7) | 5 |
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 | (5) | 6 |
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 | 533 | 138 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 92 | 165 |
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 | 12 | 0 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 80 | 165 |
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 | 2 | 4 |
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 | 2 | 4 |
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 - Fair_2
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Physical Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended | |
Sep. 30, 2020USD ($) | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Net Fair Value Asset | $ 533,000,000 | |
Valuation, Market Approach [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread | (0.557) | |
Valuation, Market Approach [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread | 0.055 | [1] |
Valuation, Market Approach [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread | $ (0.030) | [1] |
Valuation Technique, Option Pricing Model [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread Percentage | 56.00% | [1],[2] |
Valuation Technique, Option Pricing Model [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread Percentage | 173.00% | [1],[2] |
Valuation Technique, Option Pricing Model [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread Percentage | 137.00% | [1],[2] |
[1] | Unobservable inputs were weighted by the relative fair value of the instruments. | |
[2] | Spread contemplates U.S. dollar-denominated pricing. |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Physical Liquefaction Supply Derivatives [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 590 | $ 89 | $ 138 | $ (29) |
Realized and mark-to-market gains (losses): | ||||
Included in cost of sales | (27) | (137) | 454 | (139) |
Purchases and settlements: | ||||
Purchases | 1 | 17 | 2 | 93 |
Settlements | (31) | 0 | (61) | 44 |
Balance, end of period | 533 | (31) | 533 | (31) |
Change in unrealized gains (losses) relating to instruments still held at end of period | $ (27) | $ (137) | $ 454 | $ (139) |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) - CCH Interest Rate Derivatives [Member] - USD ($) $ in Billions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 4.7 | $ 4.5 |
Maturity Date | May 31, 2022 | |
Weighted Average Fixed Interest Rate Paid | 2.30% |
Derivative Instruments - Fair_3
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) $ in Millions | Sep. 30, 2020USD ($)tbtu | Dec. 31, 2019USD ($)tbtu | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets | $ 195 | $ 323 | |
Non-current derivative assets | 592 | 174 | |
Derivative liabilities | (164) | (117) | |
Non-current derivative liabilities | (173) | (151) | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (165) | (89) | |
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (99) | (40) | |
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (66) | (49) | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (165) | (81) | |
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (99) | (32) | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (66) | (49) | |
CCH Interest Rate Forward Start Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | 0 | (8) | |
CCH Interest Rate Forward Start Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (8) | |
CCH Interest Rate Forward Start Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | 0 | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 779 | 492 | |
Total derivative liabilities | (166) | (178) | |
Derivative asset, net | 613 | 314 | |
Commodity Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 187 | 318 | |
Commodity Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 592 | 174 | |
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (60) | (76) | |
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (106) | (102) | |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 680 | 267 |
Total derivative liabilities | [1] | (159) | (118) |
Derivative asset, net | [1] | $ 521 | $ 149 |
Derivative, Nonmonetary Notional Amount | tbtu | [2] | 8,818 | 9,177 |
Derivative, collateral posted by us | $ 20 | $ 7 | |
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [1] | 96 | 93 |
Liquefaction Supply Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 584 | 174 |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | (53) | (16) |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | (106) | (102) |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [3] | 99 | 225 |
Total derivative liabilities | [3] | (7) | (60) |
Derivative asset, net | [3] | $ 92 | $ 165 |
Derivative, Nonmonetary Notional Amount | tbtu | [2] | 4 | 4 |
Derivative, collateral posted by us | $ 0 | $ 5 | |
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [3] | 91 | 225 |
LNG Trading Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [3] | 8 | 0 |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [3] | (7) | (60) |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [3] | 0 | 0 |
FX Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 8 | 5 | |
FX Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (5) | (1) | |
FX Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ (1) | $ 0 | |
[1] | Does not include collateral posted with counterparties by us of $20 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See No te 13 — Related Party Transactions . | ||
[2] | Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 13—Related Party Transactions . | ||
[3] | Does not include collateral posted with counterparties by us of zero and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
CCH Interest Rate Derivatives [Member] | Interest rate derivative loss, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | $ 0 | $ (17) | $ (138) | $ (119) | |
CCH Interest Rate Forward Start Derivatives [Member] | Interest rate derivative loss, net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | 0 | (61) | (95) | (68) | |
LNG Trading Derivatives [Member] | LNG Revenues [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1] | 13 | 22 | 119 | 180 |
LNG Trading Derivatives [Member] | Cost of Sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1] | (5) | (17) | (5) | (68) |
Liquefaction Supply Derivatives [Member] | LNG Revenues [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1],[2] | 21 | 0 | 7 | 1 |
Liquefaction Supply Derivatives [Member] | Cost of Sales [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | [1],[2] | (103) | (139) | 372 | 0 |
FX Derivatives [Member] | LNG Revenues [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain (loss), net | $ (5) | $ 43 | $ 22 | $ 52 | |
[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 - Deri_2
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | $ (165) | $ (81) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (165) | (81) |
CCH Interest Rate Forward Start Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (8) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (8) |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 687 | 281 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (7) | (14) |
Derivative Assets (Liabilities), at Fair Value, Net | 680 | 267 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (177) | (126) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 18 | 8 |
Derivative Assets (Liabilities), at Fair Value, Net | (159) | (118) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 111 | 229 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (12) | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | 99 | 225 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (14) | (60) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 7 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (7) | (60) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 17 | 9 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (9) | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | 8 | 5 |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (21) | (6) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 15 | 5 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (6) | $ (1) |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Assets, Noncurrent [Abstract] | ||
Advances made to municipalities for water system enhancements | $ 85 | $ 87 |
Advances and other asset conveyances to third parties to support LNG terminals | 61 | 55 |
Advances made under EPC and non-EPC contracts | 5 | 29 |
Equity method investments | 77 | 108 |
Debt issuance costs and debt discount, net | 46 | 45 |
Tax-related payments and receivables | 20 | 20 |
Contract assets, net | 64 | 18 |
Other | 27 | 26 |
Other non-current assets, net | $ 385 | $ 388 |
Other Non-Current Assets - Equi
Other Non-Current Assets - Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Other than Temporary Impairment | $ 87 | $ 87 | |||
Equity method investments | $ 77 | $ 77 | $ 108 | ||
Midship Holdings LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Other than Temporary Impairment | 129 | 129 | |||
Equity method investments | $ 76 | $ 76 | $ 105 |
Non-Controlling Interest and _3
Non-Controlling Interest and Variable Interest Entity (Details) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | ||
Noncontrolling Interest and Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 2,091 | [1] | $ 2,474 |
Restricted cash | 522 | [1] | 520 |
Accounts and other receivables, net | 390 | 491 | |
Other current assets | 154 | 92 | |
Total current assets | 3,632 | 4,212 | |
Property, plant and equipment, net | 30,201 | 29,673 | |
Other non-current assets, net | 385 | 388 | |
Total assets | 35,931 | [1] | 35,492 |
Accrued liabilities | 1,006 | 1,281 | |
Other current liabilities | 29 | 13 | |
Total current liabilities | 1,917 | 1,874 | |
Long-term debt, net | 30,949 | 30,774 | |
Other non-current liabilities | $ 14 | 11 | |
Cheniere Partners [Member] | |||
Noncontrolling Interest and Variable Interest Entity [Line Items] | |||
Limited Partner ownership percentage | 48.60% | ||
General Partner ownership percentage | 100.00% | ||
Common Units [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest and Variable Interest Entity [Line Items] | |||
Partners Capital Account, Units, Units Held | 239.9 | ||
Cheniere Partners [Member] | |||
Noncontrolling Interest and Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 1,254 | 1,781 | |
Restricted cash | 157 | 181 | |
Accounts and other receivables, net | 204 | 297 | |
Other current assets | 244 | 184 | |
Total current assets | 1,859 | 2,443 | |
Property, plant and equipment, net | 16,666 | 16,368 | |
Other non-current assets, net | 303 | 309 | |
Total assets | 18,828 | 19,120 | |
Accrued liabilities | 564 | 709 | |
Other current liabilities | 236 | 210 | |
Total current liabilities | 800 | 919 | |
Long-term debt, net | 17,573 | 17,579 | |
Other non-current liabilities | 119 | 104 | |
Total liabilities | $ 18,492 | $ 18,602 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 8— Non-controlling Interest and Variable Interest Entity. As of September 30, 2020, total assets and liabilities of Cheniere Partners, which are included in our Consolidated Balance Sheets, were $18.8 billion and $18.5 billion, respectively, including $1.3 billion of cash and cash equivalents and $0.2 billion of restricted cash. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 375 | $ 293 |
Accrued natural gas purchases | 350 | 460 |
LNG terminals and related pipeline costs | 106 | 327 |
Compensation and benefits | 88 | 115 |
Accrued LNG inventory | 3 | 6 |
Other accrued liabilities | 84 | 80 |
Total accrued liabilities | $ 1,006 | $ 1,281 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 30,949 | $ 30,774 | |
Current debt | 338 | 0 | |
Total Debt, Net | 31,287 | 30,774 | |
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | (661) | (692) | |
Current Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | (4) | 0 | |
CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt | $ 141 | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
SPL [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 13,650 | 13,650 | |
Current debt | $ 0 | 0 | |
SPL [Member] | Senior Notes [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | ||
SPL [Member] | Senior Notes [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
SPL [Member] | 2015 SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200 | ||
Cheniere Partners [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 4,100 | 4,100 | |
Cheniere Partners [Member] | Senior Notes [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||
Cheniere Partners [Member] | Senior Notes [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
CCH [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 10,240 | 10,235 | |
Current debt | $ 249 | 0 | |
CCH [Member] | Senior Notes [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.52% | ||
CCH [Member] | Senior Notes [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
CCH [Member] | CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200 | ||
CCH Holdco II [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 0 | 1,578 | |
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
Cheniere Marketing | |||
Debt Instrument [Line Items] | |||
Current debt | $ 0 | 0 | |
Cheniere [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 3,620 | 1,903 | |
Current debt | $ 93 | $ 0 | |
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 4.625% | |
[1] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $100 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $14 million for the nine months ended September 30, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million. |
Debt - Schedule of Issuances (D
Debt - Schedule of Issuances (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 4,769 | $ 4,769 | ||||
Debt modification and extinguishment costs | (171) | $ (27) | (215) | $ (27) | ||
Repayments of Debt | $ 6,324 | $ 2,237 | ||||
Cheniere Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | [1] | Jun. 18, 2023 | ||||
Debt modification and extinguishment costs | $ 14 | |||||
Repayments of Debt | 2,100 | |||||
Line Of Credit Facility, Original Borrowing Capacity | [1] | 2,620 | 2,620 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,695 | 2,695 | ||||
Cheniere Term Loan Facility [Member] | Cash [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | 100 | |||||
2025 CCH HoldCo II Convertible Notes and 2021 Cheniere Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt modification and extinguishment costs | 149 | |||||
Debt Conversion, Reduction in Equity | $ 10 | |||||
2025 Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 1,080 | $ 1,080 | ||||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | May 28, 2021 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | 4.875% | ||||
Aggregate principal amount | $ 1,000 | $ 1,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 93.64 | $ 93.64 | ||||
Repayments of Convertible Debt | $ 844 | $ 844 | ||||
SPL [Member] | 2030 SPL Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | [2] | May 15, 2030 | ||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 4.50% | 4.50% | |||
Aggregate principal amount | [2] | $ 2,000 | $ 2,000 | |||
Debt modification and extinguishment costs | $ 43 | |||||
CCH [Member] | 3.52% CCH Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | [3] | Dec. 31, 2039 | ||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 3.52% | 3.52% | |||
Aggregate principal amount | [3] | $ 769 | $ 769 | |||
Debt modification and extinguishment costs | $ 9 | $ 9 | ||||
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | [4] | Oct. 15, 2028 | ||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 4.625% | 4.625% | |||
Aggregate principal amount | [4] | $ 2,000 | $ 2,000 | |||
[1] | Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility . | |||||
[2] | Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”), resulting in the recognition of debt extinguishment costs of $43 million for the nine months ended September 30, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs. | |||||
[3] | Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the three and nine months ended September 30, 2020 relating to the write off of unamortized debt discounts and issuance costs. | |||||
[4] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $100 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $14 million for the nine months ended September 30, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million. |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Line of Credit Facility [Line Items] | |||||
Outstanding balance - current | $ 338 | $ 338 | $ 0 | ||
Repayments of Debt | 6,324 | $ 2,237 | |||
2020 SPL Working Capital Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | [1] | 1,200 | 1,200 | ||
Incremental commitments | [1] | 0 | 0 | ||
Outstanding balance | [1] | 0 | 0 | ||
Commitments prepaid or terminated | [1] | 0 | 0 | ||
Letters of credit issued | [1] | 413 | 413 | ||
Available commitment | [1] | 787 | $ 787 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Maturity date | [1] | Mar. 19, 2025 | |||
2020 SPL Working Capital Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.10% | ||||
2020 SPL Working Capital Facility [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||
2020 SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | ||||
2020 SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
2020 SPL Working Capital Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.125% | ||||
2020 SPL Working Capital Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
2019 CQP Credit Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | 1,500 | $ 1,500 | |||
Incremental commitments | 0 | 0 | |||
Outstanding balance | 0 | 0 | |||
Commitments prepaid or terminated | 750 | 750 | |||
Letters of credit issued | 0 | 0 | |||
Available commitment | 750 | $ 750 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Maturity date | May 29, 2024 | ||||
2019 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
2019 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.125% | ||||
2019 CQP Credit Facilities [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
2019 CQP Credit Facilities [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | ||||
CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | [2] | 8,404 | $ 8,404 | ||
Incremental commitments | [2] | 1,566 | 1,566 | ||
Outstanding balance | [2] | 2,627 | 2,627 | ||
Commitments prepaid or terminated | [2] | 7,343 | 7,343 | ||
Letters of credit issued | [2] | 0 | 0 | ||
Available commitment | [2] | $ 0 | $ 0 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Weighted average interest rate on current debt | [2] | 1.90% | 1.90% | ||
Maturity date | [2] | Jun. 30, 2024 | |||
Repayments of Debt | $ 656 | $ 656 | |||
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 | $ 350 | |||
Incremental commitments | 850 | 850 | |||
Outstanding balance - current | 141 | 141 | |||
Commitments prepaid or terminated | 0 | 0 | |||
Letters of credit issued | 293 | 293 | |||
Available commitment | $ 766 | $ 766 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Weighted average interest rate on current debt | 1.41% | 1.41% | |||
Maturity date | Jun. 29, 2023 | ||||
CCH Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
CCH Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
CCH Working Capital Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
CCH Working Capital Facility [Member] | Base Rate [Member] | Maximum [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 | $ 750 | |||
Incremental commitments | 500 | 500 | |||
Outstanding balance | 375 | 375 | |||
Commitments prepaid or terminated | 0 | 0 | |||
Letters of credit issued | 182 | 182 | |||
Available commitment | $ 693 | $ 693 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Weighted average interest rate on current debt | 1.90% | 1.90% | |||
Maturity date | Dec. 13, 2022 | ||||
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Cheniere Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Cheniere Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Cheniere Term Loan Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Original facility size | [3] | $ 2,620 | $ 2,620 | ||
Incremental commitments | [3] | 75 | 75 | ||
Outstanding balance | [3] | 248 | 248 | ||
Commitments prepaid or terminated | [3] | 2,075 | 2,075 | ||
Letters of credit issued | [3] | 0 | 0 | ||
Available commitment | [3] | $ 372 | $ 372 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
Weighted average interest rate on current debt | [3] | 2.15% | 2.15% | ||
Maturity date | [3] | Jun. 18, 2023 | |||
Line of Credit Facility, Commitment Fee Percentage | 30.00% | ||||
Repayments of Debt | $ 2,100 | ||||
Cheniere Term Loan Facility [Member] | First Anniversary of Closing Date [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Duration Fee | 0.25% | ||||
Cheniere Term Loan Facility [Member] | Second Anniversary of Closing Date [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Duration Fee | 0.50% | ||||
Cheniere Term Loan Facility [Member] | Year 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Cheniere Term Loan Facility [Member] | Year 1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Cheniere Term Loan Facility [Member] | Year 1 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Cheniere Term Loan Facility [Member] | Year 1 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Cheniere Term Loan Facility [Member] | Year 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Cheniere Term Loan Facility [Member] | Year 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||
Cheniere Term Loan Facility [Member] | Year 2 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Cheniere Term Loan Facility [Member] | Year 2 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | Base Rate [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Cheniere Term Loan Facility [Member] | Year 3 through maturity [Member] | Base Rate [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
[1] | The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans. | ||||
[2] | We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes. | ||||
[3] | Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility . |
Debt - Convertible Notes Table
Debt - Convertible Notes Table (Details) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | ||
Debt Instrument [Line Items] | ||||
Aggregate original principal | $ 4,769,000,000 | |||
Interest paid-in-kind | 43,000,000 | $ 122,000,000 | ||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate original principal | 1,000,000,000 | |||
Interest paid-in-kind | 309,000,000 | |||
Aggregate principal redeemed | $ (844,000,000) | (844,000,000) | ||
Aggregate Remaining Principal, Convertible Debt | 465,000,000 | |||
Debt component, net of discount and debt issuance costs | 453,000,000 | |||
Equity component | 201,000,000 | |||
Conversion value in excess of principal | $ 0 | |||
Maturity date | May 28, 2021 | |||
Contractual interest rate | 4.875% | |||
Effective interest rate | [1] | 8.10% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 8 months 12 days | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 93.64 | |||
2045 Cheniere Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate original principal | $ 625,000,000 | |||
Interest paid-in-kind | 0 | |||
Aggregate principal redeemed | 0 | |||
Aggregate Remaining Principal, Convertible Debt | 625,000,000 | |||
Debt component, net of discount and debt issuance costs | 316,000,000 | |||
Equity component | 194,000,000 | |||
Conversion value in excess of principal | $ 0 | |||
Maturity date | Mar. 15, 2045 | |||
Contractual interest rate | 4.25% | |||
Effective interest rate | [1] | 9.40% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 24 years 6 months | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 138.38 | |||
Debt Instrument, Convertible, Conversion Ratio | 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. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Total interest cost | $ 416 | $ 468 | $ 1,356 | $ 1,374 |
Capitalized interest | (61) | (73) | (182) | (360) |
Total interest expense, net of capitalized interest | 355 | 395 | 1,174 | 1,014 |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest per contractual rate | 20 | 65 | 140 | 191 |
Amortization of debt discount | 7 | 10 | 41 | 29 |
Amortization of debt issuance costs | 1 | 3 | 8 | 9 |
Total interest cost | 28 | 78 | 189 | 229 |
Debt and Finance Leases Excluding Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest cost | $ 388 | $ 390 | $ 1,167 | $ 1,145 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 31,287 | $ 30,774 | |
Senior Notes [Member] | Carrying Amount [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 24,700 | 22,700 |
Senior Notes [Member] | Carrying Amount [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 2,771 | 2,002 |
Senior Notes [Member] | Estimated Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [1] | 27,109 | 24,650 |
Senior Notes [Member] | Estimated Fair Value [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [2] | 3,090 | 2,259 |
Line of Credit [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [3] | 3,391 | 3,283 |
Line of Credit [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [3] | 3,391 | 3,283 |
2021 Cheniere Convertible Unsecured Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 465 | 1,278 |
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] | 474 | 1,312 |
2025 Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 0 | 1,578 |
2025 Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [2] | 0 | 1,807 |
2045 Cheniere Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 625 | 625 |
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] | $ 452 | $ 498 |
[1] | 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] | 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. |
Leases - Balance Sheet Location
Leases - Balance Sheet Location Table (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Operating | $ 630 | $ 439 |
Total right-of-use assets | 684 | 495 |
Current operating lease liabilities | 160 | 236 |
Non-current operating lease liabilities | 473 | 189 |
Non-current finance lease liabilities | 58 | 58 |
Total lease liabilities | 693 | 484 |
Operating lease assets, net [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Operating | 630 | 439 |
Property, plant and equipment, net [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Financing | 54 | 56 |
Current operating lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Current operating lease liabilities | 160 | 236 |
Other current liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Current finance lease liabilities | 2 | 1 |
Non-current operating lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Non-current operating lease liabilities | 473 | 189 |
Non-current finance lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Non-current finance lease liabilities | $ 58 | $ 58 |
Leases - Income Statement Locat
Leases - Income Statement Location Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Finance lease cost: | |||||
Total lease cost | $ 79 | $ 166 | $ 325 | $ 450 | |
Operating costs and expenses [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease cost | [1] | 77 | 163 | 316 | 440 |
Finance lease cost: | |||||
Short-term lease costs | 9 | 57 | 60 | 150 | |
Variable lease costs paid to the lessor | 3 | 8 | 12 | 21 | |
Depreciation and amortization expense [Member] | |||||
Finance lease cost: | |||||
Amortization of right-of-use assets | 0 | 1 | 2 | 3 | |
Interest expense, net of capitalized interest [Member] | |||||
Finance lease cost: | |||||
Interest on lease liabilities | $ 2 | $ 2 | $ 7 | $ 7 | |
[1] | Presented in cost of sales, operating and maintenance expense or selling, general and administrative expense consistent with the nature of the asset under lease. |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Table (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2020USD ($) | ||
Operating Leases, Future Minimum Payments | ||
2020 | $ 74 | [1] |
2021 | 145 | [1] |
2022 | 109 | [1] |
2023 | 96 | [1] |
2024 | 95 | [1] |
Thereafter | 284 | [1] |
Total lease payments | 803 | [1] |
Less: Interest | (170) | [1] |
Present value of lease liabilities | 633 | [1] |
Finance Leases, Future Minimum Payments | ||
2020 | 3 | |
2021 | 10 | |
2022 | 10 | |
2023 | 10 | |
2024 | 10 | |
Thereafter | 136 | |
Total lease payments | 179 | |
Less: Interest | (119) | |
Present value of lease liabilities | 60 | |
Operating Lease, Lease Not yet Commenced, Payments Due | $ 1,500 | |
Lessee, Operating Lease, Lease Not yet Commenced, Period Until Commencement | 2 years | |
Maximum [Member] | ||
Finance Leases, Future Minimum Payments | ||
Operating Leases, Lease Not yet Commenced, Term of Contract | 7 years | |
[1] | Does not include $1.5 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of September 30, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. |
Leases - Other Quantitative Inf
Leases - Other Quantitative Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Operating Leases | ||||
Weighted-average remaining lease term | 8 years 7 months 6 days | 8 years 4 months 24 days | ||
Weighted-average discount rate | [1] | 5.70% | 5.20% | |
Finance Leases | ||||
Weighted-average remaining lease term | 17 years 10 months 24 days | 18 years 8 months 12 days | ||
Weighted-average discount rate | [1] | 16.20% | 16.20% | |
Operating cash flows from operating leases | $ 226 | $ 280 | ||
Operating cash flows from finance leases | 8 | 6 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 412 | $ 189 | ||
[1] | The finance leases commenced prior to the adoption of the current leasing standard under GAAP. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets. |
Leases - Subleases (Details)
Leases - Subleases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||||
Sublease Payments Receivable in 2020 | $ 0 | $ 0 | $ 9 | ||
Sublease Income, Fixed | 9 | $ 23 | 61 | $ 81 | |
Sublease Income, Variable | 1 | 5 | 24 | 15 | |
Sublease Income, Total | $ 10 | $ 28 | $ 85 | $ 96 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
LNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Variable Consideration Received From Customers, Percentage | 37.00% | 47.00% | 35.00% | 52.00% |
Regasification [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Variable Consideration Received From Customers, Percentage | 3.00% | 3.00% | 3.00% | 3.00% |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | $ 1,421 | $ 2,078 | $ 6,338 | $ 6,394 | |
Net derivative gains | [1] | 29 | 64 | 148 | 233 |
Other revenues | [2] | 10 | 28 | 85 | 96 |
Total revenues | 1,460 | 2,170 | 6,571 | 6,723 | |
LNG [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | [3] | 1,344 | 1,995 | 6,088 | 6,142 |
Total revenues | 1,373 | 2,059 | 6,236 | 6,375 | |
Suspension Fees and LNG Cover Damages Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | 171 | 932 | |||
Suspension Fees and LNG Cover Damages Revenue [Member] | Subsequent Period [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | 47 | 47 | |||
Suspension Fees and LNG Cover Damages Revenue [Member] | Current Period [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Accelerated Revenue From Contract With Customers | 458 | ||||
Regasification [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | 67 | 66 | 202 | 199 | |
Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues from contracts with customers | 10 | 17 | 48 | 53 | |
Total revenues | $ 20 | $ 45 | $ 133 | $ 149 | |
[1] | See Note 6—Derivative Instruments for additional information about our derivatives. | ||||
[2] | Includes revenues from LNG vessel subcharters. See Note 11—Leases for additional information about our subleases. | ||||
[3] | LNG revenues include revenues for LNG cargoes in which our customers exercised their contractual right to not take delivery but remained obligated to pay fixed fees irrespective of such election. LNG revenues during the three and nine months ended September 30, 2020 included $171 million and $932 million, respectively, in revenues associated with LNG cargoes for which customers have notified us that they will not take delivery, of which $47 million would have otherwise been recognized subsequent to September 30, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. LNG revenues during the three months ended September 30, 2020 excluded $458 million in prior period cancellations that would have otherwise been recognized during the quarter if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets, net | $ 64 | $ 18 |
Change In Contract With Customer, Liability [Roll Forward] | ||
Deferred revenues, beginning of period | 161 | |
Cash received but not yet recognized | 179 | |
Revenue recognized from prior period deferral | (161) | |
Deferred revenues, end of period | $ 179 |
Revenues from Contracts with _6
Revenues from Contracts with Customers - Schedule of Transaction Price Allocated to Future Performance Obligations (Details) - USD ($) $ in Billions | Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 108.8 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 105.4 | ||
LNG [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 106.4 | ||
Weighted Average Recognition Timing | [1] | 11 years | |
LNG [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 103.2 | ||
Weighted Average Recognition Timing | [1] | 10 years | |
Regasification [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 2.4 | ||
Weighted Average Recognition Timing | [1] | 5 years | |
Regasification [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 2.2 | ||
Weighted Average Recognition Timing | [1] | 5 years | |
[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. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)tbtu | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)tbtu | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)tbtu | |
Related Party Transaction [Line Items] | |||||
Accrued liabilities | $ 1,006 | $ 1,006 | $ 1,281 | ||
Revenues | 1,460 | $ 2,170 | 6,571 | $ 6,723 | |
Accounts and other receivables, net | 390 | 390 | $ 491 | ||
Other [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 20 | 45 | $ 133 | 149 | |
SPL [Member] | Natural Gas Supply Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Agreement Term | 5 years | ||||
Derivative, Nonmonetary Notional Amount | tbtu | 91 | 91 | 0 | ||
CCL [Member] | Natural Gas Supply Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued liabilities | $ 13 | $ 13 | $ 3 | ||
Sabine Pass Liquefaction LLC and Cheniere Creole Trail Pipeline LP [Member] | Natural Gas Transportation and Storage Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued liabilities | 2 | $ 2 | 0 | ||
Sabine Pass Liquefaction LLC and Cheniere Creole Trail Pipeline LP [Member] | Natural Gas Transportation and Storage Agreements [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Agreement Term | 10 years | ||||
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts and other receivables, net | 2 | $ 2 | $ 3 | ||
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member] | Other [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 2 | $ 2 | $ 8 | $ 9 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($)tbtu | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)tbtu | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)tbtu | ||
Related Party Transaction [Line Items] | ||||||
Derivative assets | $ 195 | $ 195 | $ 323 | |||
Non-current derivative assets | 592 | 592 | $ 174 | |||
Cost of sales | $ 768 | $ 1,267 | $ 2,295 | $ 3,758 | ||
Liquefaction Supply Derivatives [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Derivative, Nonmonetary Notional Amount | tbtu | [1] | 8,818 | 8,818 | 9,177 | ||
CCL [Member] | Natural Gas Supply Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of sales | $ 29 | 23 | $ 77 | 59 | ||
CCL [Member] | Natural Gas Supply Agreement [Member] | Liquefaction Supply Derivatives [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Derivative assets | 1 | 1 | $ 3 | |||
Non-current derivative assets | $ 0 | $ 0 | $ 2 | |||
Derivative, Nonmonetary Notional Amount | tbtu | 74 | 74 | 120 | |||
Liquefaction Supply Derivative loss | $ (5) | $ (1) | $ (3) | $ (4) | ||
[1] | Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 13—Related Party Transactions . |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (75) | $ (3) | $ 119 | $ 0 |
Effective Income Tax Rate | 12.90% | 1.10% | 19.30% | 0.00% |
U.S. corporate income tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Income tax expense as a result of one-time discrete event | $ 38 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2020shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Period, Vests Ratably Over Service Period | 3 years |
Performance Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 | 0.00% |
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 | 300.00% |
2011 Incentive Plan [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Granted | 0.2 |
2011 Incentive Plan and 2020 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Granted | 1.3 |
2011 Incentive Plan and 2020 Incentive Plan [Member] | Performance Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Granted | 0.3 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 27 | $ 35 | $ 88 | $ 101 |
Capitalized share-based compensation | 0 | (2) | (4) | (7) |
Total share-based compensation expense | 27 | 33 | 84 | 94 |
Tax benefit associated with share-based compensation expense | 2 | 2 | 21 | 3 |
Equity Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | 26 | 33 | 86 | 94 |
Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 1 | $ 2 | $ 2 | $ 7 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average number of common shares outstanding, basic | 252.2 | 256 | 252.5 | 256.8 | |
Dilutive Unvested Stock | 0 | 0 | 0.7 | 0 | |
Weighted Average Number of Shares Outstanding, Diluted | 252.2 | 256 | 253.2 | 256.8 | |
Basic and diluted net income (loss) per share attributable to common stockholders | [1] | $ (1.84) | $ (1.25) | $ 0.43 | $ (1.13) |
Antidilutive securities excluded from computation of earnings per share | 7.6 | 46.1 | 6.9 | 46.1 | |
Unvested stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | [2] | 3.1 | 3.9 | 2.4 | 3.9 |
2021 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 | [3] | 0 | 13.3 | 0 | 13.3 |
2025 CCH HoldCo II 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 | [4] | 0 | 24.4 | 0 | 24.4 |
2045 Cheniere 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 | 4.5 | 4.5 | 4.5 | 4.5 | |
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 | 0.7 | 0.6 | 0.7 | 0.6 | |
[1] | Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented. | ||||
[2] | Does not include 0.7 million shares for each of the three and nine months ended September 30, 2020 and 0.6 million shares for each of the three and nine months ended September 30, 2019, respectively, of unvested stock because the performance conditions had not yet been satisfied as of the respective dates. | ||||
[3] | Since we have the intent and ability to settle the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes in cash and the excess conversion premium (the “conversion spread”) in either cash or shares, the treasury stock method was applied for calculating any potential dilutive effect of the conversion spread on net income per share for the three and nine months ended September 30, 2020. However, since the average market price of our common stock did not exceed the conversion price of our 2021 Cheniere Convertible Unsecured Notes, the conversion spread was excluded from the computation of diluted net income per share for the three and nine months ended September 30, 2020. | ||||
[4] | Since we redeemed the remaining principal amount of the 2025 CCH HoldCo II Convertible Senior Notes and the related premium in cash, as described in Note 10—Debt |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||||
Stock Repurchase Program, Period in Force | 3 years | |||
Stock Repurchase Program, Authorized Amount | $ 1,000 | $ 1,000 | ||
Aggregate common stock repurchased | 0 | 2,477,724 | 2,875,376 | 2,522,324 |
Weighted average price paid per share | $ 0 | $ 62.99 | $ 53.88 | $ 63.09 |
Total amount paid (in millions) | $ 0 | $ 156 | $ 155 | $ 159 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 596 | $ 596 |
Customer Concentration (Details
Customer Concentration (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Customer A [Member] | Total Revenues from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | 13.00% | 17.00% | ||
Customer A [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12.00% | ||||
Customer B [Member] | Total Revenues from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | 10.00% | 10.00% | 11.00% | |
Customer C [Member] | Total Revenues from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | 13.00% | 11.00% | 12.00% | |
Customer C [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | ||||
Customer D [Member] | Total Revenues from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | 10.00% | 10.00% | 12.00% | |
Customer D [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | ||||
Customer E [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest on debt, net of amounts capitalized | $ 977 | $ 771 |
Cash paid for income taxes | 2 | 22 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 262 | $ 511 |