Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12.1 | ||
Entity Common Stock, Shares Outstanding | 253,529,085 | ||
Documents Incorporated by Reference | The definitive proxy statement for the registrant’s Annual Meeting of Stockholders (to be filed within 120 days of the close of the registrant’s fiscal year) is incorporated by reference into Part III. | ||
Entity Central Index Key | 0000003570 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | ||||
Revenues | $ 9,358 | $ 9,730 | $ 7,987 | |
Revenues from contracts with customers | 9,293 | 9,157 | 7,896 | |
Operating costs and expenses | ||||
Cost of sales (excluding items shown separately below) | 4,161 | 5,079 | 4,597 | |
Operating and maintenance expense | 1,320 | 1,154 | 613 | |
Development expense | 6 | 9 | 7 | |
Selling, general and administrative expense | 302 | 310 | 289 | |
Depreciation and amortization expense | 932 | 794 | 449 | |
Impairment expense and loss on disposal of assets | 6 | 23 | 8 | |
Total operating costs and expenses | 6,727 | 7,369 | 5,963 | |
Income from operations | 2,631 | 2,361 | 2,024 | |
Other income (expense) | ||||
Interest expense, net of capitalized interest | (1,525) | (1,432) | (875) | |
Loss on modification or extinguishment of debt | (217) | (55) | (27) | |
Interest rate derivative gain (loss), net | (233) | (134) | 57 | |
Other income (expense), net | (112) | (25) | 48 | |
Total other expense | (2,087) | (1,646) | (797) | |
Income before income taxes and non-controlling interest | 544 | 715 | 1,227 | |
Income tax benefit (provision) | (43) | 517 | (27) | |
Net income | 501 | 1,232 | 1,200 | |
Less: net income attributable to non-controlling interest | 586 | 584 | 729 | |
Net income (loss) attributable to common stockholders | $ (85) | $ 648 | $ 471 | |
Net income (loss) per share attributable to common stockholders—basic | $ (0.34) | $ 2.53 | $ 1.92 | |
Diluted net income (loss) per share attributable to common stockholders | $ (0.34) | $ 2.51 | $ 1.90 | |
Weighted average number of common shares outstanding—basic | 252.4 | 256.2 | 245.6 | |
Weighted average number of common shares outstanding—diluted | 252.4 | 258.1 | 248 | |
LNG [Member] | ||||
Revenues | ||||
Revenues | $ 8,924 | $ 9,246 | $ 7,572 | |
Revenues from contracts with customers | [1] | 8,954 | 8,817 | 7,581 |
Regasification [Member] | ||||
Revenues | ||||
Revenues from contracts with customers | 269 | 266 | 261 | |
Other [Member] | ||||
Revenues | ||||
Revenues | 165 | 218 | 154 | |
Revenues from contracts with customers | $ 70 | $ 74 | $ 54 | |
[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. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 1,628 | [1] | $ 2,474 |
Restricted cash | 449 | [1] | 520 |
Accounts and other receivables, net | 647 | 491 | |
Inventory | 292 | 312 | |
Derivative assets | 32 | 323 | |
Other current assets | 121 | 92 | |
Total current assets | 3,169 | 4,212 | |
Property, plant and equipment, net | 30,421 | 29,673 | |
Operating lease assets, net | 759 | 439 | |
Non-current derivative assets | 376 | 174 | |
Goodwill | 77 | 77 | |
Deferred tax assets | 489 | 529 | |
Other non-current assets, net | 406 | 388 | |
Total assets | 35,697 | [1] | 35,492 |
Current liabilities | |||
Accounts payable | 35 | 66 | |
Accrued liabilities | 1,175 | 1,281 | |
Current debt | 372 | 0 | |
Deferred revenue | 138 | 161 | |
Current operating lease liabilities | 161 | 236 | |
Derivative liabilities | 313 | 117 | |
Other current liabilities | 2 | 13 | |
Total current liabilities | 2,196 | 1,874 | |
Long-term debt, net | 30,471 | 30,774 | |
Non-current operating lease liabilities | 597 | 189 | |
Non-current finance lease liabilities | 57 | 58 | |
Non-current derivative liabilities | 151 | 151 | |
Other non-current liabilities | 7 | 11 | |
Commitments and Contingencies | |||
Stockholders’ equity | |||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | 0 | 0 | |
Issued: 273.1 million shares and 270.7 million shares at December 31, 2020 and 2019, respectively | |||
Outstanding: 252.3 million shares and 253.6 million shares at December 31, 2020 and 2019, respectively | 1 | 1 | |
Treasury stock: 20.8 million shares and 17.1 million shares at December 31, 2020 and 2019, respectively, at cost | (872) | (674) | |
Additional paid-in-capital | 4,273 | 4,167 | |
Accumulated deficit | (3,593) | (3,508) | |
Total stockholders' deficit | (191) | (14) | |
Non-controlling interest | 2,409 | 2,449 | |
Total equity | 2,218 | 2,435 | |
Total liabilities and stockholders’ equity | $ 35,697 | [1] | $ 35,492 |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | $ 35,697 | [1] | $ 35,492 |
Cash and cash equivalents | 1,628 | [1] | 2,474 |
Restricted cash | $ 449 | [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 | 273,100,000 | 270,700,000 | |
Common Stock, Shares, Outstanding | 252,300,000 | 253,600,000 | |
Treasury Stock, Shares | 20,800,000 | 17,100,000 | |
Cheniere Partners [Member] | |||
Assets | $ 18,817 | $ 19,120 | |
Liabilities | 18,535 | 18,602 | |
Cash and cash equivalents | 1,210 | 1,781 | |
Restricted cash | $ 97 | $ 181 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2017 | 237.6 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2017 | 12.5 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2017 | $ 1,240 | $ 1 | $ (386) | $ 3,248 | $ (4,627) | $ 3,004 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units and performance stock units, shares | 0.5 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments, shares | 19.2 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments | (8) | $ 0 | $ 0 | 694 | 0 | (702) |
Share-based compensation | 90 | $ 0 | $ 0 | 90 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (0.3) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 0.3 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (20) | $ 0 | $ (20) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 729 | 0 | 0 | 0 | 0 | 729 |
Equity portion of convertible notes, net | 3 | 0 | 0 | 3 | 0 | 0 |
Distributions and dividends to non-controlling interest | (576) | 0 | 0 | 0 | 0 | (576) |
Net income (loss) | 471 | $ 0 | $ 0 | 0 | 471 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2018 | 257 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2018 | 12.8 | |||||
Stockholders' Equity, End 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 | 0.9 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 131 | $ 0 | $ 0 | 131 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (0.3) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 0.3 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (19) | $ 0 | $ (19) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | (4) | 4 | ||||
Shares repurchased, at cost | (249) | $ 0 | $ (249) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 584 | 0 | 0 | 0 | 0 | 584 |
Equity portion of convertible notes, net | 1 | 0 | 0 | 1 | 0 | 0 |
Distributions and dividends to non-controlling interest | (590) | 0 | 0 | 0 | 0 | (590) |
Net income (loss) | $ 648 | 0 | 0 | 0 | 648 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2019 | 253.6 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2019 | 17.1 | |||||
Stockholders' Equity, End 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 | 2.4 | 0 | ||||
Vesting of restricted stock units and performance stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 114 | $ 0 | $ 0 | 114 | 0 | 0 |
Issued shares withheld from employees related to share-based compensation, at cost, shares, common stock | (0.8) | |||||
Issued shares withheld from employees related to share-based compensation, at cost, shares, treasury shares | 0.8 | |||||
Issued shares withheld from employees related to share-based compensation, at cost | (43) | $ 0 | $ (43) | 0 | 0 | 0 |
Shares repurchased, at cost, shares | (2.9) | 2.9 | ||||
Shares repurchased, at cost | (155) | $ 0 | $ (155) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 586 | 0 | 0 | 0 | 0 | 586 |
Reacquisition of equity component of convertible notes, net of tax | (8) | 0 | 0 | (8) | 0 | 0 |
Distributions and dividends to non-controlling interest | (626) | 0 | 0 | 0 | 0 | (626) |
Net income (loss) | $ (85) | $ 0 | 0 | 0 | (85) | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2020 | 252.3 | 252.3 | ||||
Treasury Stock, Shares, End of Period at Dec. 31, 2020 | 20.8 | |||||
Stockholders' Equity, End of Period at Dec. 31, 2020 | $ 2,218 | $ 1 | $ (872) | $ 4,273 | $ (3,593) | $ 2,409 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net income | $ 501 | $ 1,232 | $ 1,200 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 932 | 794 | 449 |
Share-based compensation expense | 110 | 131 | 113 |
Non-cash interest expense | 51 | 143 | 74 |
Amortization of debt issuance costs, premium and discount | 114 | 103 | 69 |
Non-cash operating lease costs | 291 | 350 | 0 |
Loss on modification or extinguishment of debt | 217 | 55 | 27 |
Total losses (gains) on derivatives, net | 211 | (400) | 51 |
Net cash provided by settlement of derivative instruments | 74 | 138 | 17 |
Impairment expense and loss on disposal of assets | 6 | 23 | 8 |
Impairment or loss on equity method investments | 126 | 88 | 0 |
Deferred taxes | 40 | (521) | (5) |
Repayment of paid-in-kind interest related to repurchase of convertible notes | (911) | 0 | 0 |
Other | 2 | 0 | (5) |
Changes in operating assets and liabilities: | |||
Accounts and other receivables, net | (154) | 1 | (133) |
Inventory | 21 | 11 | (73) |
Other current assets | (27) | (18) | (15) |
Accounts payable and accrued liabilities | 54 | 52 | 188 |
Deferred revenue | (23) | 22 | 26 |
Operating lease liabilities | (277) | (366) | 0 |
Finance lease liabilities | 0 | 1 | 0 |
Other, net | (93) | (6) | (1) |
Net cash provided by operating activities | 1,265 | 1,833 | 1,990 |
Cash flows from investing activities | |||
Property, plant and equipment, net | (1,839) | (3,056) | (3,643) |
Investment in equity method investment | (100) | (105) | (25) |
Other | (8) | (2) | 14 |
Net cash used in investing activities | (1,947) | (3,163) | (3,654) |
Cash flows from financing activities | |||
Proceeds from issuances of debt | 7,823 | 6,434 | 4,285 |
Repayments of debt | (6,940) | (4,346) | (1,391) |
Debt issuance and other financing costs | (125) | (51) | (66) |
Debt modification or extinguishment costs | (172) | (15) | (17) |
Distributions and dividends to non-controlling interest | (626) | (590) | (576) |
Payments related to tax withholdings for share-based compensation | (43) | (19) | (20) |
Repurchase of common stock | (155) | (249) | 0 |
Other | 3 | 4 | (8) |
Net cash provided by (used in) financing activities | (235) | 1,168 | 2,207 |
Net decrease in cash, cash equivalents and restricted cash | (917) | (162) | 543 |
Cash, cash equivalents and restricted cash—beginning of period | 2,994 | 3,156 | 2,613 |
Cash, cash equivalents and restricted cash—end of period | $ 2,077 | $ 2,994 | $ 3,156 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balances per Consolidated Balance Sheets: | |||||
Cash and cash equivalents | $ 1,628 | [1] | $ 2,474 | ||
Restricted cash | 449 | [1] | 520 | ||
Total cash, cash equivalents and restricted cash | $ 2,077 | $ 2,994 | $ 3,156 | $ 2,613 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. 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 that is expected to be substantially completed in the second half of 2022, 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 December 31, 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 have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. 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”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our Consolidated Financial Statements have been prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Partners and its wholly owned subsidiaries. For those consolidated subsidiaries in which our ownership is less than 100%, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on our Consolidated Statement of Operations. All intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting, with our share of earnings or losses reported in other income (expense) on our Consolidated Statement of Operations. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for our proportionate share of earnings, losses and distributions. Investments accounted for using the equity method of accounting are reported as a component of other noncurrent assets. We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, a VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. 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 plan to adopt this guidance on January 1, 2022 and 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. Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to fair value measurements, revenue recognition, property, plant and equipment, derivative instruments, leases, goodwill, asset retirement obligations (“AROs”), share-based compensation and income taxes including valuation allowances for deferred tax assets, as further discussed under the respective sections within this note. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs that are directly or indirectly observable for the asset or liability, other than quoted prices included within Level 1. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for derivative instruments as disclosed in Note 7—Derivative Instruments . The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Non-financial assets and liabilities initially measured at fair value include intangible assets, goodwill and AROs. Revenue Recognition We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function that are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. 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. Accounts and Notes Receivable Accounts and notes receivable are reported net of any current expected credit losses. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Current expected credit losses consider the risk of loss based on past events, current conditions and reasonable and supportable forecasts. A counterparty’s ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness, contract terms, payment status, and other risks or available financial assurances. Adjustments to current expected credit losses are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. As of December 31, 2020 and 2019, we had current expected credit losses on our accounts and notes receivable of $5 million and zero, respectively. Inventory LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued. Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with preliminary front-end engineering and design work, costs of securing necessary regulatory approvals and other preliminary investigation and development activities related to our LNG terminals. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land acquisition costs, detailed engineering design work and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no land or lease is obtained, the costs are expensed. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in impairment expense and loss (gain) on disposal of assets. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. We did not record any impairments related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018. Interest Capitalization We capitalize interest costs during the construction period of our LNG terminals and related assets as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset. Regulated Natural Gas Pipelines The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate, commodity price and foreign currency exchange (“FX”) rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for, and we elect, the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria. We did not have any derivative instruments designated as cash flow or fair value hedges during the years ended December 31, 2020, 2019 and 2018. See Note 7—Derivative Instruments for additional details about our derivative instruments. Leases We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , and subsequent amendments thereto (“ASC 842”) on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard resulted in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows. We determine if an arrangement is, or contains, a lease at inception of the arrangement. When we determine the arrangement is, or contains, a lease, we classify the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on our Consolidated Balance Sheets by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Operating and finance lease right-of-use assets and liabilities are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate in the lease if readily determinable. In the absence of a readily determinable implicitly interest rate, we discount our expected future lease payments using our relevant subsidiary’s incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability, only to the extent they are reasonably certain to be exercised. We have elected practical expedients to (1) omit leases with an initial term of 12 months or less from recognition on our balance sheet and (2) to combine both the lease and non-lease components of an arrangement in calculating the right-of-use asset and lease liability for all classes of leased assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term. Operating leases are included in operating lease assets, net, current operating lease liabilities and non-current operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net, other current liabilities and non-current finance lease liabilities on our Consolidated Balance Sheets. See Note 12—Leases for additional details about our leases. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within other current assets. Our interest rate and FX derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. SPL has entered into fixed price long-term SPAs generally with terms of 20 years with eight third parties, CCL has entered into fixed price long-term SPAs generally with terms of 20 years with nine third parties and our integrated marketing function has entered into a limited number of long-term SPAs with third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 2 1 —Customer Concentration for additional details about our customer concentration. SPLNG has entered into two long-term TUAs with third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of A. Goodwill Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired. Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value. We test goodwill for impairment by either performing a qualitative assessment or a quantitative test. The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment and instead perform a quantitative impairment test. Significant judgment is required in estimating the fair value of the reporting unit and performing quantitative goodwill impairment tests. We completed our annual assessment of goodwill impairment as of October 1st by performing a qualitative assessment; the tests indicated it is more likely than not that there was no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. Debt Our debt consists of current and long-term secured and unsecured debt securities, convertible debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. If debt issuance costs are incurred in connection with a line of credit arrangement or on undrawn funds, they are presented as an asset on our Consolidated Balance Sheets. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment or modification of debt are recorded in gain (loss) on modification or extinguishment of debt on our Consolidated Statements of Operations. Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. We have not recorded an ARO associated with the Sabine Pass LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial. We have not recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. Share-based Compensation We have awarded share-based compensation in the form of stock, restricted stock, restricted stock units, performance stock units and phantom units that are more fully described in Note 16—Share-based Compensation . We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value and not subsequently remeasured unless modified. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation costs are remeasured at fair value through settlement or maturity. We account for forfeitures as they occur. Non-controlling Interests When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are generally recognized within equity. See Note 9—Non-controlling Interest and Variable Interest Entities for additional details about our non-controlling interest. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in our Consolidated Financial Statements. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Net Income (Loss) Per Share 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. Business Segment We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019, restricted cash consisted of the following (in millions): December 31, 2020 2019 Current restricted cash SPL Project $ 97 $ 181 CCL Project 70 80 Cash held by our subsidiaries that is restricted to Cheniere 282 259 Total current restricted cash $ 449 $ 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 that is restricted to Cheniere relates to advance funding for operation and construction needs of the Liquefaction Projects. |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of December 31, 2020 and 2019, accounts and other receivables, net consisted of the following (in millions): December 31, 2020 2019 Trade receivables SPL and CCL $ 482 $ 328 Cheniere Marketing 113 113 Other accounts receivable 52 50 Total accounts and other receivables, net $ 647 $ 491 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of December 31, 2020 and 2019, inventory consisted of the following (in millions): December 31, 2020 2019 Natural gas $ 26 $ 16 LNG 27 67 LNG in-transit 88 93 Materials and other 151 136 Total inventory $ 292 $ 312 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT As of December 31, 2020 and 2019, property, plant and equipment, net consisted of the following (in millions): December 31, 2020 2019 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 27,475 $ 27,305 LNG site and related costs 324 322 LNG terminal construction-in-process 5,378 3,903 Accumulated depreciation (2,935) (2,049) Total LNG terminal costs, net 30,242 29,481 Fixed assets and other Computer and office equipment 25 23 Furniture and fixtures 19 22 Computer software 117 110 Leasehold improvements 45 42 Land 59 59 Other 25 21 Accumulated depreciation (164) (141) Total fixed assets and other, net 126 136 Assets under finance lease Tug vessels 60 60 Accumulated depreciation (7) (4) Total assets under finance lease, net 53 56 Property, plant and equipment, net $ 30,421 $ 29,673 The following table shows depreciation expense and offsets to LNG terminal costs during the years ended December 31, 2020 and 2019 (in millions): Year Ended December 31, 2020 2019 2018 Depreciation expense $ 926 $ 788 $ 445 Offsets to LNG terminal costs (1) 19 301 140 (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. LNG Terminal Costs Our LNG terminals are depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of our LNG terminals have depreciable lives between 7 and 50 years, as follows: Components Useful life (yrs) LNG storage tanks 50 Natural gas pipeline facilities 40 Marine berth, electrical, facility and roads 35 Water pipelines 30 Regasification processing equipment 30 Sendout pumps 20 Liquefaction processing equipment 7-50 Other 10-30 Fixed Assets and Other Our fixed assets and other are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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 previously, 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 December 31, 2020 and 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 December 31, 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 $ — $ (140) $ — $ (140) $ — $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives liability — — — — — (8) — (8) Liquefaction Supply Derivatives asset (liability) 5 (6) 241 240 5 6 138 149 LNG Trading Derivatives asset (liability) (3) (131) — (134) — 165 — 165 FX Derivatives asset (liability) — (22) — (22) — 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 December 31, 2020 and 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 December 31, 2020: Net Fair Value Asset Valuation Approach Significant Unobservable Input Range of Significant Unobservable Inputs / Weighted Average (1) Physical Liquefaction Supply Derivatives $241 Market approach incorporating present value techniques Henry Hub basis spread $(0.532) - $0.092 / $(0.030) Option pricing model International LNG pricing spread, relative to Henry Hub (2) 117% - 480% / 155% (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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ 138 $ (29) $ 43 Realized and mark-to-market gains (losses): Included in cost of sales 156 (77) (13) Purchases and settlements: Purchases 5 199 (31) Settlements (65) 44 (29) Transfers into Level 3, net (1) 7 1 1 Balance, end of period $ 241 $ 138 $ (29) Change in unrealized gain (loss) relating to instruments still held at end of period $ 156 $ (77) $ (13) (1) Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements. Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for 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 CCH has entered into interest rate swaps to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the CCH Credit Facility. CCH previously also had interest rate swaps to hedge against changes in interest rates that could impact anticipated future issuance of debt. In August 2020, we settled the outstanding CCH Interest Rate Forward Start Derivatives. Cheniere Partners previously had interest rate swaps (“CQP Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its credit facilities. In October 2018, Cheniere Partners terminated the CQP Interest Rate Derivatives related to the 2016 CQP Credit Facilities. As of December 31, 2020, we had the following Interest Rate Derivatives outstanding: Notional Amounts December 31, 2020 December 31, 2019 Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CCH Interest Rate Derivatives $4.6 billion $4.5 billion May 31, 2022 2.30% One-month LIBOR The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in interest rate derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 CCH Interest Rate Derivatives gain (loss) $ (138) $ (101) $ 43 CCH Interest Rate Forward Start Derivatives loss (95) (33) — CQP Interest Rate Derivatives gain — — 14 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 notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”): December 31, 2020 December 31, 2019 Liquefaction Supply Derivatives LNG Trading Derivatives Liquefaction Supply Derivatives LNG Trading Derivatives Notional amount, net (in TBtu) (1) 10,483 20 9,177 4 (1) Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—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 years ended December 31, 2020, 2019 and 2018 (in millions): Consolidated Statements of Operations Location (1) Year Ended December 31, 2020 2019 2018 LNG Trading Derivatives gain (loss) LNG revenues $ (26) $ 402 $ (25) LNG Trading Derivatives loss Cost of sales (42) (89) — Liquefaction Supply Derivatives gain (loss) (2) LNG revenues (1) 2 (1) Liquefaction Supply Derivatives gain (loss) (2) Cost of sales 94 194 (100) (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 total notional amount of our FX Derivatives was $786 million and $827 million as of December 31, 2020 and 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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, Consolidated Statements of Operations Location 2020 2019 2018 FX Derivatives gain (loss) LNG revenues $ (3) $ 25 $ 18 Fair Value and Location of Derivative Assets and Liabilities on the Consolidated Balance Sheets The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions): December 31, 2020 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) FX Derivatives Total Consolidated Balance Sheets Location Derivative assets $ — $ — $ 27 $ — $ 5 $ 32 Non-current derivative assets — — 376 — — 376 Total derivative assets — — 403 — 5 408 Derivative liabilities (100) — (54) (134) (25) (313) Non-current derivative liabilities (40) — (109) — (2) (151) Total derivative liabilities (140) — (163) (134) (27) (464) Derivative asset (liability), net $ (140) $ — $ 240 $ (134) $ (22) $ (56) December 31, 2019 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) FX Derivatives Total Consolidated Balance Sheets Location Derivative assets $ — $ — $ 93 $ 225 $ 5 $ 323 Non-current derivative assets — — 174 — — 174 Total derivative assets — — 267 225 5 497 Derivative liabilities (32) (8) (16) (60) (1) (117) Non-current derivative liabilities (49) — (102) — — (151) Total derivative liabilities (81) (8) (118) (60) (1) (268) Derivative asset (liability), net $ (81) $ (8) $ 149 $ 165 $ 4 $ 229 (1) Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions . (2) Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. 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): CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives LNG Trading Derivatives FX Derivatives As of December 31, 2020 Gross assets $ — $ — $ 452 $ — $ 6 Offsetting amounts — — (49) — (1) Net assets $ — $ — $ 403 $ — $ 5 Gross liabilities $ (140) $ — $ (184) $ (163) $ (62) Offsetting amounts — — 21 29 35 Net liabilities $ (140) $ — $ (163) $ (134) $ (27) As of December 31, 2019 Gross assets $ — $ — $ 281 $ 229 $ 9 Offsetting amounts — — (14) (4) (4) Net assets $ — $ — $ 267 $ 225 $ 5 Gross liabilities $ (81) $ (8) $ (126) $ (60) $ (6) Offsetting amounts — — 8 — 5 Net liabilities $ (81) $ (8) $ (118) $ (60) $ (1) |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of December 31, 2020 and 2019, other non-current assets, net consisted of the following (in millions): December 31, 2020 2019 Advances made to municipalities for water system enhancements $ 84 $ 87 Advances and other asset conveyances to third parties to support LNG terminals 60 55 Advances made under EPC and non-EPC contracts 9 29 Equity method investments 81 108 Debt issuance costs and debt discount, net 42 45 Tax-related payments and receivables 20 20 Contract assets, net 80 18 Other 30 26 Total other non-current assets, net $ 406 $ 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”). Midship Pipeline is currently operating an approximately 200-mile natural gas pipeline project (the “Midship Project”) that connects production in the Anadarko Basin to Gulf Coast markets. The Midship Project commenced operations in April 2020. During the year ended December 31, 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 year ended December 31, 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 $80 million and $105 million at December 31, 2020 and 2019, respectively. |
Non-Controlling Interest and Va
Non-Controlling Interest and Variable Interest Entity | 12 Months Ended |
Dec. 31, 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. Cheniere Partners is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Our subsidiary, Cheniere Partners GP, is the general partner of Cheniere Partners. In 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco entered into a unit purchase agreement whereby Cheniere Partners sold 100.0 million Class B units to Blackstone CQP Holdco in a private placement. The board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone CQP Holdco, four directors appointed by us and four independent directors mutually agreed upon by Blackstone CQP Holdco and us and appointed by us. In addition, we provided Blackstone CQP Holdco with a right to maintain one board seat on our Board of Directors (our “Board”). A quorum of Cheniere Partners GP directors consists of a majority of all directors, including at least two directors appointed by Blackstone CQP Holdco, two directors appointed by us and two independent directors. Blackstone CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone CQP Holdco’s ownership in Cheniere Partners is less than 20% of outstanding common units and subordinated units. We have determined that Cheniere Partners GP is a VIE and that we, as the holder of the equity at risk, do not have a controlling financial interest due to the rights held by Blackstone CQP Holdco. However, we continue to consolidate Cheniere Partners as a result of Blackstone CQP Holdco’s right to maintain one board seat on our Board which creates a de facto agency relationship between Blackstone CQP Holdco and us. GAAP requires that when a de facto agency relationship exists, one of the members of the de facto agency relationship must consolidate the VIE based on certain criteria. As a result, we consolidate Cheniere Partners in our Consolidated Financial Statements. 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. December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 1,210 $ 1,781 Restricted cash 97 181 Accounts and other receivables, net 318 297 Other current assets 182 184 Total current assets 1,807 2,443 Property, plant and equipment, net 16,723 16,368 Other non-current assets, net 287 309 Total assets $ 18,817 $ 19,120 LIABILITIES Current liabilities Accrued liabilities $ 658 $ 709 Other current liabilities 171 210 Total current liabilities 829 919 Long-term debt, net 17,580 17,579 Other non-current liabilities 126 104 Total liabilities $ 18,535 $ 18,602 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of December 31, 2020 and 2019, accrued liabilities consisted of the following (in millions): December 31, 2020 2019 Interest costs and related debt fees $ 245 $ 293 Accrued natural gas purchases 576 460 LNG terminals and related pipeline costs 147 327 Compensation and benefits 123 115 Accrued LNG inventory 4 6 Other accrued liabilities 80 80 Total accrued liabilities $ 1,175 $ 1,281 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of December 31, 2020 and 2019, our debt consisted of the following (in millions): December 31, 2020 2019 Long-term debt: SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”) $ 13,650 $ 13,650 Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”) 4,100 4,100 CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility 10,217 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”) 3,145 1,903 Unamortized premium, discount and debt issuance costs, net (641) (692) Total long-term debt, net 30,471 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 271 — Cheniere Marketing — trade finance facilities — — Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 104 — Unamortized premium, discount and debt issuance costs, net (3) — Total current debt 372 — Total debt, net $ 30,843 $ 30,774 Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions): Years Ending December 31, Principal Payments 2021 $ 747 2022 1,089 2023 1,749 2024 5,556 2025 5,023 Thereafter 17,323 Total $ 31,487 Issuances and Repayments The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions): Issuances and Long-Term Borrowings Principal Amount Issued SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1) $ 2,000 CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2) 769 Cheniere — 2028 Cheniere Senior Secured Notes (3) 2,000 Cheniere — Cheniere Term Loan Facility 2,323 Cheniere — Cheniere Revolving Credit Facility 455 Year Ended December 31, 2020 total $ 7,547 Repayments, Redemptions and Repurchases Amount Repaid/Redeemed/Repurchased SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1) $ (2,000) CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3) (1,578) CCH — CCH Credit Facility (2) (656) Cheniere — 2021 Cheniere Convertible Unsecured Notes (3) (844) Cheniere — Cheniere Term Loan Facility (3) (2,175) Cheniere — Cheniere Revolving Credit Facility (455) Year Ended December 31, 2020 total $ (7,708) (1) Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 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 year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs. (3) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into 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 outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, 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, including paid-in-kind interest, 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 December 31, 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 — — 2,627 140 — 148 Commitments prepaid or terminated — 750 7,343 — — 2,175 Letters of credit issued 413 — — 293 124 — Available commitment $ 787 $ 750 $ — $ 767 $ 1,126 $ 372 Priority ranking Senior secured Senior secured Senior secured Senior secured Senior secured Senior secured 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% 1.40% n/a 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 year ended December 31, 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 December 31, 2020 (in millions): 2021 Cheniere Convertible Unsecured Notes (1) 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 625 Add: interest paid-in-kind 320 — Less: aggregate principal redeemed (844) — Aggregate remaining principal $ 476 $ 625 Debt component, net of discount and debt issuance costs $ 470 $ 317 Equity component $ 201 $ 194 Interest payment method Paid-in-kind Cash Conversion by us (2) — (3) Conversion by holders (2) (4) (5) 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 (6) 8.1 % 9.4 % Remaining debt discount and debt issuance costs amortization period (7) 0.4 years 24.2 years (1) $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. (2) Conversion is subject to various limitations and conditions. (3) Redeemable at any time 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. (4) 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. (5) 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). (6) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (7) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity. Restrictive Debt Covenants The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us, our subsidiaries’ and its restricted subsidiaries’ ability to make certain investments or pay dividends or distributions. As of December 31, 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): Year Ended December 31, 2020 2019 2018 Interest cost on convertible notes: Interest per contractual rate $ 152 $ 256 $ 237 Amortization of debt discount 45 40 35 Amortization of debt issuance costs 8 12 9 Total interest cost related to convertible notes 205 308 281 Interest cost on debt and finance leases excluding convertible notes 1,568 1,538 1,397 Total interest cost 1,773 1,846 1,678 Capitalized interest (248) (414) (803) Total interest expense, net of capitalized interest $ 1,525 $ 1,432 $ 875 Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in millions): December 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Senior notes — Level 2 (1) $ 24,700 $ 27,897 $ 22,700 $ 24,650 Senior notes — Level 3 (2) 2,771 3,423 2,002 2,259 Credit facilities (3) 2,915 2,915 3,283 3,283 2021 Cheniere Convertible Unsecured Notes (2) 476 480 1,278 1,312 2025 CCH HoldCo II Convertible Senior Notes (2) — — 1,578 1,807 2045 Cheniere Convertible Senior Notes (4) 625 496 625 498 (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 | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | LEASES Our 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. Our policy is to recognize leases on our balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. As our leases generally do not provide an implicit rate, in order to calculate the lease liability, we discounted our expected future lease payments using our relevant subsidiary’s incremental borrowing rate at the later of January 1, 2019 or the commencement date of the lease. The incremental borrowing rate is an estimate of the rate of interest that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Many of our leases contain renewal options exercisable at our sole discretion. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability only to the extent they are reasonably certain to be exercised, such as when necessary to satisfy obligations that existed at the execution of the lease or when the non-renewal would otherwise result in a significant economic penalty. We have elected the practical expedient to omit leases with an initial term of 12 months or less (“short-term lease”) from recognition on the balance sheet. We recognize short-term lease payments on a straight-line basis over the lease term and variable payments under short-term leases in the period in which the obligation is incurred. Certain of our leases contain non-lease components which are not separated from the lease components when calculating the right-of-use asset and lease liability per our use of the practical expedient to combine both components of an arrangement for all classes of leased assets. Certain of our leases also contain variable payments, such as inflation, that are not included when calculating the right-of-use asset and lease liability unless the payments are in-substance fixed. We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize lease expense for finance leases as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in millions): December 31, Consolidated Balance Sheets Location 2020 2019 Right-of-use assets—Operating Operating lease assets, net $ 759 $ 439 Right-of-use assets—Financing Property, plant and equipment, net 53 56 Total right-of-use assets $ 812 $ 495 Current operating lease liabilities Current operating lease liabilities $ 161 $ 236 Current finance lease liabilities Other current liabilities 2 1 Non-current operating lease liabilities Non-current operating lease liabilities 597 189 Non-current finance lease liabilities Non-current finance lease liabilities 57 58 Total lease liabilities $ 817 $ 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 Year Ended December 31, 2020 2019 Operating lease cost (a) Operating costs and expenses (1) $ 432 $ 612 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 2 3 Interest on lease liabilities Interest expense, net of capitalized interest 7 10 Total lease cost $ 441 $ 625 (a) Included in operating lease cost: Short-term lease costs $ 93 $ 230 Variable lease costs paid to the lessor 16 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. During the year ended December 31, 2018, we recognized lease expense for all operating leases of $335 million. Future annual minimum lease payments for operating and finance leases as of December 31, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) Finance Leases 2021 $ 197 $ 10 2022 156 10 2023 121 10 2024 119 10 2025 96 10 Thereafter 252 127 Total lease payments 941 177 Less: Interest (183) (118) Present value of lease liabilities $ 758 $ 59 (1) Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 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: December 31, 2020 December 31, 2019 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.2 17.7 8.4 18.7 Weighted-average discount rate (1) 5.4% 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): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 309 $ 389 Operating cash flows from finance leases 10 9 Right-of-use assets obtained in exchange for new operating lease liabilities 615 235 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 December 31, 2020 and 2019, we had zero and $9 million in future minimum sublease payments to be received from LNG vessel subcharters, respectively. The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions): Year Ended December 31, 2020 2019 Fixed Income $ 68 $ 122 Variable Income 27 22 Total sublease income $ 95 $ 144 |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 LNG revenues (1) $ 8,954 $ 8,817 $ 7,581 Regasification revenues 269 266 261 Other revenues 70 74 54 Total revenues from customers 9,293 9,157 7,896 Net derivative gain (loss) (2) (30) 429 (9) Other (3) 95 144 100 Total revenues $ 9,358 $ 9,730 $ 7,987 (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. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, 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 7 —Derivative Instruments for additional information about our derivatives. (3) Includes revenues from LNG vessel subcharters. See Note 1 2 —Leases for additional information about our subleases. LNG Revenues We have entered into numerous SPAs with third party customers for the sale of LNG on a free on board (“FOB”) (delivered to the customer at either the Sabine Pass or Corpus Christi LNG terminal) or delivered at terminal (“DAT”) (delivered to the customer at their LNG receiving terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train. We intend to primarily use LNG sourced from our Sabine Pass or Corpus Christi terminals to provide contracted volumes to our customers. However, we supplement this LNG with volumes procured from third parties. LNG revenues recognized from LNG that was procured from third parties was $414 million, $268 million and $745 million for the years ended December 31, 2020, 2019 and 2018, respectively. Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, either at the Sabine Pass or Corpus Christi LNG terminal or at the customer’s LNG receiving terminal, based on the terms of the contract, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the exception, variable consideration related to the sale of LNG is also not included in the transaction price. When we sell LNG on a DAT basis, we consider all transportation costs, including vessel chartering, loading/unloading and canal fees, as fulfillment costs and not as separate services provided to the customer within the arrangement, regardless of whether or not such activities occur prior to or after the customer obtains control of the LNG. We expense fulfillment costs as incurred unless otherwise dictated by GAAP. Fees received pursuant to SPAs are recognized as LNG revenues only after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use. Regasification Revenues The Sabine Pass LNG terminal has operational regasification capacity of approximately 4 Bcf/d. Approximately 2 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term TUAs with unaffiliated third-party customers, under which they are required to pay fixed monthly fees regardless of their use of the LNG terminal. Each of the customers has reserved approximately 1 Bcf/d of regasification capacity. The customers are each obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually for 20 years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. The remaining capacity of the Sabine Pass LNG terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation. Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs. In 2012, SPL entered into a partial TUA assignment agreement with Total Gas & Power North America, Inc. (“Total”), whereby upon substantial completion of Train 5 of the SPL Project, SPL gained access to substantially all of Total’s capacity and other services provided under Total’s TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Train 6. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA and we continue to recognize the payments received from Total as revenue. During the years ended December 31, 2020, 2019 and 2018, SPL recorded $129 million, $104 million and $30 million, respectively, as operating and maintenance expense under this partial TUA assignment agreement. 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): December 31, 2020 2019 Contract assets, net $ 80 $ 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 year ended December 31, 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): Year Ended December 31, 2020 Deferred revenues, beginning of period $ 161 Cash received but not yet recognized 138 Revenue recognized from prior period deferral (161) Deferred revenues, end of period $ 138 We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the years ended December 31, 2020 and 2019 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs. Transaction Price Allocated to Future Performance Obligations Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2020 and 2019: December 31, 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 $ 102.3 10 $ 106.4 11 Regasification revenues 2.1 5 2.4 5 Total revenues $ 104.4 $ 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 40% and 52% of our LNG revenues from contracts included in the table above during the years ended December 31, 2020 and 2019, respectively, were related to variable consideration received from customers. During each of the years ended December 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2020 and 2019, respectively. The Liquefaction Supply Derivatives related to this agreement are recorded on our Consolidated Balance Sheets as follows (in millions, except notional amount): December 31, 2020 2019 Derivative assets $ 3 $ 3 Non-current derivative assets 1 2 Notional amount, net (in TBtu) 60 120 We recorded the following amounts on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 related to this agreement (in millions): Year Ended December 31, 2020 2019 2018 Cost of sales (a) $ 114 $ 85 $ — (a) Included in costs of sales: Liquefaction Supply Derivative loss $ (1) $ (1) $ — 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 operating and maintenance expense of $13 million in the year ended December 31, 2020 and accrued liabilities of $4 million as of December 31, 2020 with this related party. Operation and Maintenance Service Agreements |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The jurisdictional components of income before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 are as follows (in millions): Year Ended December 31, 2020 2019 2018 U.S. $ 720 $ 289 $ 997 International (176) 426 230 Total income before income taxes and non-controlling interest $ 544 $ 715 $ 1,227 Income tax provision (benefit) included in our reported net income consisted of the following (in millions): Year Ended December 31, 2020 2019 2018 Current: Federal $ — $ — $ — State — — 2 Foreign — 4 30 Total current — 4 32 Deferred: Federal 41 (475) — State 2 (46) — Foreign — — (5) Total deferred 43 (521) (5) Total income tax provision (benefit) $ 43 $ (517) $ 27 Our income tax rates do not bear a customary relationship to statutory income tax rates. A reconciliation of the federal statutory income tax rate of 21% to our effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % Non-controlling interest (22.6) % (17.2) % (11.4) % State tax rate — % (5.4) % (0.4) % Executive compensation 1.4 % 1.3 % 0.5 % Nondeductible interest expense 8.0 % 5.0 % 2.6 % Foreign earnings taxed in the U.S. 1.2 % 6.7 % 1.4 % Foreign rate differential (3.7) % (11.4) % (1.1) % Tax credits (4.5) % (5.2) % (0.6) % Internal restructuring 7.0 % — % — % Other 1.0 % 1.4 % — % Valuation allowance (0.9) % (68.5) % (9.8) % Effective tax rate 7.9 % (72.3) % 2.2 % Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards and credits Federal $ 3,084 $ 2,860 Foreign 3 5 State 257 249 Federal and state tax credits 95 64 Disallowed business interest expense carryforward — 154 Other 290 143 Less: valuation allowance (190) (196) Total deferred tax assets 3,539 3,279 Deferred tax liabilities Investment in partnerships (765) (554) Property, plant and equipment (2,089) (2,110) Other (196) (86) Total deferred tax liabilities (3,050) (2,750) Net deferred tax assets $ 489 $ 529 Business interest expense carryforward On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (“the CARES Act”) was signed into law which provided numerous tax changes in response to the COVID-19 pandemic. In general, the CARES Act was favorable to us because it increased the interest deductibility limit from 30% to 50% of adjusted taxable income in 2019 and 2020. On September 14, 2020, the U.S Department of Treasury issued final and proposed regulations providing guidance on the business interest expense limitation under Section 163(j) of the Internal Revenue Code. In general, the regulations were favorable to us because they allow depreciation capitalized to inventory to be added back to adjusted taxable income from 2018 through 2021, for purposes of computing the allowable interest expense deduction. As permitted under the regulations, we intend to adopt them retroactively beginning with the tax year ended December 31, 2018. The favorable changes brought about by the CARES Act and the final and proposed interest expense regulations allow us to fully deduct our current year business interest expense and all of our previously disallowed business interest expense carryforward. Internal Restructuring On March 31, 2020 we executed an internal restructuring which simplified our legal entity structure, causing foreign income to flow directly to our U.S. tax return. As a result of the internal restructuring, a one-time $38 million deferred tax expense was recorded discretely during the first quarter of 2020. Valuation Allowance For the period ended December 31, 2020, we have provided a valuation allowance of approximately $190 million on certain state NOLs and federal capital loss carryforwards, for which we believe are more likely than not to expire before realization of the benefit. Our valuation allowance decreased by $6 million for the year ended December 31, 2020. For the period ended December 31, 2019, we weighed all of the positive and negative evidence, and determined that sufficient positive evidence existed to support releasing the valuation allowance against substantially all of our federal deferred tax assets and a portion of our state deferred tax assets. The positive evidence supporting such conclusion included successful completion and subsequent operations of Trains 1 and 2 of the CCL Project and Train 5 of the SPL Project, transitioning from a three three NOL and tax credit carryforwards At December 31, 2020, we had federal and state NOL carryforwards of approximately $15.0 billion and $3.2 billion, respectively. Approximately $10.6 billion of these NOLs have an indefinite carryforward period. All other NOLs will expire between 2026 and 2040. At December 31, 2020, we had federal and state tax credit carryforwards of $93 million and $2 million, respectively. The federal tax credit carryforwards include investment tax credit carryforwards of $52 million related to capital equipment placed in service at our Liquefaction Projects. We account for our federal investment tax credits under the flow-through method. The federal tax credit carryforwards also include $37 million of foreign tax credits related to tax years 2014 through 2020. The federal and state tax credit carryforwards will expire between 2024 and 2039. We experienced an ownership change within the provisions of U.S. IRC Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing NOL carryforwards. Income Tax Audits We are subject to tax in the U.S. and various state and foreign jurisdictions and we remain subject to periodic audits and reviews by taxing authorities. Federal and state tax returns for the years after 2016 remain open for examination. Tax authorities may have the ability to review and adjust carryover attributes that were generated prior to these periods if utilized in an open tax year. Unrecognized Tax Benefits At December 31, 2020, we had unrecognized tax benefits of $62 million. If recognized, $53 million of unrecognized tax benefits would affect our effective tax rate in future periods. Currently, we do not recognize any accrued liabilities, interest and penalties associated with the unrecognized tax benefits provided in our Consolidated Statements of Operations or our Consolidated Balance Sheets because any settlement of uncertain tax positions would result in an adjustment to our NOL carryforward. We recognize interest and penalties related to income tax matters as part of income tax expense. A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2020 and 2019, is as follows (in millions): Year Ended December 31, 2020 2019 Balance at beginning of the year $ 61 $ 61 Additions based on tax positions related to current year 1 — Additions for tax positions of prior years — — Reductions for tax positions of prior years — — Settlements — — U.S. tax reform rate change — — Balance at end of the year $ 62 $ 61 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 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”) and the 2020 Incentive Plan, which was approved by our shareholders in May 2020. The 2011 Plan and the 2020 Incentive Plan provide for the issuance of 35.0 million shares and 8.0 million shares, respectively, of our common stock that may be in the form of various share-based performance awards deemed by the Compensation Committee of our Board (the “Compensation Committee”). Total share-based compensation consisted of the following (in millions): Year Ended December 31, 2020 2019 2018 Share-based compensation costs, pre-tax: Equity awards $ 114 $ 131 $ 89 Liability awards 2 9 48 Total share-based compensation 116 140 137 Capitalized share-based compensation (6) (9) (24) Total share-based compensation expense $ 110 $ 131 $ 113 Tax benefit associated with share-based compensation expense $ 23 $ 14 $ 6 The total unrecognized compensation cost at December 31, 2020 relating to non-vested share-based compensation arrangements consisted of the following: Unrecognized Compensation Cost Recognized over a weighted average period Restricted Stock Share Awards $ 1 0.3 Restricted Stock Unit and Performance Stock Unit Awards $ 111 1.3 Phantom Units Awards $ — 0.2 Restricted Stock Share Awards Restricted stock share awards are awards of common stock that are 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. These awards vest based on service conditions ( one two three four The table below provides a summary of our restricted stock outstanding (in millions, except for per share information): Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2020 0.0 $ 67.79 Granted 0.1 41.78 Vested 0.0 — Forfeited 0.0 — Non-vested at December 31, 2020 0.1 $ 41.78 The fair value of restricted stock share awards vested for the years ended December 31, 2020, 2019 and 2018 were $3 million, $3 million and $53 million, respectively. Restricted Stock Unit and 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 defined performance period 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. The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information): Units Weighted Average Grant Date Fair Value Per Unit Non-vested at January 1, 2020 4.4 $ 61.68 Granted (1) 1.8 53.88 Vested (2.3) 58.49 Forfeited (0.2) 58.83 Non-vested at December 31, 2020 (2) 3.7 $ 60.00 (1) This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards. (2) This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. The table below provides a summary of restricted share unit and performance stock unit awards issued and fair value of units vested: Year Ended December 31, 2020 2019 2018 Units issued (in millions) 1.8 1.9 2.6 Weighted average grant date fair value per unit $ 53.88 $ 67.47 $ 59.50 Fair value of units vested (in millions) $ 137 $ 45 $ 22 Phantom Units Awards Phantom units are share-based awards granted to employees over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of our common stock upon each vesting. We did not issue any phantom units to our employees and non-employee directors during the years ended December 31, 2020, 2019 and 2018. Phantom units are not eligible to receive quarterly distributions. These awards vest based on service conditions ( two three four The table below provides a summary of our phantom units outstanding (in millions): Units Non-vested at January 1, 2020 0.1 Granted — Vested (0.1) Forfeited 0.0 Non-vested at December 31, 2020 0.0 The value of phantom units vested during the years ended December 31, 2020, 2019 and 2018 was $4 million, $11 million and $91 million, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLANWe have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75% of their compensation up to the IRS maximum. We match each employee’s deferrals (contributions) up to 6% of compensation and may make additional contributions at our discretion. Employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $15 million for each of the years ended December 31, 2020 and 2019 and $9 million for the year ended December 31, 2018. We have made no discretionary contributions to the 401(k) Plan to date. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2020, 2019 and 2018 (in millions, except per share data): Year Ended December 31, 2020 2019 2018 Weighted average common shares outstanding: Basic 252.4 256.2 245.6 Dilutive unvested stock — 1.9 2.4 Diluted 252.4 258.1 248.0 Basic net income (loss) per share attributable to common stockholders $ (0.34) $ 2.53 $ 1.92 Diluted net income (loss) per share attributable to common stockholders $ (0.34) $ 2.51 $ 1.90 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): Year Ended December 31, 2020 2019 2018 Unvested stock (1) 3.4 2.3 0.8 Convertible notes 2021 Cheniere Convertible Unsecured Notes (2) — 13.7 13.0 2025 CCH HoldCo II Convertible Senior Notes (3) — 25.5 — 2045 Cheniere Convertible Senior Notes 4.5 4.5 4.5 Total potentially dilutive common shares 7.9 46.0 18.3 (1) Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, 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 year ended December 31, 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 year ended December 31, 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 1 1 —Debt , the 2025 CCH HoldCo II Convertible Senior Notes were not included in the computation of net income per share for the year ended December 31, 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 income per share for the year ended December 31, 2018, because the substantive non-market based contingencies underlying the eligible conversion date were not met as of December 31, 2018. |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Aggregate common stock repurchased 2,875,376 4,000,424 Weighted average price paid per share $ 53.88 $ 62.27 Total amount paid (in millions) $ 155 $ 249 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 2020, are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. LNG Terminal Commitments and Contingencies Obligations under EPC Contracts SPL has a lump sum turnkey contract with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Train 6 of the SPL Project. The EPC contract price for Train 6 of the SPL Project is approximately $2.5 billion, reflecting amounts incurred under change orders through December 31, 2020, and including estimated costs for the third marine berth that is currently under construction. As of December 31, 2020, we have incurred $1.9 billion under this contract. CCL has a lump sum turnkey contract with Bechtel for the engineering, procurement and construction of Train 3 of the CCL Project. The EPC contract price for Train 3 of the CCL Project is approximately $2.4 billion, reflecting amounts incurred under change orders through December 31, 2020. As of December 31, 2020, we have incurred $2.4 billion under this contract. SPL and CCL have the right to terminate its respective EPC contracts for its convenience, in which case Bechtel will be paid (1) the portion of the contract price for the work performed, (2) costs reasonably incurred by Bechtel on account of such termination and demobilization and (3) a lump sum of up to $30 million depending on the termination date. Obligations under SPAs SPL and CCL have third-party SPAs which obligate SPL and CCL, respectively, to purchase and liquefy sufficient quantities of natural gas to deliver contracted volumes of LNG to the customers’ vessels, subject to completion of construction of applicable specified Trains of the SPL Project or the CCL Project. In addition, our integrated marketing function has third-party SPAs which obligate us to deliver contracted volumes of LNG to the customers’ vessels or to the customers at their LNG receiving terminals. Obligations under LNG TUAs SPLNG has third-party TUAs with Total and Chevron U.S.A. Inc. to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal. Obligations under Natural Gas Supply, Transportation and Storage Service Agreements SPL, CCL and CCL Stage III have physical natural gas supply contracts to secure natural gas feedstock for the SPL Project, the CCL Project and potential future development of Corpus Christi Stage 3, respectively. The remaining terms of these contracts range up to 15 years, some of which commence upon the satisfaction of certain events or states of affairs. As of December 31, 2020, SPL, CCL and CCL Stage III have secured up to approximately 4,950 TBtu, 2,938 TBtu and 2,361 TBtu, respectively, of natural gas feedstock through natural gas supply contracts, a portion of which are considered purchase obligations if the certain events or states of affairs are satisfied. Additionally, SPL and CCL have natural gas transportation and storage service agreements for the SPL Project and the CCL Project, respectively. The initial terms of the natural gas transportation agreements range up to 20 years for the SPL Project and the CCL Project, with renewal options for certain contracts, and commence upon the occurrence of conditions precedent. The initial term of the natural gas storage service agreements for the SPL Project ranges up to 10 years and the initial term of the natural gas storage service agreements for the CCL Project ranges up to 5 years. As of December 31, 2020, the obligations of SPL, CCL and CCL Stage III under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions): Years Ending December 31, Payments Due (1) 2021 $ 4,477 2022 2,567 2023 1,861 2024 1,367 2025 1,140 Thereafter 4,005 Total $ 15,417 (1) Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread . Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services. Restricted Net Assets At December 31, 2020, our restricted net assets of consolidated subsidiaries were approximately $3.0 billion. Other Commitments In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position. 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 | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, December 31, 2020 2019 2018 2020 2019 Customer A 14% 16% 18% 14% 13% Customer B 12% 10% 14% 12% * Customer C 10% 11% 19% * 13% Customer D 10% 11% 13% * * * Less than 10% The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States. Revenues from External Customers Year Ended December 31, 2020 2019 2018 Ireland $ 1,130 $ 989 $ 1,098 Spain 1,034 598 — India 1,021 1,160 1,048 South Korea 942 1,207 1,517 United States 687 2,807 1,911 United Kingdom 678 559 155 Singapore 646 533 417 Other countries 3,220 1,877 1,841 Total $ 9,358 $ 9,730 $ 7,987 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2020 2019 2018 Cash paid during the period for interest on debt, net of amounts capitalized $ 1,395 $ 1,126 $ 707 Cash paid for income taxes 2 24 14 Non-cash investing and financing activities: Acquisition of non-controlling interest in Cheniere Holdings — — 702 Acquisition of assets under capital lease (1) — — 60 (1) See Note 12— Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842. The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $282 million, $473 million and $420 million as of December 31, 2020, 2019 and 2018, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSIn February 2021, SPL entered into a note purchase agreement for the sale of approximately $147 million aggregate principal amount of 2.95% Senior Secured Notes due 2037 (the “2.95% SPL 2037 Senior Secured Notes”) on a private placement basis. The 2.95% SPL 2037 Senior Secured Notes are expected to be issued in December 2021, and the net proceeds are expected to be used to refinance a portion of SPL’s outstanding Senior Secured Notes due 2022. The 2.95% SPL 2037 Senior Secured Notes will be fully amortizing, with a weighted average life of over 10 years. |
Summarized Quarterly Financial
Summarized Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Data (unaudited) | Summarized Quarterly Financial Data—(in millions, except per share amounts) First Second Third Fourth Year Ended December 31, 2020: Revenues $ 2,709 $ 2,402 $ 1,460 $ 2,787 Income from operations 1,346 937 72 276 Net income (loss) 603 404 (508) 2 Net income (loss) attributable to common stockholders 375 197 (463) (194) Net income (loss) per share attributable to common stockholders—basic (1) 1.48 0.78 (1.84) (0.77) Net income (loss) per share attributable to common stockholders—diluted (1) 1.43 0.78 (1.84) (0.77) Year Ended December 31, 2019: Revenues $ 2,261 $ 2,292 $ 2,170 $ 3,007 Income from operations 606 432 307 1,016 Net income (loss) 337 2 (260) 1,153 Net income (loss) attributable to common stockholders 141 (114) (318) 939 Net income (loss) per share attributable to common stockholders—basic (1) 0.55 (0.44) (1.25) 3.70 Net income (loss) per share attributable to common stockholders—diluted (1) 0.54 (0.44) (1.25) 3.34 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of Registrant | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in millions) Year Ended December 31, 2020 2019 2018 General and administrative expense $ 20 $ 17 $ 8 Other income (expense) Interest expense, net of capitalized interest (155) (141) (128) Interest income — 1 — Loss on modification or extinguishment of debt (50) — — Equity in income of subsidiaries 77 490 607 Total other income (expense) (128) 350 479 Income (loss) before income taxes (148) 333 471 Income tax benefit 63 315 — Net income (loss) attributable to common stockholders $ (85) $ 648 $ 471 The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in millions) December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ — $ 55 Restricted cash 1 — Other current assets 1 1 Total current assets 2 56 Property, plant and equipment, net 30 17 Operating lease assets, net 22 24 Debt issuance and deferred financing costs, net 15 16 Investments in subsidiaries 2,324 1,139 Deferred tax assets, net 381 315 Total assets $ 2,774 $ 1,567 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Current operating lease liabilities $ 5 $ 5 Current debt 103 — Other current liabilities 37 9 Total current liabilities 145 14 Long-term debt, net 2,790 1,534 Non-current operating lease liabilities 30 33 Stockholders’ deficit (191) (14) Total liabilities and stockholders’ deficit $ 2,774 $ 1,567 The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2020 2019 2018 Net cash provided by operating activities $ (285) $ 74 $ 48 Cash flows from investing activities Property, plant and equipment, net (13) (2) — Distribution from (investment in) subsidiaries (481) 842 568 Net cash provided by investing activities (494) 840 568 Cash flows from financing activities Proceeds from issuance of debt 4,778 — — Repayments of debt (3,143) — — Debt issuance and deferred financing costs (57) — (13) Debt modification or extinguishment costs (29) — — Distribution and dividends to non-controlling interest (626) (591) (576) Payments related to tax withholdings for share-based compensation (43) (19) (20) Repurchase of common stock (155) (249) — Other — — (7) Net cash used in financing activities 725 (859) (616) Net increase in cash, cash equivalents and restricted cash (54) 55 — Cash, cash equivalents and restricted cash—beginning of period 55 — — Cash, cash equivalents and restricted cash—end of period $ 1 $ 55 $ — Balances per Condensed Balance Sheets: December 31, 2020 2019 Cash and cash equivalents $ — $ 55 Restricted cash 1 — Total cash, cash equivalents and restricted cash $ 1 $ 55 The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Condensed Financial Statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere. In the Condensed Financial Statements, Cheniere’s investments in affiliates are presented at the net amount attributable to Cheniere. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded on the Condensed Balance Sheets. The income from operations of the affiliates is reported on a net basis as investment in affiliates (equity in income of subsidiaries). A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The Condensed Financial Statements should be read in conjunction with Cheniere’s Consolidated Financial Statements. 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. CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED NOTE 2—DEBT As of December 31, 2020 and 2019, our debt consisted of the following (in millions): December 31, 2020 2019 Long-term debt: 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”) $ 3,145 $ 1,903 Unamortized premium, discount and debt issuance costs, net (355) (369) Total long-term debt, net 2,790 1,534 Current debt: Current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 104 $ — Unamortized premium, discount and debt issuance costs, net (1) $ — Total current debt 103 — Total debt, net $ 2,893 $ 1,534 Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2020 (in millions): Years Ending December 31, Principal Payments 2021 $ 476 2022 — 2023 148 2024 — 2025 — Thereafter 2,625 Total $ 3,249 CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED Issuances and Repayments The following table shows the issuances and repayments of debt during the year ended December 31, 2020 (in millions): Issuances and Long-Term Borrowings Principal Amount Issued 2028 Cheniere Senior Secured Notes (1) $ 2,000 Cheniere Term Loan Facility 2,323 Cheniere Revolving Credit Facility 455 Year Ended December 31, 2020 total $ 4,778 Repayments, Redemptions and Repurchases Amount Repaid/Redeemed/Repurchased 2021 Cheniere Convertible Unsecured Notes (1) $ (844) Cheniere Term Loan Facility (1) (2,175) Cheniere Revolving Credit Facility (455) Year Ended December 31, 2020 total $ (3,474) (1) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 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. NOTE 3—GUARANTEES Cheniere has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees and stand-by letters of credit. Cheniere enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. As of December 31, 2020, outstanding guarantees and other assurances aggregated approximately $542 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2020. NOTE 4—LEASES Our leased assets consist primarily of office space and facilities, which are classified as operating leases. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Balance Sheets (in millions): December 31, Condensed Balance Sheet Location 2020 2019 Right-of-use assets—Operating Operating lease assets, net $ 22 $ 24 Total right-of-use assets $ 22 $ 24 Current operating lease liabilities Current operating lease liabilities $ 5 $ 5 Non-current operating lease liabilities Non-current operating lease liabilities 30 33 Total lease liabilities $ 35 $ 38 CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED The following table shows the classification and location of our lease cost on our Condensed Statements of Operations (in millions): Year Ended December 31, Condensed Statements of Operations Location 2020 2019 Operating lease cost (1) General and administrative expense $ 10 $ 9 (1) Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively. Future annual minimum lease payments for operating leases as of December 31, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) 2021 $ 7 2022 8 2023 8 2024 7 2025 6 Thereafter 7 Total lease payments 43 Less: Interest (8) Present value of lease liabilities $ 35 The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases: December 31, 2020 2019 Weighted-average remaining lease term (in years) 5.7 6.6 Weighted-average discount rate 6.6% 5.5% The following table includes other quantitative information for our operating leases (in millions): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7 $ 7 Right-of-use assets obtained in exchange for new operating lease liabilities 5 1 NOTE 5—SHARE REPURCHASE PROGRAM On June 3, 2019, we announced that our 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 years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Aggregate common stock repurchased 2,875,376 4,000,424 Weighted average price paid per share $ 53.88 $ 62.27 Total amount paid (in millions) $ 155 $ 249 As of December 31, 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 CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED 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. NOTE 6 —SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2020 2019 2018 Cash paid during the period for interest, net of amounts capitalized $ 45 $ 36 $ 32 Non-cash investing and financing activities: Non-cash capital distribution (1) 79 490 607 Additional interest in Cheniere Holdings acquired — — 702 (1) Amounts represent equity income of affiliates. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Balance at beginning of period Charged to costs and expenses Charged to other accounts Deductions Balance at end of period Year Ended December 31, 2020 Allowance for credit losses or doubtful accounts on receivables and contract assets $ — $ 7 $ — $ — $ 7 Deferred tax asset valuation allowance 196 (6) — — 190 Year Ended December 31, 2019 Allowance for credit losses or doubtful accounts on receivables and contract assets $ 30 $ 16 $ — $ (46) $ — Deferred tax asset valuation allowance 686 (490) — — 196 Year Ended December 31, 2018 Allowance for credit losses or doubtful accounts on receivables and contract assets $ 30 $ — $ — $ — $ 30 Deferred tax asset valuation allowance 806 (120) — — 686 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation Our Consolidated Financial Statements have been prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Partners and its wholly owned subsidiaries. For those consolidated subsidiaries in which our ownership is less than 100%, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on our Consolidated Statement of Operations. All intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting, with our share of earnings or losses reported in other income (expense) on our Consolidated Statement of Operations. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for our proportionate share of earnings, losses and distributions. Investments accounted for using the equity method of accounting are reported as a component of other noncurrent assets. We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, a VIE is an entity that |
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 plan to adopt this guidance on January 1, 2022 and 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. |
Use of Estimates, Policy | Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to fair value measurements, revenue recognition, property, plant and equipment, derivative instruments, leases, goodwill, asset retirement obligations (“AROs”), share-based compensation and income taxes including valuation allowances for deferred tax assets, as further discussed under the respective sections within this note. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Fair Value Measurements, Policy | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs that are directly or indirectly observable for the asset or liability, other than quoted prices included within Level 1. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for derivative instruments as disclosed in Note 7—Derivative Instruments . The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Non-financial assets and liabilities initially measured at fair value include intangible assets, goodwill and AROs. |
Revenue Recognition, Policy | Revenue Recognition We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function that are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted Cash, Policy | 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. |
Accounts and Notes Receivables, Policy | Accounts and Notes Receivable Accounts and notes receivable are reported net of any current expected credit losses. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Current expected credit losses consider the risk of loss based on past events, current conditions and reasonable and supportable forecasts. A counterparty’s ability to pay is assessed through a credit review process that considers payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness, contract terms, payment status, and other risks or available financial assurances. Adjustments to current expected credit losses are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. As of December 31, 2020 and 2019, we had current expected credit losses on our accounts and notes receivable of $5 million and zero, respectively. |
Inventory, Policy | Inventory LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued. |
Accounting for LNG Activities, Policy | Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with preliminary front-end engineering and design work, costs of securing necessary regulatory approvals and other preliminary investigation and development activities related to our LNG terminals. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land acquisition costs, detailed engineering design work and certain permits that are capitalized as other non-current assets. The |
Property, Plant and Equipment, Policy | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in impairment expense and loss (gain) on disposal of assets. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. We did not record any impairments related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018. |
Interest Capitalization, Policy | Interest Capitalization We capitalize interest costs during the construction period of our LNG terminals and related assets as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset. |
Regulated Natural Gas Pipelines, Policy | Regulated Natural Gas Pipelines The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. |
Derivative Instruments, Policy | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate, commodity price and foreign currency exchange (“FX”) rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for, and we elect, the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria. We did not have any derivative instruments designated as cash flow or fair value hedges during the years ended December 31, 2020, 2019 and 2018. See Note 7—Derivative Instruments for additional details about our derivative instruments. |
Leases, Policy | Leases We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , and subsequent amendments thereto (“ASC 842”) on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard resulted in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows. We determine if an arrangement is, or contains, a lease at inception of the arrangement. When we determine the arrangement is, or contains, a lease, we classify the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on our Consolidated Balance Sheets by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Operating and finance lease right-of-use assets and liabilities are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate in the lease if readily determinable. In the absence of a readily determinable implicitly interest rate, we discount our expected future lease payments using our relevant subsidiary’s incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a given subsidiary would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Options to renew a lease are included in the lease term and recognized as part of the right-of-use asset and lease liability, only to the extent they are reasonably certain to be exercised. We have elected practical expedients to (1) omit leases with an initial term of 12 months or less from recognition on our balance sheet and (2) to combine both the lease and non-lease components of an arrangement in calculating the right-of-use asset and lease liability for all classes of leased assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized as the sum of the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term. Operating leases are included in operating lease assets, net, current operating lease liabilities and non-current operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net, other current liabilities and non-current finance lease liabilities on our Consolidated Balance Sheets. See Note 12—Leases for additional details about our leases. |
Concentration of Credit Risk, Policy | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, derivative instruments and accounts receivable. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Certain of our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded within other current assets. Our interest rate and FX derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. SPL has entered into fixed price long-term SPAs generally with terms of 20 years with eight third parties, CCL has entered into fixed price long-term SPAs generally with terms of 20 years with nine third parties and our integrated marketing function has entered into a limited number of long-term SPAs with third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 2 1 —Customer Concentration for additional details about our customer concentration. SPLNG has entered into two long-term TUAs with third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of A. |
Goodwill, Policy | Goodwill Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired. Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value. We test goodwill for impairment by either performing a qualitative assessment or a quantitative test. The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment and instead perform a quantitative impairment test. Significant judgment is required in estimating the fair value of the reporting unit and performing quantitative goodwill impairment tests. We completed our annual assessment of goodwill impairment as of October 1st by performing a qualitative assessment; the tests indicated it is more likely than not that there was no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. |
Debt, Policy | Debt Our debt consists of current and long-term secured and unsecured debt securities, convertible debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. If debt issuance costs are incurred in connection with a line of credit |
Asset Retirement Obligations, Policy | Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. We have not recorded an ARO associated with the Sabine Pass LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is immaterial. We have not recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. |
Share-based Compensation, Policy | Share-based Compensation We have awarded share-based compensation in the form of stock, restricted stock, restricted stock units, performance stock units and phantom units that are more fully described in Note 16—Share-based Compensation . We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value and not subsequently remeasured unless modified. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation costs are remeasured at fair value through settlement or maturity. We account for forfeitures as they occur. |
Non-controlling Interests, Policy | Non-controlling Interests When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are generally recognized within equity. See Note 9—Non-controlling Interest and Variable Interest Entities for additional details about our non-controlling interest. |
Income Taxes, Policy | Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in our Consolidated Financial Statements. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. |
Net Income (Loss) Per Share, Policy | Net Income (Loss) Per Share 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. |
Business Segment, Policy | Business Segment We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of December 31, 2020 and 2019, restricted cash consisted of the following (in millions): December 31, 2020 2019 Current restricted cash SPL Project $ 97 $ 181 CCL Project 70 80 Cash held by our subsidiaries that is restricted to Cheniere 282 259 Total current restricted cash $ 449 $ 520 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of December 31, 2020 and 2019, accounts and other receivables, net consisted of the following (in millions): December 31, 2020 2019 Trade receivables SPL and CCL $ 482 $ 328 Cheniere Marketing 113 113 Other accounts receivable 52 50 Total accounts and other receivables, net $ 647 $ 491 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2020 and 2019, inventory consisted of the following (in millions): December 31, 2020 2019 Natural gas $ 26 $ 16 LNG 27 67 LNG in-transit 88 93 Materials and other 151 136 Total inventory $ 292 $ 312 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of December 31, 2020 and 2019, property, plant and equipment, net consisted of the following (in millions): December 31, 2020 2019 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 27,475 $ 27,305 LNG site and related costs 324 322 LNG terminal construction-in-process 5,378 3,903 Accumulated depreciation (2,935) (2,049) Total LNG terminal costs, net 30,242 29,481 Fixed assets and other Computer and office equipment 25 23 Furniture and fixtures 19 22 Computer software 117 110 Leasehold improvements 45 42 Land 59 59 Other 25 21 Accumulated depreciation (164) (141) Total fixed assets and other, net 126 136 Assets under finance lease Tug vessels 60 60 Accumulated depreciation (7) (4) Total assets under finance lease, net 53 56 Property, plant and equipment, net $ 30,421 $ 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 years ended December 31, 2020 and 2019 (in millions): Year Ended December 31, 2020 2019 2018 Depreciation expense $ 926 $ 788 $ 445 Offsets to LNG terminal costs (1) 19 301 140 |
Property Plant and Equipment Estimated Useful Lives Table | The identifiable components of our LNG terminals have depreciable lives between 7 and 50 years, as follows: Components Useful life (yrs) LNG storage tanks 50 Natural gas pipeline facilities 40 Marine berth, electrical, facility and roads 35 Water pipelines 30 Regasification processing equipment 30 Sendout pumps 20 Liquefaction processing equipment 7-50 Other 10-30 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 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 December 31, 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 $ — $ (140) $ — $ (140) $ — $ (81) $ — $ (81) CCH Interest Rate Forward Start Derivatives liability — — — — — (8) — (8) Liquefaction Supply Derivatives asset (liability) 5 (6) 241 240 5 6 138 149 LNG Trading Derivatives asset (liability) (3) (131) — (134) — 165 — 165 FX Derivatives asset (liability) — (22) — (22) — 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 December 31, 2020: Net Fair Value Asset Valuation Approach Significant Unobservable Input Range of Significant Unobservable Inputs / Weighted Average (1) Physical Liquefaction Supply Derivatives $241 Market approach incorporating present value techniques Henry Hub basis spread $(0.532) - $0.092 / $(0.030) Option pricing model International LNG pricing spread, relative to Henry Hub (2) 117% - 480% / 155% (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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ 138 $ (29) $ 43 Realized and mark-to-market gains (losses): Included in cost of sales 156 (77) (13) Purchases and settlements: Purchases 5 199 (31) Settlements (65) 44 (29) Transfers into Level 3, net (1) 7 1 1 Balance, end of period $ 241 $ 138 $ (29) Change in unrealized gain (loss) relating to instruments still held at end of period $ 156 $ (77) $ (13) (1) Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements. |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our derivative instruments on our Consolidated Balance Sheets (in millions): December 31, 2020 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) FX Derivatives Total Consolidated Balance Sheets Location Derivative assets $ — $ — $ 27 $ — $ 5 $ 32 Non-current derivative assets — — 376 — — 376 Total derivative assets — — 403 — 5 408 Derivative liabilities (100) — (54) (134) (25) (313) Non-current derivative liabilities (40) — (109) — (2) (151) Total derivative liabilities (140) — (163) (134) (27) (464) Derivative asset (liability), net $ (140) $ — $ 240 $ (134) $ (22) $ (56) December 31, 2019 CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) FX Derivatives Total Consolidated Balance Sheets Location Derivative assets $ — $ — $ 93 $ 225 $ 5 $ 323 Non-current derivative assets — — 174 — — 174 Total derivative assets — — 267 225 5 497 Derivative liabilities (32) (8) (16) (60) (1) (117) Non-current derivative liabilities (49) — (102) — — (151) Total derivative liabilities (81) (8) (118) (60) (1) (268) Derivative asset (liability), net $ (81) $ (8) $ 149 $ 165 $ 4 $ 229 (1) Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions . (2) Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. |
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): CCH Interest Rate Derivatives CCH Interest Rate Forward Start Derivatives Liquefaction Supply Derivatives LNG Trading Derivatives FX Derivatives As of December 31, 2020 Gross assets $ — $ — $ 452 $ — $ 6 Offsetting amounts — — (49) — (1) Net assets $ — $ — $ 403 $ — $ 5 Gross liabilities $ (140) $ — $ (184) $ (163) $ (62) Offsetting amounts — — 21 29 35 Net liabilities $ (140) $ — $ (163) $ (134) $ (27) As of December 31, 2019 Gross assets $ — $ — $ 281 $ 229 $ 9 Offsetting amounts — — (14) (4) (4) Net assets $ — $ — $ 267 $ 225 $ 5 Gross liabilities $ (81) $ (8) $ (126) $ (60) $ (6) Offsetting amounts — — 8 — 5 Net liabilities $ (81) $ (8) $ (118) $ (60) $ (1) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 2020, we had the following Interest Rate Derivatives outstanding: Notional Amounts December 31, 2020 December 31, 2019 Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received CCH Interest Rate Derivatives $4.6 billion $4.5 billion May 31, 2022 2.30% One-month LIBOR |
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 gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 CCH Interest Rate Derivatives gain (loss) $ (138) $ (101) $ 43 CCH Interest Rate Forward Start Derivatives loss (95) (33) — CQP Interest Rate Derivatives gain — — 14 |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table shows the notional amounts of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”): December 31, 2020 December 31, 2019 Liquefaction Supply Derivatives LNG Trading Derivatives Liquefaction Supply Derivatives LNG Trading Derivatives Notional amount, net (in TBtu) (1) 10,483 20 9,177 4 (1) Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—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 years ended December 31, 2020, 2019 and 2018 (in millions): Consolidated Statements of Operations Location (1) Year Ended December 31, 2020 2019 2018 LNG Trading Derivatives gain (loss) LNG revenues $ (26) $ 402 $ (25) LNG Trading Derivatives loss Cost of sales (42) (89) — Liquefaction Supply Derivatives gain (loss) (2) LNG revenues (1) 2 (1) Liquefaction Supply Derivatives gain (loss) (2) Cost of sales 94 194 (100) (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] | |
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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, Consolidated Statements of Operations Location 2020 2019 2018 FX Derivatives gain (loss) LNG revenues $ (3) $ 25 $ 18 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of December 31, 2020 and 2019, other non-current assets, net consisted of the following (in millions): December 31, 2020 2019 Advances made to municipalities for water system enhancements $ 84 $ 87 Advances and other asset conveyances to third parties to support LNG terminals 60 55 Advances made under EPC and non-EPC contracts 9 29 Equity method investments 81 108 Debt issuance costs and debt discount, net 42 45 Tax-related payments and receivables 20 20 Contract assets, net 80 18 Other 30 26 Total other non-current assets, net $ 406 $ 388 |
Non-Controlling Interest and _2
Non-Controlling Interest and Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 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. December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 1,210 $ 1,781 Restricted cash 97 181 Accounts and other receivables, net 318 297 Other current assets 182 184 Total current assets 1,807 2,443 Property, plant and equipment, net 16,723 16,368 Other non-current assets, net 287 309 Total assets $ 18,817 $ 19,120 LIABILITIES Current liabilities Accrued liabilities $ 658 $ 709 Other current liabilities 171 210 Total current liabilities 829 919 Long-term debt, net 17,580 17,579 Other non-current liabilities 126 104 Total liabilities $ 18,535 $ 18,602 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2020 and 2019, accrued liabilities consisted of the following (in millions): December 31, 2020 2019 Interest costs and related debt fees $ 245 $ 293 Accrued natural gas purchases 576 460 LNG terminals and related pipeline costs 147 327 Compensation and benefits 123 115 Accrued LNG inventory 4 6 Other accrued liabilities 80 80 Total accrued liabilities $ 1,175 $ 1,281 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of December 31, 2020 and 2019, our debt consisted of the following (in millions): December 31, 2020 2019 Long-term debt: SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”) $ 13,650 $ 13,650 Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”) 4,100 4,100 CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility 10,217 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”) 3,145 1,903 Unamortized premium, discount and debt issuance costs, net (641) (692) Total long-term debt, net 30,471 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 271 — Cheniere Marketing — trade finance facilities — — Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 104 — Unamortized premium, discount and debt issuance costs, net (3) — Total current debt 372 — Total debt, net $ 30,843 $ 30,774 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions): Years Ending December 31, Principal Payments 2021 $ 747 2022 1,089 2023 1,749 2024 5,556 2025 5,023 Thereafter 17,323 Total $ 31,487 |
Schedule of Debt Issuances and Repayments | The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions): Issuances and Long-Term Borrowings Principal Amount Issued SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1) $ 2,000 CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2) 769 Cheniere — 2028 Cheniere Senior Secured Notes (3) 2,000 Cheniere — Cheniere Term Loan Facility 2,323 Cheniere — Cheniere Revolving Credit Facility 455 Year Ended December 31, 2020 total $ 7,547 Repayments, Redemptions and Repurchases Amount Repaid/Redeemed/Repurchased SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1) $ (2,000) CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3) (1,578) CCH — CCH Credit Facility (2) (656) Cheniere — 2021 Cheniere Convertible Unsecured Notes (3) (844) Cheniere — Cheniere Term Loan Facility (3) (2,175) Cheniere — Cheniere Revolving Credit Facility (455) Year Ended December 31, 2020 total $ (7,708) (1) Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 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 year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs. (3) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into 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 outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, 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, including paid-in-kind interest, 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 and Delayed Draw Term Loan | Below is a summary of our credit facilities and delayed draw term loan outstanding as of December 31, 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 — — 2,627 140 — 148 Commitments prepaid or terminated — 750 7,343 — — 2,175 Letters of credit issued 413 — — 293 124 — Available commitment $ 787 $ 750 $ — $ 767 $ 1,126 $ 372 Priority ranking Senior secured Senior secured Senior secured Senior secured Senior secured Senior secured 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% 1.40% n/a 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 year ended December 31, 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 December 31, 2020 (in millions): 2021 Cheniere Convertible Unsecured Notes (1) 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 625 Add: interest paid-in-kind 320 — Less: aggregate principal redeemed (844) — Aggregate remaining principal $ 476 $ 625 Debt component, net of discount and debt issuance costs $ 470 $ 317 Equity component $ 201 $ 194 Interest payment method Paid-in-kind Cash Conversion by us (2) — (3) Conversion by holders (2) (4) (5) 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 (6) 8.1 % 9.4 % Remaining debt discount and debt issuance costs amortization period (7) 0.4 years 24.2 years (1) $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. (2) Conversion is subject to various limitations and conditions. (3) Redeemable at any time 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. (4) 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. (5) 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). (6) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (7) 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): Year Ended December 31, 2020 2019 2018 Interest cost on convertible notes: Interest per contractual rate $ 152 $ 256 $ 237 Amortization of debt discount 45 40 35 Amortization of debt issuance costs 8 12 9 Total interest cost related to convertible notes 205 308 281 Interest cost on debt and finance leases excluding convertible notes 1,568 1,538 1,397 Total interest cost 1,773 1,846 1,678 Capitalized interest (248) (414) (803) Total interest expense, net of capitalized interest $ 1,525 $ 1,432 $ 875 |
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): December 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated Senior notes — Level 2 (1) $ 24,700 $ 27,897 $ 22,700 $ 24,650 Senior notes — Level 3 (2) 2,771 3,423 2,002 2,259 Credit facilities (3) 2,915 2,915 3,283 3,283 2021 Cheniere Convertible Unsecured Notes (2) 476 480 1,278 1,312 2025 CCH HoldCo II Convertible Senior Notes (2) — — 1,578 1,807 2045 Cheniere Convertible Senior Notes (4) 625 496 625 498 (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) | 12 Months Ended |
Dec. 31, 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): December 31, Consolidated Balance Sheets Location 2020 2019 Right-of-use assets—Operating Operating lease assets, net $ 759 $ 439 Right-of-use assets—Financing Property, plant and equipment, net 53 56 Total right-of-use assets $ 812 $ 495 Current operating lease liabilities Current operating lease liabilities $ 161 $ 236 Current finance lease liabilities Other current liabilities 2 1 Non-current operating lease liabilities Non-current operating lease liabilities 597 189 Non-current finance lease liabilities Non-current finance lease liabilities 57 58 Total lease liabilities $ 817 $ 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 Year Ended December 31, 2020 2019 Operating lease cost (a) Operating costs and expenses (1) $ 432 $ 612 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 2 3 Interest on lease liabilities Interest expense, net of capitalized interest 7 10 Total lease cost $ 441 $ 625 (a) Included in operating lease cost: Short-term lease costs $ 93 $ 230 Variable lease costs paid to the lessor 16 7 |
Schedule of Maturity of Lease Liabilities | Future annual minimum lease payments for operating and finance leases as of December 31, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) Finance Leases 2021 $ 197 $ 10 2022 156 10 2023 121 10 2024 119 10 2025 96 10 Thereafter 252 127 Total lease payments 941 177 Less: Interest (183) (118) Present value of lease liabilities $ 758 $ 59 (1) Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 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: December 31, 2020 December 31, 2019 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.2 17.7 8.4 18.7 Weighted-average discount rate (1) 5.4% 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): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 309 $ 389 Operating cash flows from finance leases 10 9 Right-of-use assets obtained in exchange for new operating lease liabilities 615 235 |
Schedule of Sublease Income | The following table shows the sublease income recognized in other revenues on our Consolidated Statements of Operations (in millions): Year Ended December 31, 2020 2019 Fixed Income $ 68 $ 122 Variable Income 27 22 Total sublease income $ 95 $ 144 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020, 2019 and 2018 (in millions): Year Ended December 31, 2020 2019 2018 LNG revenues (1) $ 8,954 $ 8,817 $ 7,581 Regasification revenues 269 266 261 Other revenues 70 74 54 Total revenues from customers 9,293 9,157 7,896 Net derivative gain (loss) (2) (30) 429 (9) Other (3) 95 144 100 Total revenues $ 9,358 $ 9,730 $ 7,987 (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. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, 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 7 —Derivative Instruments for additional information about our derivatives. (3) Includes revenues from LNG vessel subcharters. See Note 1 2 —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): December 31, 2020 2019 Contract assets, net $ 80 $ 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): Year Ended December 31, 2020 Deferred revenues, beginning of period $ 161 Cash received but not yet recognized 138 Revenue recognized from prior period deferral (161) Deferred revenues, end of period $ 138 |
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 December 31, 2020 and 2019: December 31, 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 $ 102.3 10 $ 106.4 11 Regasification revenues 2.1 5 2.4 5 Total revenues $ 104.4 $ 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) | 12 Months Ended |
Dec. 31, 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): December 31, 2020 2019 Derivative assets $ 3 $ 3 Non-current derivative assets 1 2 Notional amount, net (in TBtu) 60 120 We recorded the following amounts on our Consolidated Statements of Operations during the years ended December 31, 2020, 2019 and 2018 related to this agreement (in millions): Year Ended December 31, 2020 2019 2018 Cost of sales (a) $ 114 $ 85 $ — (a) Included in costs of sales: Liquefaction Supply Derivative loss $ (1) $ (1) $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The jurisdictional components of income before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 are as follows (in millions): Year Ended December 31, 2020 2019 2018 U.S. $ 720 $ 289 $ 997 International (176) 426 230 Total income before income taxes and non-controlling interest $ 544 $ 715 $ 1,227 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax provision (benefit) included in our reported net income consisted of the following (in millions): Year Ended December 31, 2020 2019 2018 Current: Federal $ — $ — $ — State — — 2 Foreign — 4 30 Total current — 4 32 Deferred: Federal 41 (475) — State 2 (46) — Foreign — — (5) Total deferred 43 (521) (5) Total income tax provision (benefit) $ 43 $ (517) $ 27 |
Schedule of Effective Income Tax Rate Reconciliation | Our income tax rates do not bear a customary relationship to statutory income tax rates. A reconciliation of the federal statutory income tax rate of 21% to our effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % Non-controlling interest (22.6) % (17.2) % (11.4) % State tax rate — % (5.4) % (0.4) % Executive compensation 1.4 % 1.3 % 0.5 % Nondeductible interest expense 8.0 % 5.0 % 2.6 % Foreign earnings taxed in the U.S. 1.2 % 6.7 % 1.4 % Foreign rate differential (3.7) % (11.4) % (1.1) % Tax credits (4.5) % (5.2) % (0.6) % Internal restructuring 7.0 % — % — % Other 1.0 % 1.4 % — % Valuation allowance (0.9) % (68.5) % (9.8) % Effective tax rate 7.9 % (72.3) % 2.2 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions): December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards and credits Federal $ 3,084 $ 2,860 Foreign 3 5 State 257 249 Federal and state tax credits 95 64 Disallowed business interest expense carryforward — 154 Other 290 143 Less: valuation allowance (190) (196) Total deferred tax assets 3,539 3,279 Deferred tax liabilities Investment in partnerships (765) (554) Property, plant and equipment (2,089) (2,110) Other (196) (86) Total deferred tax liabilities (3,050) (2,750) Net deferred tax assets $ 489 $ 529 |
Summary of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2020 and 2019, is as follows (in millions): Year Ended December 31, 2020 2019 Balance at beginning of the year $ 61 $ 61 Additions based on tax positions related to current year 1 — Additions for tax positions of prior years — — Reductions for tax positions of prior years — — Settlements — — U.S. tax reform rate change — — Balance at end of the year $ 62 $ 61 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation consisted of the following (in millions): Year Ended December 31, 2020 2019 2018 Share-based compensation costs, pre-tax: Equity awards $ 114 $ 131 $ 89 Liability awards 2 9 48 Total share-based compensation 116 140 137 Capitalized share-based compensation (6) (9) (24) Total share-based compensation expense $ 110 $ 131 $ 113 Tax benefit associated with share-based compensation expense $ 23 $ 14 $ 6 |
Share-based Payment Arrangement, Nonvested Award, Cost | The total unrecognized compensation cost at December 31, 2020 relating to non-vested share-based compensation arrangements consisted of the following: Unrecognized Compensation Cost Recognized over a weighted average period Restricted Stock Share Awards $ 1 0.3 Restricted Stock Unit and Performance Stock Unit Awards $ 111 1.3 Phantom Units Awards $ — 0.2 |
Nonvested Restricted Stock Shares Activity | The table below provides a summary of our restricted stock outstanding (in millions, except for per share information): Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2020 0.0 $ 67.79 Granted 0.1 41.78 Vested 0.0 — Forfeited 0.0 — Non-vested at December 31, 2020 0.1 $ 41.78 |
Schedule of Nonvested Share Activity | The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information): Units Weighted Average Grant Date Fair Value Per Unit Non-vested at January 1, 2020 4.4 $ 61.68 Granted (1) 1.8 53.88 Vested (2.3) 58.49 Forfeited (0.2) 58.83 Non-vested at December 31, 2020 (2) 3.7 $ 60.00 (1) This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards. (2) This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. |
Share-based Compensation, Restricted Stock Units And Performance Shares Award Issued And Vested | The table below provides a summary of restricted share unit and performance stock unit awards issued and fair value of units vested: Year Ended December 31, 2020 2019 2018 Units issued (in millions) 1.8 1.9 2.6 Weighted average grant date fair value per unit $ 53.88 $ 67.47 $ 59.50 Fair value of units vested (in millions) $ 137 $ 45 $ 22 |
Nonvested Phantom Units Activity | The table below provides a summary of our phantom units outstanding (in millions): Units Non-vested at January 1, 2020 0.1 Granted — Vested (0.1) Forfeited 0.0 Non-vested at December 31, 2020 0.0 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020, 2019 and 2018 (in millions, except per share data): Year Ended December 31, 2020 2019 2018 Weighted average common shares outstanding: Basic 252.4 256.2 245.6 Dilutive unvested stock — 1.9 2.4 Diluted 252.4 258.1 248.0 Basic net income (loss) per share attributable to common stockholders $ (0.34) $ 2.53 $ 1.92 Diluted net income (loss) per share attributable to common stockholders $ (0.34) $ 2.51 $ 1.90 |
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): Year Ended December 31, 2020 2019 2018 Unvested stock (1) 3.4 2.3 0.8 Convertible notes 2021 Cheniere Convertible Unsecured Notes (2) — 13.7 13.0 2025 CCH HoldCo II Convertible Senior Notes (3) — 25.5 — 2045 Cheniere Convertible Senior Notes 4.5 4.5 4.5 Total potentially dilutive common shares 7.9 46.0 18.3 (1) Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, 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 year ended December 31, 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 year ended December 31, 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 1 1 —Debt |
Share Repurchase Program (Table
Share Repurchase Program (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Aggregate common stock repurchased 2,875,376 4,000,424 Weighted average price paid per share $ 53.88 $ 62.27 Total amount paid (in millions) $ 155 $ 249 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SPL, CCL, and CCL Stage III [Member] | Natural Gas Supply, Transportation And Storage Service Agreements [Member] | |
Long-term Purchase Commitment [Line Items] | |
Contractual Obligation, Fiscal Year Maturity Schedule | As of December 31, 2020, the obligations of SPL, CCL and CCL Stage III under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions): Years Ending December 31, Payments Due (1) 2021 $ 4,477 2022 2,567 2023 1,861 2024 1,367 2025 1,140 Thereafter 4,005 Total $ 15,417 (1) Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread . Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services. |
Customer Concentration (Tables)
Customer Concentration (Tables) | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, December 31, 2020 2019 2018 2020 2019 Customer A 14% 16% 18% 14% 13% Customer B 12% 10% 14% 12% * Customer C 10% 11% 19% * 13% Customer D 10% 11% 13% * * * Less than 10% |
Schedule of Revenue from External Customers by Country | The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States. Revenues from External Customers Year Ended December 31, 2020 2019 2018 Ireland $ 1,130 $ 989 $ 1,098 Spain 1,034 598 — India 1,021 1,160 1,048 South Korea 942 1,207 1,517 United States 687 2,807 1,911 United Kingdom 678 559 155 Singapore 646 533 417 Other countries 3,220 1,877 1,841 Total $ 9,358 $ 9,730 $ 7,987 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2020 2019 2018 Cash paid during the period for interest on debt, net of amounts capitalized $ 1,395 $ 1,126 $ 707 Cash paid for income taxes 2 24 14 Non-cash investing and financing activities: Acquisition of non-controlling interest in Cheniere Holdings — — 702 Acquisition of assets under capital lease (1) — — 60 (1) See Note 12— Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842. |
Summarized Quarterly Financia_2
Summarized Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized Quarterly Financial Data—(in millions, except per share amounts) First Second Third Fourth Year Ended December 31, 2020: Revenues $ 2,709 $ 2,402 $ 1,460 $ 2,787 Income from operations 1,346 937 72 276 Net income (loss) 603 404 (508) 2 Net income (loss) attributable to common stockholders 375 197 (463) (194) Net income (loss) per share attributable to common stockholders—basic (1) 1.48 0.78 (1.84) (0.77) Net income (loss) per share attributable to common stockholders—diluted (1) 1.43 0.78 (1.84) (0.77) Year Ended December 31, 2019: Revenues $ 2,261 $ 2,292 $ 2,170 $ 3,007 Income from operations 606 432 307 1,016 Net income (loss) 337 2 (260) 1,153 Net income (loss) attributable to common stockholders 141 (114) (318) 939 Net income (loss) per share attributable to common stockholders—basic (1) 0.55 (0.44) (1.25) 3.70 Net income (loss) per share attributable to common stockholders—diluted (1) 0.54 (0.44) (1.25) 3.34 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule of Debt | As of December 31, 2020 and 2019, our debt consisted of the following (in millions): December 31, 2020 2019 Long-term debt: SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”) $ 13,650 $ 13,650 Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”) 4,100 4,100 CCH — 3.52% to 7.000% senior secured notes due between 2024 and 2039 and CCH Credit Facility 10,217 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”) 3,145 1,903 Unamortized premium, discount and debt issuance costs, net (641) (692) Total long-term debt, net 30,471 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 271 — Cheniere Marketing — trade finance facilities — — Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 104 — Unamortized premium, discount and debt issuance costs, net (3) — Total current debt 372 — Total debt, net $ 30,843 $ 30,774 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions): Years Ending December 31, Principal Payments 2021 $ 747 2022 1,089 2023 1,749 2024 5,556 2025 5,023 Thereafter 17,323 Total $ 31,487 |
Schedule of Debt Issuances and Repayments | The following table shows the issuances and repayments of long-term debt during the year ended December 31, 2020 (in millions): Issuances and Long-Term Borrowings Principal Amount Issued SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1) $ 2,000 CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2) 769 Cheniere — 2028 Cheniere Senior Secured Notes (3) 2,000 Cheniere — Cheniere Term Loan Facility 2,323 Cheniere — Cheniere Revolving Credit Facility 455 Year Ended December 31, 2020 total $ 7,547 Repayments, Redemptions and Repurchases Amount Repaid/Redeemed/Repurchased SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1) $ (2,000) CCH HoldCo II — 2025 CCH HoldCo II Convertible Senior Notes (3) (1,578) CCH — CCH Credit Facility (2) (656) Cheniere — 2021 Cheniere Convertible Unsecured Notes (3) (844) Cheniere — Cheniere Term Loan Facility (3) (2,175) Cheniere — Cheniere Revolving Credit Facility (455) Year Ended December 31, 2020 total $ (7,708) (1) Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 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 year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs. (3) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into 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 outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, 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, including paid-in-kind interest, 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 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): December 31, Consolidated Balance Sheets Location 2020 2019 Right-of-use assets—Operating Operating lease assets, net $ 759 $ 439 Right-of-use assets—Financing Property, plant and equipment, net 53 56 Total right-of-use assets $ 812 $ 495 Current operating lease liabilities Current operating lease liabilities $ 161 $ 236 Current finance lease liabilities Other current liabilities 2 1 Non-current operating lease liabilities Non-current operating lease liabilities 597 189 Non-current finance lease liabilities Non-current finance lease liabilities 57 58 Total lease liabilities $ 817 $ 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 Year Ended December 31, 2020 2019 Operating lease cost (a) Operating costs and expenses (1) $ 432 $ 612 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 2 3 Interest on lease liabilities Interest expense, net of capitalized interest 7 10 Total lease cost $ 441 $ 625 (a) Included in operating lease cost: Short-term lease costs $ 93 $ 230 Variable lease costs paid to the lessor 16 7 |
Schedule of Maturity of Lease Liabilities | Future annual minimum lease payments for operating and finance leases as of December 31, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) Finance Leases 2021 $ 197 $ 10 2022 156 10 2023 121 10 2024 119 10 2025 96 10 Thereafter 252 127 Total lease payments 941 177 Less: Interest (183) (118) Present value of lease liabilities $ 758 $ 59 (1) Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 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: December 31, 2020 December 31, 2019 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.2 17.7 8.4 18.7 Weighted-average discount rate (1) 5.4% 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): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 309 $ 389 Operating cash flows from finance leases 10 9 Right-of-use assets obtained in exchange for new operating lease liabilities 615 235 |
Schedule of Share Repurchases Under the Share Repurchase Program | The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Aggregate common stock repurchased 2,875,376 4,000,424 Weighted average price paid per share $ 53.88 $ 62.27 Total amount paid (in millions) $ 155 $ 249 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2020 2019 2018 Cash paid during the period for interest on debt, net of amounts capitalized $ 1,395 $ 1,126 $ 707 Cash paid for income taxes 2 24 14 Non-cash investing and financing activities: Acquisition of non-controlling interest in Cheniere Holdings — — 702 Acquisition of assets under capital lease (1) — — 60 (1) See Note 12— Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842. |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Statements of Operations | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in millions) Year Ended December 31, 2020 2019 2018 General and administrative expense $ 20 $ 17 $ 8 Other income (expense) Interest expense, net of capitalized interest (155) (141) (128) Interest income — 1 — Loss on modification or extinguishment of debt (50) — — Equity in income of subsidiaries 77 490 607 Total other income (expense) (128) 350 479 Income (loss) before income taxes (148) 333 471 Income tax benefit 63 315 — Net income (loss) attributable to common stockholders $ (85) $ 648 $ 471 |
Condensed Balance Sheet | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in millions) December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ — $ 55 Restricted cash 1 — Other current assets 1 1 Total current assets 2 56 Property, plant and equipment, net 30 17 Operating lease assets, net 22 24 Debt issuance and deferred financing costs, net 15 16 Investments in subsidiaries 2,324 1,139 Deferred tax assets, net 381 315 Total assets $ 2,774 $ 1,567 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Current operating lease liabilities $ 5 $ 5 Current debt 103 — Other current liabilities 37 9 Total current liabilities 145 14 Long-term debt, net 2,790 1,534 Non-current operating lease liabilities 30 33 Stockholders’ deficit (191) (14) Total liabilities and stockholders’ deficit $ 2,774 $ 1,567 |
Condensed Statements of Cash Flows | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2020 2019 2018 Net cash provided by operating activities $ (285) $ 74 $ 48 Cash flows from investing activities Property, plant and equipment, net (13) (2) — Distribution from (investment in) subsidiaries (481) 842 568 Net cash provided by investing activities (494) 840 568 Cash flows from financing activities Proceeds from issuance of debt 4,778 — — Repayments of debt (3,143) — — Debt issuance and deferred financing costs (57) — (13) Debt modification or extinguishment costs (29) — — Distribution and dividends to non-controlling interest (626) (591) (576) Payments related to tax withholdings for share-based compensation (43) (19) (20) Repurchase of common stock (155) (249) — Other — — (7) Net cash used in financing activities 725 (859) (616) Net increase in cash, cash equivalents and restricted cash (54) 55 — Cash, cash equivalents and restricted cash—beginning of period 55 — — Cash, cash equivalents and restricted cash—end of period $ 1 $ 55 $ — Balances per Condensed Balance Sheets: December 31, 2020 2019 Cash and cash equivalents $ — $ 55 Restricted cash 1 — Total cash, cash equivalents and restricted cash $ 1 $ 55 |
Schedule of Debt | As of December 31, 2020 and 2019, our debt consisted of the following (in millions): December 31, 2020 2019 Long-term debt: 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”) $ 3,145 $ 1,903 Unamortized premium, discount and debt issuance costs, net (355) (369) Total long-term debt, net 2,790 1,534 Current debt: Current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 104 $ — Unamortized premium, discount and debt issuance costs, net (1) $ — Total current debt 103 — Total debt, net $ 2,893 $ 1,534 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2020 (in millions): Years Ending December 31, Principal Payments 2021 $ 476 2022 — 2023 148 2024 — 2025 — Thereafter 2,625 Total $ 3,249 |
Schedule of Debt Issuances and Repayments | The following table shows the issuances and repayments of debt during the year ended December 31, 2020 (in millions): Issuances and Long-Term Borrowings Principal Amount Issued 2028 Cheniere Senior Secured Notes (1) $ 2,000 Cheniere Term Loan Facility 2,323 Cheniere Revolving Credit Facility 455 Year Ended December 31, 2020 total $ 4,778 Repayments, Redemptions and Repurchases Amount Repaid/Redeemed/Repurchased 2021 Cheniere Convertible Unsecured Notes (1) $ (844) Cheniere Term Loan Facility (1) (2,175) Cheniere Revolving Credit Facility (455) Year Ended December 31, 2020 total $ (3,474) (1) Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 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 Leases, Balance Sheet Location | The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Balance Sheets (in millions): December 31, Condensed Balance Sheet Location 2020 2019 Right-of-use assets—Operating Operating lease assets, net $ 22 $ 24 Total right-of-use assets $ 22 $ 24 Current operating lease liabilities Current operating lease liabilities $ 5 $ 5 Non-current operating lease liabilities Non-current operating lease liabilities 30 33 Total lease liabilities $ 35 $ 38 |
Schedule of Lease Cost, Income Statement Location | The following table shows the classification and location of our lease cost on our Condensed Statements of Operations (in millions): Year Ended December 31, Condensed Statements of Operations Location 2020 2019 Operating lease cost (1) General and administrative expense $ 10 $ 9 |
Schedule of Maturity of Lease Liabilities | Future annual minimum lease payments for operating leases as of December 31, 2020 are as follows (in millions): Years Ending December 31, Operating Leases (1) 2021 $ 7 2022 8 2023 8 2024 7 2025 6 Thereafter 7 Total lease payments 43 Less: Interest (8) Present value of lease liabilities $ 35 |
Lease, Other Quantitative Information | The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases: December 31, 2020 2019 Weighted-average remaining lease term (in years) 5.7 6.6 Weighted-average discount rate 6.6% 5.5% The following table includes other quantitative information for our operating leases (in millions): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7 $ 7 Right-of-use assets obtained in exchange for new operating lease liabilities 5 1 |
Schedule of Share Repurchases Under the Share Repurchase Program | The following table presents information with respect to repurchases of common stock during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Aggregate common stock repurchased 2,875,376 4,000,424 Weighted average price paid per share $ 53.88 $ 62.27 Total amount paid (in millions) $ 155 $ 249 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2020 2019 2018 Cash paid during the period for interest, net of amounts capitalized $ 45 $ 36 $ 32 Non-cash investing and financing activities: Non-cash capital distribution (1) 79 490 607 Additional interest in Cheniere Holdings acquired — — 702 (1) Amounts represent equity income of affiliates. |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2020mimilliontonnes / yrunititemtrains | |
Organization and Nature of Operations | |
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 |
Sabine Pass LNG Terminal [Member] | |
Organization and Nature of Operations | |
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] | |
Organization and Nature of Operations | |
Length of Natural Gas Pipeline | mi | 94 |
Corpus Christi LNG Terminal [Member] | |
Organization and Nature of Operations | |
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] | |
Organization and Nature of Operations | |
Length of Natural Gas Pipeline | mi | 23 |
Corpus Christi LNG Terminal Expansion [Member] | |
Organization and Nature of Operations | |
Total Production Capability | milliontonnes / yr | 10 |
Corpus Christi LNG Terminal Expansion [Member] | Maximum [Member] | |
Organization and Nature of Operations | |
Number of Liquefaction LNG Trains | trains | 7 |
Cheniere Partners [Member] | |
Organization and Nature of Operations | |
General Partner ownership percentage | 100.00% |
Limited Partner ownership percentage | 48.60% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020USD ($)customerunit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 5 | $ 0 | |||
Impairment expense related to property, plant and equipment | 0 | 0 | $ 0 | ||
Derivative instruments designated as cash flow hedges | 0 | 0 | $ 0 | ||
Right-of-use assets—Operating | 759 | $ 439 | |||
Operating Lease, Liability | [1] | 758 | |||
Goodwill Impairment | $ 0 | ||||
Number of reportable segments | unit | 1 | ||||
Sabine Pass LNG Terminal [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Asset Retirement Obligation | $ 0 | ||||
Creole Trail Pipeline [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Asset Retirement Obligation | 0 | ||||
Corpus Christi Pipeline [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Asset Retirement Obligation | $ 0 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Right-of-use assets—Operating | $ 550 | ||||
Operating Lease, Liability | $ 550 | ||||
Maximum [Member] | Sabine Pass LNG Terminal [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Property lease term | 90 years | ||||
SPL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
SPA, Term of Agreement | 20 years | ||||
Concentration Risk, Number of Significant Customers | customer | 8 | ||||
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
SPA, Term of Agreement | 20 years | ||||
Concentration Risk, Number of Significant Customers | customer | 9 | ||||
SPLNG [Member] | Customer Concentration Risk [Member] | TUA Customers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Significant Customers | unit | 2 | ||||
[1] | Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 449 | [1] | $ 520 |
SPL Project [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 97 | 181 | |
CCL Project [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 70 | 80 | |
Cash held by our subsidiaries restricted to Cheniere [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 282 | $ 259 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 52 | $ 50 |
Total accounts and other receivables, net | 647 | 491 |
SPL and CCL | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | 482 | 328 |
Cheniere Marketing | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | $ 113 | $ 113 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Inventory | $ 292 | $ 312 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 26 | 16 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 27 | 67 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 88 | 93 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 151 | $ 136 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 30,421 | $ 29,673 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (2,935) | (2,049) |
Property, plant and equipment, net | 30,242 | 29,481 |
LNG terminal and interconnecting pipeline facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,475 | 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 | 5,378 | 3,903 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (164) | (141) |
Property, plant and equipment, net | 126 | 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 | 117 | 110 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45 | 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 | 25 | 21 |
Tug vessels under finance lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 60 | 60 |
Accumulated depreciation | (7) | (4) |
Property, plant and equipment, net | $ 53 | $ 56 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Depreciation and Offsets to LNG Terminal Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 926 | $ 788 | $ 445 | |
Offsets to LNG terminal costs | [1] | $ 19 | $ 301 | $ 140 |
[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. |
Property, Plant and Equipment_3
Property, Plant and Equipment - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
LNG storage tanks [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Natural gas pipeline facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Marine berth, electrical, facility and roads [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 35 years |
Water pipelines [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Regasification processing equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Sendout pumps [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Minimum [Member] | Liquefaction processing equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Minimum [Member] | Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Maximum [Member] | Liquefaction processing equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Maximum [Member] | Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 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 | $ 786 | $ 827 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 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 | $ (140) | $ (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 | (140) | (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 | 240 | 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 | 5 | 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 | (6) | 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 | 241 | 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 | (134) | 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 | (3) | 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 | (131) | 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 | (22) | 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 | (22) | 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] | 12 Months Ended | |
Dec. 31, 2020USD ($) | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Net Fair Value Asset | $ 241,000,000 | |
Valuation, Market Approach [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread | (0.532) | [1] |
Valuation, Market Approach [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | ||
Fair Value Inputs Basis Spread | 0.092 | [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 | 117.00% | [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 | 480.00% | [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 | 155.00% | [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 | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Fair Value, Assets (Liabilities) Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 138 | $ (29) | $ 43 | |
Realized and mark-to-market gains (losses): | ||||
Included in cost of sales | 156 | (77) | (13) | |
Purchases and settlements: | ||||
Purchases | 5 | 199 | (31) | |
Settlements | (65) | 44 | (29) | |
Transfers into Level 3, net | [1] | 7 | 1 | 1 |
Balance, end of period | 241 | 138 | (29) | |
Change in unrealized gains (losses) relating to instruments still held at end of period | $ 156 | $ (77) | $ (13) | |
[1] | Transferred into Level 3 as a result of unobservable market for the underlying natural gas purchase agreements. |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020USD ($)tbtu | Dec. 31, 2019USD ($)tbtu | ||
CCH Interest Rate Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ | $ 4.6 | $ 4.5 | |
Maturity Date | May 31, 2022 | ||
Weighted Average Fixed Interest Rate Paid | 2.30% | ||
Liquefaction Supply Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | [1] | 10,483 | 9,177 |
LNG Trading Derivatives [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | [1] | 20 | 4 |
[1] | Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions . |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
CCH Interest Rate Derivatives [Member] | Interest rate derivative loss, net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ (138) | $ (101) | $ 43 | |
CCH Interest Rate Forward Start Derivatives [Member] | Interest rate derivative loss, net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | (95) | (33) | 0 | |
CQP Interest Rate Derivatives | Interest rate derivative loss, net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | 0 | 0 | 14 | |
LNG Trading Derivatives [Member] | LNG Revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1] | (26) | 402 | (25) |
LNG Trading Derivatives [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1] | (42) | (89) | 0 |
Liquefaction Supply Derivatives [Member] | LNG Revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1],[2] | (1) | 2 | (1) |
Liquefaction Supply Derivatives [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1],[2] | 94 | 194 | (100) |
FX Derivatives [Member] | LNG Revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ (3) | $ 25 | $ 18 | |
[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 - Fair_3
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets | $ 32 | $ 323 | |
Non-current derivative assets | 376 | 174 | |
Total derivative assets | 408 | 497 | |
Derivative liabilities | (313) | (117) | |
Non-current derivative liabilities | (151) | (151) | |
Total derivative liabilities | (464) | (268) | |
Derivative asset (liability), net | (56) | 229 | |
Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 32 | 323 | |
Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 376 | 174 | |
Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (313) | (117) | |
Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (151) | (151) | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 0 | |
Total derivative liabilities | (140) | (81) | |
Derivative asset (liability), net | (140) | (81) | |
CCH Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (100) | (32) | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (40) | (49) | |
CCH Interest Rate Forward Start Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 0 | |
Total derivative liabilities | 0 | (8) | |
Derivative asset (liability), net | 0 | (8) | |
CCH Interest Rate Forward Start Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 0 | |
CCH Interest Rate Forward Start Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
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 | |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 403 | 267 |
Total derivative liabilities | [1] | (163) | (118) |
Derivative asset (liability), net | [1] | 240 | 149 |
Derivative, collateral posted by us | 9 | 7 | |
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [1] | 27 | 93 |
Liquefaction Supply Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 376 | 174 |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | (54) | (16) |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | (109) | (102) |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [2] | 0 | 225 |
Total derivative liabilities | [2] | (134) | (60) |
Derivative asset (liability), net | [2] | (134) | 165 |
Derivative, collateral posted by us | 7 | 5 | |
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [2] | 0 | 225 |
LNG Trading Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [2] | 0 | 0 |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [2] | (134) | (60) |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [2] | 0 | 0 |
FX Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 5 | 5 | |
Total derivative liabilities | (27) | (1) | |
Derivative asset (liability), net | (22) | 4 | |
FX Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 5 | 5 | |
FX Derivatives [Member] | Noncurrent Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
FX Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (25) | (1) | |
FX Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ (2) | $ 0 | |
[1] | Does not include collateral posted with counterparties by us of $9 million and $7 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. Includes derivative assets for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions . | ||
[2] | Does not include collateral posted with counterparties by us of $7 million and $5 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. |
Derivative Instruments - Deri_2
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
CCH Interest Rate Derivative Asset | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 0 | $ 0 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (140) | (81) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (140) | (81) |
CCH Interest Rate Forward Start Derivatives Asset | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 0 | 0 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Forward Start Derivatives Liability | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | 0 | (8) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (8) |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 452 | 281 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (49) | (14) |
Derivative Assets (Liabilities), at Fair Value, Net | 403 | 267 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (184) | (126) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 21 | 8 |
Derivative Assets (Liabilities), at Fair Value, Net | (163) | (118) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 0 | 229 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 225 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (163) | (60) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 29 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (134) | (60) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 6 | 9 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1) | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | 5 | 5 |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (62) | (6) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 35 | 5 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (27) | $ (1) |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets, Noncurrent [Abstract] | ||
Advances made to municipalities for water system enhancements | $ 84 | $ 87 |
Advances and other asset conveyances to third parties to support LNG terminals | 60 | 55 |
Advances made under EPC and non-EPC contracts | 9 | 29 |
Equity method investments | 81 | 108 |
Debt issuance costs and debt discount, net | 42 | 45 |
Tax-related payments and receivables | 20 | 20 |
Contract assets, net | 80 | 18 |
Other | 30 | 26 |
Other non-current assets, net | $ 406 | $ 388 |
Other Non-Current Assets - Equi
Other Non-Current Assets - Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Other than Temporary Impairment | $ 87 | |
Equity method investments | $ 81 | 108 |
Midship Holdings LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Other than Temporary Impairment | 129 | |
Equity method investments | $ 80 | $ 105 |
Non-Controlling Interest and _3
Non-Controlling Interest and Variable Interest Entity (Details) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020USD ($)unitshares | Dec. 31, 2012shares | Dec. 31, 2019USD ($) | ||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 1,628 | [1] | $ 2,474 | |
Restricted cash | 449 | [1] | 520 | |
Accounts and other receivables, net | 647 | 491 | ||
Other current assets | 121 | 92 | ||
Total current assets | 3,169 | 4,212 | ||
Property, plant and equipment, net | 30,421 | 29,673 | ||
Other non-current assets, net | 406 | 388 | ||
Total assets | 35,697 | [1] | 35,492 | |
Accrued liabilities | 1,175 | 1,281 | ||
Other current liabilities | 2 | 13 | ||
Total current liabilities | 2,196 | 1,874 | ||
Long-term debt, net | 30,471 | 30,774 | ||
Other non-current liabilities | $ 7 | 11 | ||
Cheniere Partners [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Limited Partner ownership percentage | 48.60% | |||
General Partner ownership percentage | 100.00% | |||
Cheniere Partners [Member] | Common Units [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Partners Capital Account, Units, Units Held | shares | 239.9 | |||
Blackstone CQP Holdco [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Number Of Members Of The Board Of Directors | unit | 1 | |||
Cheniere Partners [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 1,210 | 1,781 | ||
Restricted cash | 97 | 181 | ||
Accounts and other receivables, net | 318 | 297 | ||
Other current assets | 182 | 184 | ||
Total current assets | 1,807 | 2,443 | ||
Property, plant and equipment, net | 16,723 | 16,368 | ||
Other non-current assets, net | 287 | 309 | ||
Total assets | 18,817 | 19,120 | ||
Accrued liabilities | 658 | 709 | ||
Other current liabilities | 171 | 210 | ||
Total current liabilities | 829 | 919 | ||
Long-term debt, net | 17,580 | 17,579 | ||
Other non-current liabilities | 126 | 104 | ||
Total liabilities | $ 18,535 | $ 18,602 | ||
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Director Appointment Entitlement, Minimum [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Limited Partner ownership percentage | 20.00% | |||
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Class B Units [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Partners Capital Account, Units Sold In Private Placement | shares | 100 | |||
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco LP and Cheniere [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Number Of Members Of The Board Of Directors | unit | 4 | |||
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit | 2 | |||
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Number Of Members Of The Board Of Directors | unit | 3 | |||
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit | 2 | |||
Cheniere Energy Partners GP, LLC [Member] | Cheniere [Member] | ||||
Noncontrolling Interest and Variable Interest Entity [Line Items] | ||||
Number Of Members Of The Board Of Directors | unit | 4 | |||
Minimum Number Of Members Of The Board Of Directors Required For Quorum | unit | 2 | |||
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 245 | $ 293 |
Accrued natural gas purchases | 576 | 460 |
LNG terminals and related pipeline costs | 147 | 327 |
Compensation and benefits | 123 | 115 |
Accrued LNG inventory | 4 | 6 |
Other accrued liabilities | 80 | 80 |
Total accrued liabilities | $ 1,175 | $ 1,281 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 30,471 | $ 30,774 | |
Current debt | 372 | 0 | |
Total Debt, Net | 30,843 | 30,774 | |
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | (641) | (692) | |
Current Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | (3) | 0 | |
CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt | $ 140 | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 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 | $ 10,217 | 10,235 | |
Current debt | $ 271 | 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 | 3,145 | 1,903 | |
Long-Term Debt, Net | 2,790 | 1,534 | |
Current debt | 103 | 0 | |
Total Debt, Net | 2,893 | 1,534 | |
Cheniere [Member] | Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | $ (355) | (369) | |
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | ||
Cheniere [Member] | Current Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | $ (1) | 0 | |
Cheniere [Member] | 2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Current debt | $ 104 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
[1] | $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Millions | Dec. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 747 |
2022 | 1,089 |
2023 | 1,749 |
2024 | 5,556 |
2025 | 5,023 |
Thereafter | 17,323 |
Total | $ 31,487 |
Debt - Schedule of Issuances an
Debt - Schedule of Issuances and Repayments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Debt Instrument [Line Items] | ||||||
Proceeds from issuances of debt | $ 7,547 | |||||
Repayments of Debt | (7,708) | |||||
Debt modification and extinguishment costs | (217) | $ (55) | $ (27) | |||
Cheniere Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | (2,100) | |||||
Debt modification and extinguishment costs | 16 | |||||
Line Of Credit Facility, Original Borrowing Capacity | [1] | 2,620 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,695 | |||||
Cheniere Term Loan Facility [Member] | Cash [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | (200) | |||||
Cheniere Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility, Original Borrowing Capacity | 750 | |||||
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 CCH HoldCo II Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 1,080 | |||||
2025 CCH HoldCo II Convertible Notes [Member] | Cash [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | $ (300) | |||||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 4.875% | ||||
Aggregate principal amount | [2] | $ 1,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 93.64 | |||||
Repayments of Convertible Debt | $ 844 | $ 844 | [2] | |||
SPL [Member] | 2030 SPL Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |||||
Aggregate principal amount | [3] | $ 2,000 | ||||
Debt modification and extinguishment costs | $ 43 | |||||
SPL [Member] | 2021 SPL Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||||
Repayments of Debt | [3] | $ (2,000) | ||||
CCH Holdco II [Member] | 2025 CCH HoldCo II Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||
Repayments of Debt | [4] | $ (1,578) | ||||
CCH [Member] | 3.52% CCH Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.52% | |||||
Aggregate principal amount | [5] | $ 769 | ||||
Debt modification and extinguishment costs | 9 | |||||
CCH [Member] | CCH Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | [5] | (656) | ||||
Cheniere [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuances of debt | 4,778 | |||||
Repayments of Debt | 3,474 | |||||
Debt modification and extinguishment costs | $ (50) | $ 0 | $ 0 | |||
Cheniere [Member] | 2028 Cheniere Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | |||||
Aggregate principal amount | [4],[6] | $ 2,000 | ||||
Cheniere [Member] | Cheniere Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuances of debt | 2,323 | |||||
Repayments of Debt | [4] | (2,175) | ||||
Cheniere [Member] | Cheniere Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuances of debt | 455 | |||||
Repayments of Debt | $ (455) | |||||
Cheniere [Member] | 2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |||||
Repayments of Debt | [4] | $ (844) | ||||
Repayments of Convertible Debt | [6] | $ 844 | ||||
[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] | $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. | |||||
[3] | Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs. | |||||
[4] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into 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 outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, 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, including paid-in-kind interest, 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. | |||||
[5] | 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 year ended December 31, 2020 relating to the write off of unamortized debt discounts and issuance costs. | |||||
[6] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance - current | $ 372 | $ 0 | |
Repayments of Debt | 7,708 | ||
2020 SPL Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | [1] | 1,200 | |
Incremental commitments | [1] | 0 | |
Outstanding balance | [1] | 0 | |
Commitments prepaid or terminated | [1] | 0 | |
Letters of credit issued | [1] | 413 | |
Available commitment | [1] | $ 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 | ||
Incremental commitments | 0 | ||
Outstanding balance | 0 | ||
Commitments prepaid or terminated | 750 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 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 | |
Incremental commitments | [2] | 1,566 | |
Outstanding balance | [2] | 2,627 | |
Commitments prepaid or terminated | [2] | 7,343 | |
Letters of credit issued | [2] | 0 | |
Available commitment | [2] | $ 0 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Weighted average interest rate on current debt | [2] | 1.90% | |
Maturity date | [2] | Jun. 30, 2024 | |
Repayments of Debt | $ 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 | ||
Incremental commitments | 850 | ||
Outstanding balance - current | 140 | ||
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 293 | ||
Available commitment | $ 767 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Weighted average interest rate on current debt | 1.40% | ||
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 | ||
Incremental commitments | 500 | ||
Outstanding balance | 0 | ||
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 124 | ||
Available commitment | $ 1,126 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
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 | |
Incremental commitments | [3] | 75 | |
Outstanding balance | [3] | 148 | |
Commitments prepaid or terminated | [3] | 2,175 | |
Letters of credit issued | [3] | $ 0 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Weighted average interest rate on current debt | [3] | 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 $656 million of outstanding borrowings under the CCH Credit Facility during the year ended December 31, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes. | ||
[3] | Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility . |
Debt - Convertible Notes Table
Debt - Convertible Notes Table (Details) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |||
Debt Instrument [Line Items] | ||||||
Interest paid-in-kind | $ 51,000,000 | $ 143,000,000 | $ 74,000,000 | |||
Long Term Portion of Current Convertible Debt | [1] | 372,000,000 | ||||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate original principal | [2] | 1,000,000,000 | ||||
Interest paid-in-kind | [2] | 320,000,000 | ||||
Aggregate principal redeemed | $ (844,000,000) | (844,000,000) | [2] | |||
Aggregate Remaining Principal, Convertible Debt | [2] | 476,000,000 | ||||
Debt component, net of discount and debt issuance costs | [2] | 470,000,000 | ||||
Equity component | [2] | 201,000,000 | ||||
Conversion value in excess of principal | [2] | $ 0 | ||||
Maturity date | [2] | May 28, 2021 | ||||
Contractual interest rate | [2] | 4.875% | ||||
Effective interest rate | [2],[3] | 8.10% | ||||
Remaining debt discount and debt issuance costs amortization period | [2],[4] | 4 months 24 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 | 317,000,000 | |||||
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 | [3] | 9.40% | ||||
Remaining debt discount and debt issuance costs amortization period | [4] | 24 years 2 months 12 days | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 138.38 | |||||
Debt Instrument, Convertible, Conversion Ratio | 7.2265 | |||||
[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] | $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. | |||||
[3] | Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. | |||||
[4] | We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,773 | $ 1,846 | $ 1,678 |
Capitalized interest | (248) | (414) | (803) |
Total interest expense, net of capitalized interest | 1,525 | 1,432 | 875 |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest per contractual rate | 152 | 256 | 237 |
Amortization of debt discount | 45 | 40 | 35 |
Amortization of debt issuance costs | 8 | 12 | 9 |
Total interest cost | 205 | 308 | 281 |
Debt and Finance Leases Excluding Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,568 | $ 1,538 | $ 1,397 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 30,843 | $ 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] | 27,897 | 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] | 3,423 | 2,259 |
Line of Credit [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [3] | 2,915 | 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] | 2,915 | 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] | 476 | 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] | 480 | 1,312 |
2025 CCH HoldCo II Convertible Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 0 | 1,578 |
2025 CCH HoldCo II Convertible 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] | $ 496 | $ 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 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Operating | $ 759 | $ 439 |
Total right-of-use assets | 812 | 495 |
Current operating lease liabilities | 161 | 236 |
Non-current operating lease liabilities | 597 | 189 |
Non-current finance lease liabilities | 57 | 58 |
Total lease liabilities | 817 | 484 |
Operating lease assets, net [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Operating | 759 | 439 |
Property, plant and equipment, net [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets—Financing | 53 | 56 |
Current operating lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Current operating lease liabilities | 161 | 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 | 597 | 189 |
Non-current finance lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Non-current finance lease liabilities | $ 57 | $ 58 |
Leases - Income Statement Locat
Leases - Income Statement Location Table (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Finance lease cost: | ||||
Total lease cost | $ 441 | $ 625 | ||
Operating leases, rent expense | $ 335 | |||
Operating costs and expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | [1] | 432 | 612 | |
Finance lease cost: | ||||
Short-term lease costs | 93 | 230 | ||
Variable lease costs paid to the lessor | 16 | 7 | ||
Depreciation and amortization expense [Member] | ||||
Finance lease cost: | ||||
Amortization of right-of-use assets | 2 | 3 | ||
Interest expense, net of capitalized interest [Member] | ||||
Finance lease cost: | ||||
Interest on lease liabilities | $ 7 | $ 10 | ||
[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 | 12 Months Ended | |
Dec. 31, 2020USD ($) | ||
Operating Leases, Future Minimum Payments | ||
2021 | $ 197 | [1] |
2022 | 156 | [1] |
2023 | 121 | [1] |
2024 | 119 | [1] |
2025 | 96 | [1] |
Thereafter | 252 | [1] |
Total lease payments | 941 | [1] |
Less: Interest | (183) | [1] |
Present value of lease liabilities | 758 | [1] |
Finance Leases, Future Minimum Payments | ||
2021 | 10 | |
2022 | 10 | |
2023 | 10 | |
2024 | 10 | |
2025 | 10 | |
Thereafter | 127 | |
Total lease payments | 177 | |
Less: Interest | (118) | |
Present value of lease liabilities | 59 | |
Operating Lease, Lease Not yet Commenced, Payments Due | $ 1,600 | |
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 $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. |
Leases - Other Quantitative Inf
Leases - Other Quantitative Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating Leases | |||
Weighted-average remaining lease term | 8 years 2 months 12 days | 8 years 4 months 24 days | |
Weighted-average discount rate | [1] | 5.40% | 5.20% |
Finance Leases | |||
Weighted-average remaining lease term | 17 years 8 months 12 days | 18 years 8 months 12 days | |
Weighted-average discount rate | [1] | 16.20% | 16.20% |
Operating cash flows from operating leases | $ 309 | $ 389 | |
Operating cash flows from finance leases | 10 | 9 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 615 | $ 235 | |
[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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Sublease payments to be received | $ 0 | $ 9 |
Sublease Income, Fixed | 68 | 122 |
Sublease Income, Variable | 27 | 22 |
Sublease Income, Total | $ 95 | $ 144 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020USD ($)bcf / dunit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Disaggregation of Revenue [Line Items] | ||||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | |||
Revenues from contracts with customers | $ 9,293 | $ 9,157 | $ 7,896 | |
Regasification Capacity | bcf / d | 4 | |||
Operating and maintenance expense | $ 1,320 | 1,154 | 613 | |
Terminal Use Agreement Regasification Capacity Partial | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating and maintenance expense | $ 129 | 104 | 30 | |
TUA Customers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Regasification Capacity | bcf / d | 2 | |||
Each TUA Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Regasification Capacity | bcf / d | 1 | |||
Revenue, Performance Obligation, Fixed Consideration | $ 125 | |||
Long-term Purchase Commitment, Period | 20 years | |||
Liquefied Natural Gas Procured From Third Parties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 414 | 268 | 745 | |
LNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | [1] | $ 8,954 | $ 8,817 | 7,581 |
Revenue, Variable Consideration Received From Customers, Percentage | 40.00% | 52.00% | ||
Regasification [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 269 | $ 266 | $ 261 | |
Number of Fixed Price Contracts | unit | 2 | |||
Revenue, Variable Consideration Received From Customers, Percentage | 3.00% | 3.00% | ||
[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. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | $ 9,293 | $ 9,157 | $ 7,896 | |||||||||
Net derivative gains | [1] | (30) | 429 | (9) | ||||||||
Other revenues | [2] | 95 | 144 | 100 | ||||||||
Total revenues | $ 2,787 | $ 1,460 | $ 2,402 | $ 2,709 | $ 3,007 | $ 2,170 | $ 2,292 | $ 2,261 | 9,358 | 9,730 | 7,987 | |
LNG [Member] | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | [3] | 8,954 | 8,817 | 7,581 | ||||||||
Total revenues | 8,924 | 9,246 | 7,572 | |||||||||
Suspension Fees and LNG Cover Damages Revenue [Member] | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | 969 | |||||||||||
Suspension Fees and LNG Cover Damages Revenue [Member] | Subsequent Period [Member] | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | 38 | |||||||||||
Regasification [Member] | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | 269 | 266 | 261 | |||||||||
Other [Member] | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenues from contracts with customers | 70 | 74 | 54 | |||||||||
Total revenues | $ 165 | $ 218 | $ 154 | |||||||||
[1] | See Note 7 —Derivative Instruments for additional information about our derivatives. | |||||||||||
[2] | Includes revenues from LNG vessel subcharters. See Note 1 2 —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. During the year ended December 31, 2020, we recognized $969 million in LNG revenues associated with LNG cargoes for which customers notified us that they would not take delivery, of which $38 million would have been recognized subsequent to December 31, 2020, if the cargoes were lifted pursuant to the delivery schedules with the customers. Revenue is generally recognized upon receipt of irrevocable notice that a customer will not take delivery because our customers have no contractual right to take delivery of such LNG cargo in future periods and our performance obligations with respect to such LNG cargo have been satisfied. |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets, net | $ 80 | $ 18 |
Change In Contract With Customer, Liability [Roll Forward] | ||
Deferred revenues, beginning of period | 161 | |
Cash received but not yet recognized | 138 | |
Revenue recognized from prior period deferral | (161) | |
Deferred revenues, end of period | $ 138 |
Revenues from Contracts with _6
Revenues from Contracts with Customers - Schedule of Transaction Price Allocated to Future Performance Obligations (Details) - USD ($) $ in Billions | Dec. 31, 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]: 2021-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 104.4 | ||
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]: 2021-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 102.3 | ||
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]: 2021-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 2.1 | ||
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) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($)tbtu | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)tbtu | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Operating and maintenance expense | $ 1,320,000,000 | $ 1,154,000,000 | $ 613,000,000 | ||||||||
Accrued liabilities | $ 1,175,000,000 | $ 1,281,000,000 | 1,175,000,000 | 1,281,000,000 | |||||||
Revenues | 2,787,000,000 | $ 1,460,000,000 | $ 2,402,000,000 | $ 2,709,000,000 | 3,007,000,000 | $ 2,170,000,000 | $ 2,292,000,000 | $ 2,261,000,000 | 9,358,000,000 | 9,730,000,000 | 7,987,000,000 |
Accounts and other receivables, net | $ 647,000,000 | 491,000,000 | 647,000,000 | 491,000,000 | |||||||
Other [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | $ 165,000,000 | 218,000,000 | 154,000,000 | ||||||||
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 | |||||||||
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 | |||||||||
CCL [Member] | Natural Gas Supply Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued liabilities | 13,000,000 | 3,000,000 | $ 13,000,000 | 3,000,000 | |||||||
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 | ||||||||||
Operating and maintenance expense | $ 13,000,000 | ||||||||||
Accrued liabilities | 4,000,000 | 4,000,000 | |||||||||
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts and other receivables, net | $ 2,000,000 | $ 3,000,000 | 2,000,000 | 3,000,000 | |||||||
Cheniere LNG O&M Services, LLC [Member] | Operation and Maintenance Agreement [Member] | Other [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | $ 9,000,000 | $ 12,000,000 | $ 12,000,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020USD ($)tbtu | Dec. 31, 2019USD ($)tbtu | Dec. 31, 2018USD ($) | ||
Related Party Transaction [Line Items] | ||||
Derivative assets | $ 32 | $ 323 | ||
Non-current derivative assets | 376 | 174 | ||
Cost of sales | $ 4,161 | $ 5,079 | $ 4,597 | |
Liquefaction Supply Derivatives [Member] | ||||
Related Party Transaction [Line Items] | ||||
Derivative, Nonmonetary Notional Amount | tbtu | [1] | 10,483 | 9,177 | |
CCL [Member] | Natural Gas Supply Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of sales | $ 114 | $ 85 | 0 | |
CCL [Member] | Natural Gas Supply Agreement [Member] | Liquefaction Supply Derivatives [Member] | ||||
Related Party Transaction [Line Items] | ||||
Derivative assets | 3 | 3 | ||
Non-current derivative assets | $ 1 | $ 2 | ||
Derivative, Nonmonetary Notional Amount | tbtu | 60 | 120 | ||
Liquefaction Supply Derivative loss | $ (1) | $ (1) | $ 0 | |
[1] | Includes notional amounts for natural gas supply contracts that SPL and CCL have with related parties. See Note 14—Related Party Transactions . |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)unit | Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense as a result of one-time discrete event | $ 38 | ||
Deferred Tax Assets, Valuation Allowance | 190 | $ 196 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 6 | ||
Number Of Years In Cumulative Loss Position | 3 years | ||
Number Of Years In Cumulative Income Position | 3 years | ||
Number of Long Term Agreements Commenced During The Year | unit | 13 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 95 | $ 64 | |
Unrecognized Tax Benefits | 62 | $ 61 | $ 61 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 53 | ||
Before Enactment of New Act [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax, Interest Deductibility Limit | 30.00% | ||
After Enactment of New Act [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax, Interest Deductibility Limit | 50.00% | ||
Federal Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 15,000 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 93 | ||
Federal Tax [Member] | Investment Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Tax Credit Carryforwards | 52 | ||
State Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 3,200 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 2 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 10,600 | ||
Deferred Tax Assets, Tax Credit Carryforwards | $ 37 |
Income Taxes - Components of In
Income Taxes - Components of Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income before income taxes and non-controlling interest, U.S. | $ 720 | $ 289 | $ 997 |
Income before income taxes and non-controlling interest, International | (176) | 426 | 230 |
Income before income taxes and non-controlling interest | $ 544 | $ 715 | $ 1,227 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 2 |
Foreign | 0 | 4 | 30 |
Total current | 0 | 4 | 32 |
Deferred | |||
Federal | 41 | (475) | 0 |
State | 2 | (46) | 0 |
Foreign | 0 | 0 | (5) |
Total deferred | 43 | (521) | (5) |
Total income tax provision (benefit) | $ 43 | $ (517) | $ 27 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21.00% | 21.00% | 21.00% |
Non-controlling interest | (22.60%) | (17.20%) | (11.40%) |
State tax rate | 0.00% | (5.40%) | (0.40%) |
Executive compensation | 1.40% | 1.30% | 0.50% |
Nondeductible interest expense | 8.00% | 5.00% | 2.60% |
Foreign earnings taxed in the U.S. | 1.20% | 6.70% | 1.40% |
Foreign rate differential | (3.70%) | (11.40%) | (1.10%) |
Tax credits | (4.50%) | (5.20%) | (0.60%) |
Internal restructuring | 7.00% | 0.00% | 0.00% |
Other | 1.00% | 1.40% | 0.00% |
Valuation allowance | (0.90%) | (68.50%) | (9.80%) |
Effective tax rate | 7.90% | (72.30%) | 2.20% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Net operating loss carryforwards and credits | ||
Federal | $ 3,084 | $ 2,860 |
Foreign | 3 | 5 |
State | 257 | 249 |
Federal and state tax credits | 95 | 64 |
Disallowed business interest expense carryforward | 0 | 154 |
Other | 290 | 143 |
Less: valuation allowance | (190) | (196) |
Total deferred tax assets | 3,539 | 3,279 |
Deferred tax liabilities | ||
Investment in partnerships | (765) | (554) |
Property, plant and equipment | (2,089) | (2,110) |
Other | (196) | (86) |
Total deferred tax liabilities | (3,050) | (2,750) |
Net deferred tax assets | $ 489 | $ 529 |
Income Taxes - Changes in Gross
Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 61 | $ 61 |
Additions based on tax positions related to current year | 1 | 0 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | 0 | 0 |
Settlements | 0 | 0 |
U.S. tax reform rate change | 0 | 0 |
Balance at end of year | $ 62 | $ 61 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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% | ||
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units Granted | 200,000 | ||
Restricted Stock Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units Granted | 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Vesting Period - service years, option 2 | 2 years | ||
Vesting Period - service years, option 3 | 3 years | ||
Vesting Period - service years, option 4 | 4 years | ||
Fair value of units vested | $ 3 | $ 3 | $ 53 |
Phantom Unit Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units Granted | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||
Vesting Period - service years, option 2 | 3 years | ||
Vesting Period - service years, option 3 | 4 years | ||
Fair value of units vested | $ 4 | $ 11 | $ 91 |
2011 Incentive Plan [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 35,000,000 | ||
2020 Incentive Plan [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 116 | $ 140 | $ 137 |
Capitalized share-based compensation | (6) | (9) | (24) |
Total share-based compensation expense | 110 | 131 | 113 |
Tax benefit associated with share-based compensation expense | 23 | 14 | 6 |
Equity Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | 114 | 131 | 89 |
Liability Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 2 | $ 9 | $ 48 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restricted Stock Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 1 |
Recognized over a weighted average period | 3 months 18 days |
Restricted Share Unit And Performance Stock Unit Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 111 |
Recognized over a weighted average period | 1 year 3 months 18 days |
Phantom Unit Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 0 |
Recognized over a weighted average period | 2 months 12 days |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Non-vested Awards (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Restricted Stock Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2019, Shares | 0 | |||
Non-vested at January 1, 2019, Weighted Average Grant Date Fair Value Per Share | $ 67.79 | |||
Granted, Shares | 100,000 | |||
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 41.78 | |||
Vested, Shares | 0 | |||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 0 | |||
Forfeited, Shares | 0 | |||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ 0 | |||
Non-vested at December 31, 2019, Shares | 100,000 | 0 | ||
Non-vested at December 31, 2019, Weighted Average Grant Date Fair Value Per Share | $ 41.78 | $ 67.79 | ||
Restricted Share Unit And Performance Stock Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2019, Shares | 4,400,000 | |||
Non-vested at January 1, 2019, Weighted Average Grant Date Fair Value Per Share | $ 61.68 | |||
Granted, Shares | 1,800,000 | [1] | 1,900,000 | 2,600,000 |
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 53.88 | [1] | $ 67.47 | $ 59.50 |
Vested, Shares | (2,300,000) | |||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 58.49 | |||
Forfeited, Shares | (200,000) | |||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ 58.83 | |||
Non-vested at December 31, 2019, Shares | 3,700,000 | [2] | 4,400,000 | |
Non-vested at December 31, 2019, Weighted Average Grant Date Fair Value Per Share | $ 60 | [2] | $ 61.68 | |
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Award, Shares To Be Issued On Maximum Achievement Of Performance Under Target Awards, Maximum | 1,000,000 | |||
Phantom Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2019, Shares | 100,000 | |||
Granted, Shares | 0 | |||
Vested, Shares | (100,000) | |||
Forfeited, Shares | 0 | |||
Non-vested at December 31, 2019, Shares | 0 | 100,000 | ||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, Shares | 200,000 | |||
[1] | This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards. | |||
[2] | This number excludes 1.0 million performance stock units, which represent the incremental number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Restricted Share Unit and Performance Stock Units Awards (Details) - Restricted Share Unit And Performance Stock Unit Awards [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units issued | 1.8 | [1] | 1.9 | 2.6 |
Weighted average grant date fair value per unit | $ 53.88 | [1] | $ 67.47 | $ 59.50 |
Fair value of units vested | $ 137 | $ 45 | $ 22 | |
[1] | This number includes 0.2 million incremental shares of our common stock that were issued based on performance results from previously-granted performance stock unit awards. |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 75.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Contributions | $ 15 | $ 15 | $ 9 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2020 | [1] | Sep. 30, 2020 | [1] | Jun. 30, 2020 | [1] | Mar. 31, 2020 | [1] | Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Weighted average number of common shares outstanding, basic | 252.4 | 256.2 | 245.6 | |||||||||||||||||
Dilutive Unvested Stock | 0 | 1.9 | 2.4 | |||||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 252.4 | 258.1 | 248 | |||||||||||||||||
Net income (loss) per share attributable to common stockholders—basic | $ (0.77) | $ (1.84) | $ 0.78 | $ 1.48 | $ 3.70 | $ (1.25) | $ (0.44) | $ 0.55 | $ (0.34) | $ 2.53 | $ 1.92 | |||||||||
Diluted net income (loss) per share attributable to common stockholders | $ (0.77) | $ (1.84) | $ 0.78 | $ 1.43 | $ 3.34 | $ (1.25) | $ (0.44) | $ 0.54 | $ (0.34) | $ 2.51 | $ 1.90 | |||||||||
Antidilutive securities excluded from computation of earnings per share | 7.9 | 46 | 18.3 | |||||||||||||||||
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] | 3.4 | 2.3 | 0.8 | ||||||||||||||||
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 | 13.7 | 13 | ||||||||||||||||
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 | 25.5 | 0 | ||||||||||||||||
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 | |||||||||||||||||
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 | 0.5 | 0.5 | 0.4 | |||||||||||||||||
[1] | The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. | |||||||||||||||||||
[2] | Does not include 0.5 million shares, 0.5 million shares and 0.4 million shares for the years ended December 31, 2020, 2019 and 2018, 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 year ended December 31, 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 year ended December 31, 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 1 1 —Debt |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Stock Repurchase Program, Period in Force | 3 years | ||
Stock Repurchase Program, Authorized Amount | $ 1,000 | ||
Total amount paid (in millions) | $ 155 | $ 249 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)tbtu | |
Commitments and Contingencies [Line Items] | |
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | $ 3,000 |
SPL, CCL, and CCL Stage III [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 15 years |
SPL and CCL | Bechtel EPC Contracts [Member] | |
Commitments and Contingencies [Line Items] | |
Contract termination convenience penalty | $ 30 |
SPL and CCL | Natural Gas Transportation Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 20 years |
SPL [Member] | EPC Contract, Train Six [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | $ 2,500 |
Long-term Purchase Commitment, Amount Incurred To Date | $ 1,900 |
SPL [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 4,950 |
SPL [Member] | Natural Gas Storage Service Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 10 years |
CCL [Member] | EPC Contract, Train Three [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | $ 2,400 |
Long-term Purchase Commitment, Amount Incurred To Date | $ 2,400 |
CCL [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,938 |
CCL [Member] | Natural Gas Storage Service Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 5 years |
CCL Stage III [Member] | Natural Gas Supply Agreements [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,361 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations Table (Details) - SPL, CCL, and CCL Stage III [Member] - Natural Gas Supply, Transportation And Storage Service Agreements [Member] $ in Millions | Dec. 31, 2020USD ($) | [1] |
Long-term Purchase Commitment [Line Items] | ||
2021 | $ 4,477 | |
2022 | 2,567 | |
2023 | 1,861 | |
2024 | 1,367 | |
2025 | 1,140 | |
Thereafter | 4,005 | |
Total | $ 15,417 | |
[1] | Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread . Amounts included are based on estimated forward prices and basis spreads as of December 31, 2020. Some of our contracts may not have been negotiated as part of arranging financing for the underlying assets providing the natural gas supply, transportation and storage services. |
Customer Concentration - Schedu
Customer Concentration - Schedule of Customer Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer A [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 16.00% | 18.00% |
Customer A [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 13.00% | |
Customer B [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 10.00% | 14.00% |
Customer B [Member] | Accounts Receivable, Net and Contract Assets, Net from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Customer C [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 11.00% | 19.00% |
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 | 10.00% | 11.00% | 13.00% |
Customer Concentration - Sche_2
Customer Concentration - Schedule of Revenue from External Customers by Country (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | $ 2,787 | $ 1,460 | $ 2,402 | $ 2,709 | $ 3,007 | $ 2,170 | $ 2,292 | $ 2,261 | $ 9,358 | $ 9,730 | $ 7,987 |
Geographic Concentration Risk [Member] | Ireland | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,130 | 989 | 1,098 | ||||||||
Geographic Concentration Risk [Member] | Spain | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,034 | 598 | 0 | ||||||||
Geographic Concentration Risk [Member] | India | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,021 | 1,160 | 1,048 | ||||||||
Geographic Concentration Risk [Member] | South Korea | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 942 | 1,207 | 1,517 | ||||||||
Geographic Concentration Risk [Member] | United States | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 687 | 2,807 | 1,911 | ||||||||
Geographic Concentration Risk [Member] | United Kingdom | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 678 | 559 | 155 | ||||||||
Geographic Concentration Risk [Member] | Singapore | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 646 | 533 | 417 | ||||||||
Geographic Concentration Risk [Member] | Other countries | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | $ 3,220 | $ 1,877 | $ 1,841 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for interest on debt, net of amounts capitalized | $ 1,395 | $ 1,126 | $ 707 |
Cash paid for income taxes | 2 | 24 | 14 |
Acquisition of non-controlling interest in Cheniere Holdings | 0 | 0 | 702 |
Acquisition of assets under capital lease | 0 | 0 | 60 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 282 | $ 473 | $ 420 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - SPL [Member] - 2.95% 2037 SPL Senior Secured Notes $ in Millions | 1 Months Ended |
Feb. 28, 2021USD ($) | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 147 |
Debt Instrument, Interest Rate, Stated Percentage | 2.95% |
Debt, Weighted Average Life | 10 years |
Summarized Quarterly Financia_3
Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Revenues | $ 2,787 | $ 1,460 | $ 2,402 | $ 2,709 | $ 3,007 | $ 2,170 | $ 2,292 | $ 2,261 | $ 9,358 | $ 9,730 | $ 7,987 | ||||||||
Income from operations | 276 | 72 | 937 | 1,346 | 1,016 | 307 | 432 | 606 | 2,631 | 2,361 | 2,024 | ||||||||
Net income (loss) | 2 | (508) | 404 | 603 | 1,153 | (260) | 2 | 337 | 501 | 1,232 | 1,200 | ||||||||
Net income (loss) attributable to common stockholders | $ (194) | $ (463) | $ 197 | $ 375 | $ 939 | $ (318) | $ (114) | $ 141 | $ (85) | $ 648 | $ 471 | ||||||||
Net income (loss) per share attributable to common stockholders—basic | $ (0.77) | [1] | $ (1.84) | [1] | $ 0.78 | [1] | $ 1.48 | [1] | $ 3.70 | [1] | $ (1.25) | [1] | $ (0.44) | [1] | $ 0.55 | [1] | $ (0.34) | $ 2.53 | $ 1.92 |
Net income (loss) per share attributable to common stockholders—diluted | $ (0.77) | [1] | $ (1.84) | [1] | $ 0.78 | [1] | $ 1.43 | [1] | $ 3.34 | [1] | $ (1.25) | [1] | $ (0.44) | [1] | $ 0.54 | [1] | $ (0.34) | $ 2.51 | $ 1.90 |
[1] | The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | $ (1,525) | $ (1,432) | $ (875) | ||||||||
Loss on modification or extinguishment of debt | (217) | (55) | (27) | ||||||||
Equity in income of subsidiaries | (126) | (88) | 0 | ||||||||
Total other expense | (2,087) | (1,646) | (797) | ||||||||
Income (Loss) before income taxes | 544 | 715 | 1,227 | ||||||||
Income tax benefit | (43) | 517 | (27) | ||||||||
Net income (loss) attributable to common stockholders | $ (194) | $ (463) | $ 197 | $ 375 | $ 939 | $ (318) | $ (114) | $ 141 | (85) | 648 | 471 |
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and Administrative Expense | 20 | 17 | 8 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | (155) | (141) | (128) | ||||||||
Interest Income | 0 | 1 | 0 | ||||||||
Loss on modification or extinguishment of debt | (50) | 0 | 0 | ||||||||
Equity in income of subsidiaries | 77 | 490 | 607 | ||||||||
Total other expense | (128) | 350 | 479 | ||||||||
Income (Loss) before income taxes | (148) | 333 | 471 | ||||||||
Income tax benefit | 63 | 315 | 0 | ||||||||
Net income (loss) attributable to common stockholders | $ (85) | $ 648 | $ 471 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 1,628 | [1] | $ 2,474 |
Restricted cash | 449 | [1] | 520 |
Other current assets | 121 | 92 | |
Total current assets | 3,169 | 4,212 | |
Property, plant and equipment, net | 30,421 | 29,673 | |
Operating Lease, Right-of-Use Asset | 759 | 439 | |
Investments in subsidiaries | 81 | 108 | |
Deferred tax assets, net | 489 | 529 | |
Total assets | 35,697 | [1] | 35,492 |
Current liabilities | |||
Current operating lease liabilities | 161 | 236 | |
Current debt | 372 | 0 | |
Other current liabilities | 2 | 13 | |
Total current liabilities | 2,196 | 1,874 | |
Long-term debt, net | 30,471 | 30,774 | |
Non-current operating lease liabilities | 597 | 189 | |
Stockholders' deficit | (191) | (14) | |
Total liabilities and stockholders’ equity | 35,697 | [1] | 35,492 |
Parent Company [Member] | |||
Current assets | |||
Cash and cash equivalents | 0 | 55 | |
Restricted cash | 1 | 0 | |
Other current assets | 1 | 1 | |
Total current assets | 2 | 56 | |
Property, plant and equipment, net | 30 | 17 | |
Operating Lease, Right-of-Use Asset | 22 | 24 | |
Debt issuance and deferred financing costs, net | 15 | 16 | |
Investments in subsidiaries | 2,324 | 1,139 | |
Deferred tax assets, net | 381 | 315 | |
Total assets | 2,774 | 1,567 | |
Current liabilities | |||
Current operating lease liabilities | 5 | 5 | |
Current debt | 103 | 0 | |
Other current liabilities | 37 | 9 | |
Total current liabilities | 145 | 14 | |
Long-term debt, net | 2,790 | 1,534 | |
Non-current operating lease liabilities | 30 | 33 | |
Stockholders' deficit | (191) | (14) | |
Total liabilities and stockholders’ equity | $ 2,774 | $ 1,567 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash provided by operating activities | $ 1,265 | $ 1,833 | $ 1,990 | |||
Cash flows from investing activities | ||||||
Property, plant and equipment, net | (1,839) | (3,056) | (3,643) | |||
Net cash used in investing activities | (1,947) | (3,163) | (3,654) | |||
Cash flows from financing activities | ||||||
Proceeds from issuances of debt | 7,823 | 6,434 | 4,285 | |||
Repayments of Debt | 6,940 | 4,346 | 1,391 | |||
Debt issuance and other financing costs | (125) | (51) | (66) | |||
Debt modification or extinguishment costs | 172 | 15 | 17 | |||
Distribution and dividends to non-controlling interest | (626) | (590) | (576) | |||
Payments related to tax withholdings for share-based compensation | (43) | (19) | (20) | |||
Repurchase of common stock | (155) | (249) | 0 | |||
Other | 3 | 4 | (8) | |||
Net cash provided by (used in) financing activities | (235) | 1,168 | 2,207 | |||
Net decrease in cash, cash equivalents and restricted cash | (917) | (162) | 543 | |||
Cash, cash equivalents and restricted cash—beginning of period | 2,994 | 3,156 | 2,613 | |||
Cash, cash equivalents and restricted cash—end of period | 2,077 | 2,994 | 3,156 | |||
Condensed Cash Flow Statement - Balances per Condensed Balance Sheet [Line Items] | ||||||
Cash and cash equivalents | $ 1,628 | [1] | $ 2,474 | |||
Restricted cash | 449 | [1] | 520 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 2,994 | 3,156 | 3,156 | 2,077 | 2,994 | |
Parent Company [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash provided by operating activities | (285) | 74 | 48 | |||
Cash flows from investing activities | ||||||
Property, plant and equipment, net | (13) | (2) | 0 | |||
Distribution from (investment in) subsidiaries | (481) | 842 | 568 | |||
Net cash used in investing activities | (494) | 840 | 568 | |||
Cash flows from financing activities | ||||||
Proceeds from issuances of debt | 4,778 | 0 | 0 | |||
Repayments of Debt | (3,143) | 0 | 0 | |||
Debt issuance and other financing costs | (57) | 0 | (13) | |||
Debt modification or extinguishment costs | (29) | 0 | 0 | |||
Distribution and dividends to non-controlling interest | (626) | (591) | (576) | |||
Payments related to tax withholdings for share-based compensation | (43) | (19) | (20) | |||
Repurchase of common stock | (155) | (249) | 0 | |||
Other | 0 | 0 | (7) | |||
Net cash provided by (used in) financing activities | 725 | (859) | (616) | |||
Net decrease in cash, cash equivalents and restricted cash | (54) | 55 | 0 | |||
Cash, cash equivalents and restricted cash—beginning of period | 55 | 0 | 0 | |||
Cash, cash equivalents and restricted cash—end of period | 1 | 55 | 0 | |||
Condensed Cash Flow Statement - Balances per Condensed Balance Sheet [Line Items] | ||||||
Cash and cash equivalents | 0 | 55 | ||||
Restricted cash | 1 | 0 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 1 | $ 0 | $ 0 | $ 1 | $ 55 | |
[1] | Amounts presented include balances held by our consolidated variable interest entity (“VIE”), Cheniere Partners, as further discussed in Note 9 — Non-controlling Interest and Variable Interest Entity. As of December 31, 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 $1.2 billion of cash and cash equivalents and $0.1 billion of restricted cash. |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Footnotes (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-Term Debt, Net | $ 30,471 | $ 30,774 | ||||
Current debt | 372 | 0 | ||||
Debt, Long-term and Short-term, Combined Amount | 30,843 | 30,774 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2021 | 747 | |||||
2022 | 1,089 | |||||
2023 | 1,749 | |||||
2024 | 5,556 | |||||
2025 | 5,023 | |||||
Thereafter | 17,323 | |||||
Total | 31,487 | |||||
Proceeds from issuances of debt | 7,547 | |||||
Repayments of Debt | 7,708 | |||||
Debt modification and extinguishment costs | (217) | (55) | $ (27) | |||
Operating lease assets, net | 759 | 439 | ||||
Current operating lease liabilities | 161 | 236 | ||||
Non-current operating lease liabilities | 597 | $ 189 | ||||
Operating Lease, Liability | [1] | 758 | ||||
Operating Leases, Future Minimum Payments | ||||||
2022 | [1] | 156 | ||||
2023 | [1] | 121 | ||||
2024 | [1] | 119 | ||||
2025 | [1] | 96 | ||||
Thereafter | [1] | 252 | ||||
Total lease payments | [1] | 941 | ||||
Less: Interest | [1] | $ (183) | ||||
Weighted-average remaining lease term | 8 years 2 months 12 days | 8 years 4 months 24 days | ||||
Weighted-average discount rate | [2] | 5.40% | 5.20% | |||
Operating cash flows from operating leases | $ 309 | $ 389 | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 615 | 235 | ||||
Stock Repurchase Program, Period in Force | 3 years | |||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | |||||
Total amount paid (in millions) | 155 | 249 | 0 | |||
Supplemental Cash Flow Information [Abstract] | ||||||
Cash paid during the period for interest on debt, net of amounts capitalized | 1,395 | 1,126 | 707 | |||
Non-cash investing and financing activities: | ||||||
Additional interest in Cheniere Holdings acquired | 0 | 0 | 702 | |||
Long-term Debt [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | $ (641) | (692) | ||||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.875% | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Aggregate principal amount | [3] | $ 1,000 | ||||
Repayments of Convertible Debt | $ (844) | $ (844) | [3] | |||
Debt Instrument, Convertible, Conversion Price | $ 93.64 | |||||
Current Debt [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | $ (3) | 0 | ||||
Cheniere Term Loan Facility [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | [4] | 148 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Repayments of Debt | 2,100 | |||||
Debt modification and extinguishment costs | 16 | |||||
Line Of Credit Facility, Original Borrowing Capacity | [4] | 2,620 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,695 | |||||
Cheniere Term Loan Facility [Member] | Cash [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Repayments of Debt | 200 | |||||
Cheniere Revolving Credit Facility [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | 0 | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Line Of Credit Facility, Original Borrowing Capacity | 750 | |||||
2025 CCH HoldCo II Convertible Notes and 2021 Cheniere Convertible Notes [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Debt modification and extinguishment costs | 149 | |||||
Debt Conversion, Reduction in Equity | $ 10 | |||||
2025 CCH HoldCo II Convertible Notes [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 1,080 | |||||
2025 CCH HoldCo II Convertible Notes [Member] | Cash [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Repayments of Debt | $ 300 | |||||
Operating lease assets, net [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Operating lease assets, net | 759 | 439 | ||||
Current operating lease liabilities [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Current operating lease liabilities | 161 | 236 | ||||
Non-current operating lease liabilities [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Non-current operating lease liabilities | 597 | 189 | ||||
Parent Company [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | 3,145 | 1,903 | ||||
Long-Term Debt, Net | 2,790 | 1,534 | ||||
Current debt | 103 | 0 | ||||
Debt, Long-term and Short-term, Combined Amount | 2,893 | 1,534 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2021 | 476 | |||||
2022 | 0 | |||||
2023 | 148 | |||||
2024 | 0 | |||||
2025 | 0 | |||||
Thereafter | 2,625 | |||||
Total | 3,249 | |||||
Proceeds from issuances of debt | 4,778 | |||||
Repayments of Debt | (3,474) | |||||
Debt modification and extinguishment costs | (50) | 0 | 0 | |||
Guarantor Obligations, Maximum Exposure | 542 | |||||
Guarantor Obligations, Current Carrying Value | 0 | |||||
Operating lease assets, net | 22 | 24 | ||||
Current operating lease liabilities | 5 | 5 | ||||
Non-current operating lease liabilities | 30 | 33 | ||||
Operating Lease, Liability | 35 | 38 | ||||
Operating lease cost | [5] | 10 | 9 | |||
Variable lease costs paid to the lessor | 4 | $ 3 | ||||
Operating Leases, Future Minimum Payments | ||||||
2021 | 7 | |||||
2022 | 8 | |||||
2023 | 8 | |||||
2024 | 7 | |||||
2025 | 6 | |||||
Thereafter | 7 | |||||
Total lease payments | 43 | |||||
Less: Interest | $ (8) | |||||
Weighted-average remaining lease term | 5 years 8 months 12 days | 6 years 7 months 6 days | ||||
Weighted-average discount rate | 6.60% | 5.50% | ||||
Operating cash flows from operating leases | $ 7 | $ 7 | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 5 | $ 1 | ||||
Stock Repurchase Program, Period in Force | 3 years | |||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | |||||
Aggregate common stock repurchased | 2,875,376 | 4,000,424 | ||||
Weighted average price paid per share | $ 53.88 | $ 62.27 | ||||
Total amount paid (in millions) | $ 155 | $ 249 | 0 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 596 | |||||
Supplemental Cash Flow Information [Abstract] | ||||||
Cash paid during the period for interest on debt, net of amounts capitalized | 45 | 36 | 32 | |||
Non-cash investing and financing activities: | ||||||
Non-cash capital distribution (contributions) | [6] | 79 | 490 | 607 | ||
Additional interest in Cheniere Holdings acquired | $ 0 | 0 | $ 702 | |||
Parent Company [Member] | 2028 Cheniere Senior Secured Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Aggregate principal amount | [7],[8] | $ 2,000 | ||||
Parent Company [Member] | Long-term Debt [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | (355) | (369) | ||||
Parent Company [Member] | 2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Current debt | $ 104 | 0 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Repayments of Convertible Debt | [7] | $ (844) | ||||
Repayments of Debt | [8] | 844 | ||||
Parent Company [Member] | Current Debt [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | (1) | 0 | ||||
Parent Company [Member] | Cheniere Term Loan Facility [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Proceeds from issuances of debt | 2,323 | |||||
Repayments of Lines of Credit | [7] | (2,175) | ||||
Repayments of Debt | [8] | 2,175 | ||||
Parent Company [Member] | Cheniere Revolving Credit Facility [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Proceeds from issuances of debt | 455 | |||||
Repayments of Lines of Credit | (455) | |||||
Repayments of Debt | 455 | |||||
Parent Company [Member] | Operating lease assets, net [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Operating lease assets, net | 22 | 24 | ||||
Parent Company [Member] | Current operating lease liabilities [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Current operating lease liabilities | 5 | 5 | ||||
Parent Company [Member] | Non-current operating lease liabilities [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Non-current operating lease liabilities | $ 30 | $ 33 | ||||
[1] | Does not include $1.6 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2020 but will commence in future period primarily in the next two years and have fixed minimum lease terms of up to seven years. | |||||
[2] | 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. | |||||
[3] | $372 million of the 2021 Cheniere Convertible Unsecured Notes is categorized as long-term debt because the remaining available commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining outstanding principal amount of the 2021 Cheniere Convertible Unsecured Notes. | |||||
[4] | 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 . | |||||
[5] | Includes $4 million and $3 million of variable lease costs paid to the lessor during the years ended December 31, 2020 and 2019, respectively. | |||||
[6] | Amounts represent equity income of affiliates. | |||||
[7] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 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. | |||||
[8] | Proceeds of the 2028 Cheniere Senior Secured Notes, along with $200 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 $16 million for the year ended December 31, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered into 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 outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes remaining after the redemption of an aggregate outstanding principal amount of $300 million with available cash in March 2020, including paid-in-kind interest, 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, including paid-in-kind interest, 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 $10 million. |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts on accounts receivable and contract assets [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 0 | $ 30 | $ 30 |
Charged to cost and expenses | 7 | 16 | 0 |
Charged to other accounts | 0 | 0 | 0 |
Deductions | 0 | (46) | 0 |
Balance at end of period | 7 | 0 | 30 |
Deferred tax asset valuation allowance [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 196 | 686 | 806 |
Charged to cost and expenses | (6) | (490) | (120) |
Charged to other accounts | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at end of period | $ 190 | $ 196 | $ 686 |