Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Cheniere Energy Partners, L.P. | |
Entity Central Index Key | 1,383,650 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Units [Member] | ||
Entity Information [Line Items] | ||
Entity Units, Units Outstanding | 57,102,848 | |
Class B Units [Member] | ||
Entity Information [Line Items] | ||
Entity Units, Units Outstanding | 145,333,334 | |
Subordinated Units [Member] | ||
Entity Information [Line Items] | ||
Entity Units, Units Outstanding | 135,383,831 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 9,815 | $ 146,221 |
Restricted cash | 401,972 | 274,557 |
Accounts receivable—affiliate | 14,544 | 1,271 |
Advances to affiliate | 29,356 | 39,836 |
Inventory | 28,543 | 16,667 |
Other current assets | 17,986 | 14,923 |
Total current assets | 502,216 | 493,475 |
Non-current restricted cash | 13,650 | 13,650 |
Property, plant and equipment, net | 12,713,379 | 11,931,602 |
Debt issuance costs, net | 172,959 | 132,091 |
Non-current derivative assets | 28,210 | 30,304 |
Other non-current assets | 220,631 | 232,031 |
Total assets | 13,651,045 | 12,833,153 |
Current liabilities | ||
Accounts payable | 17,131 | 16,407 |
Accrued liabilities | 332,288 | 224,292 |
Current debt, net | 1,785,318 | 1,673,379 |
Due to affiliates | 78,159 | 115,123 |
Deferred revenue | 26,669 | 26,669 |
Deferred revenue—affiliate | 717 | 717 |
Derivative liabilities | 11,818 | 6,430 |
Other current liabilities | 93 | 0 |
Total current liabilities | 2,252,193 | 2,063,017 |
Long-term debt, net | 10,734,069 | 10,018,325 |
Non-current deferred revenue | 8,500 | 9,500 |
Non-current derivative liabilities | 16,210 | 2,884 |
Other non-current liabilities | 172 | 175 |
Other non-current liabilities—affiliate | 26,632 | 26,321 |
Partners’ equity | ||
Common unitholders’ interest (57.1 million units issued and outstanding at March 31, 2016 and December 31, 2015) | 259,168 | 305,747 |
Class B unitholders’ interest (145.3 million units issued and outstanding at March 31, 2016 and December 31, 2015) | (35,588) | (37,429) |
Subordinated unitholders’ interest (135.4 million units issued and outstanding at March 31, 2016 and December 31, 2015) | 375,104 | 428,035 |
General partner’s interest (2% interest with 6.9 million units issued and outstanding at March 31, 2016 and December 31, 2015) | 14,585 | 16,578 |
Total partners’ equity | 613,269 | 712,931 |
Total liabilities and partners’ equity | $ 13,651,045 | $ 12,833,153 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
General Partner Ownership Interest Percentage | 2.00% | 2.00% | |
General Partners' Capital Account, Units Issued | 6,894 | 6,894 | |
General partner units outstanding | 6,894 | 6,894 | |
Common Units [Member] | |||
Limited Partners' Capital Account, Units Issued | 57,084 | 57,084 | |
Partnership unitholders units outstanding | 57,084 | 57,084 | |
Class B Units [Member] | |||
Limited Partners' Capital Account, Units Issued | 145,333 | 145,333 | |
Partnership unitholders units outstanding | 145,333 | 145,333 | |
Subordinated Units [Member] | |||
Limited Partners' Capital Account, Units Issued | 135,384 | 135,384 | |
Partnership unitholders units outstanding | 135,384 | 135,384 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Regasification revenues | $ 65,384 | $ 66,718 |
Regasification revenues—affiliate | 1,635 | 812 |
LNG revenues | 0 | 0 |
Other revenues | 28 | 0 |
Total revenues | 67,047 | 67,530 |
Operating costs and expenses | ||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 3,904 | 693 |
Operating and maintenance expense | 17,385 | 30,540 |
Operating and maintenance expense—affiliate | 10,830 | 4,773 |
Development expense | 66 | 1,151 |
Development expense—affiliate | 129 | 204 |
General and administrative expense | 2,610 | 3,515 |
General and administrative expense—affiliate | 22,198 | 21,597 |
Depreciation and amortization expense | 19,388 | 14,879 |
Total operating costs and expenses | 76,510 | 77,352 |
Loss from operations | (9,463) | (9,822) |
Other income (expense) | ||
Interest expense, net of amounts capitalized | (43,452) | (42,845) |
Loss on early extinguishment of debt | (1,457) | (88,992) |
Derivative loss, net | (20,808) | (37,138) |
Other income | 274 | 121 |
Total other expense | (65,443) | (168,854) |
Net loss | $ (74,906) | $ (178,676) |
Basic and diluted net loss per common unit | $ (0.08) | $ (0.61) |
Weighted average number of common units outstanding used for basic and diluted net loss per common unit calculation | 57,084 | 57,080 |
Consolidated Statement of Partn
Consolidated Statement of Partners' Equity - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Units [Member] | Class B Units [Member] | Subordinated Units [Member] | General Partner [Member] |
Units, Outstanding, beginning of period at Dec. 31, 2015 | 57,084 | 145,333 | 135,384 | ||
Partners' equity, beginning of period at Dec. 31, 2015 | $ 712,931 | $ 305,747 | $ (37,429) | $ 428,035 | $ 16,578 |
General partner units, Outstanding, beginning of period at Dec. 31, 2015 | 6,894 | 6,894 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net loss | $ (74,906) | (21,772) | 0 | (51,636) | $ (1,498) |
Distributions | (24,756) | (24,261) | 0 | 0 | (495) |
Amortization of beneficial conversion feature of Class B units, Dollars | 0 | $ (546) | $ 1,841 | $ (1,295) | 0 |
Units, Outstanding, end of period at Mar. 31, 2016 | 57,084 | 145,333 | 135,384 | ||
Partners' equity, end of period at Mar. 31, 2016 | $ 613,269 | $ 259,168 | $ (35,588) | $ 375,104 | $ 14,585 |
General partner units, Outstanding, end of period at Mar. 31, 2016 | 6,894 | 6,894 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (74,906) | $ (178,676) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Non-cash LNG inventory write-downs | 216 | 17,502 |
Depreciation and amortization expense | 19,388 | 14,879 |
Amortization of debt issuance costs and discount | 3,617 | 2,504 |
Loss on early extinguishment of debt | 1,457 | 88,992 |
Total losses on derivatives, net | 24,200 | 36,384 |
Net cash used for settlement of derivative instruments | (2,838) | (37,015) |
Changes in restricted cash for certain operating activities | 13,659 | 6,244 |
Changes in operating assets and liabilities: | ||
Accounts and interest receivable | (26) | (25,928) |
Accounts receivable—affiliate | 904 | (1,544) |
Advances to affiliate | (1,237) | 5,519 |
Inventory | (290) | (29,676) |
Accounts payable and accrued liabilities | 34,184 | 47,945 |
Due to affiliates | (7,669) | (3,971) |
Deferred revenue | (1,000) | (1,003) |
Other, net | (2,225) | (5,542) |
Other, net—affiliate | (373) | 10,962 |
Net cash provided by (used in) operating activities | 7,061 | (52,424) |
Cash flows from investing activities | ||
Property, plant and equipment, net | (714,616) | (542,114) |
Use of restricted cash for the acquisition of property, plant and equipment | 744,098 | 572,434 |
Other | (34,369) | (30,508) |
Other—affiliate | 0 | 0 |
Net cash used in investing activities | (4,887) | (188) |
Cash flows from financing activities | ||
Proceeds from issuances of debt | 1,235,000 | 2,000,000 |
Repayments of debt | (415,000) | 0 |
Debt issuance and deferred financing costs | (48,652) | (50,662) |
Investment in restricted cash | (885,172) | (1,949,338) |
Distributions to owners | (24,756) | (24,754) |
Net cash used in financing activities | (138,580) | (24,754) |
Net decrease in cash and cash equivalents | (136,406) | (77,366) |
Cash and cash equivalents—beginning of period | 146,221 | 248,830 |
Cash and cash equivalents—end of period | $ 9,815 | $ 171,464 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited Consolidated Financial Statements of Cheniere Partners have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results or cash flows. In 2016, we started production at our natural gas liquefaction facilities at the Sabine Pass LNG terminal (the “Liquefaction Project”) . As a result, we introduced a new line item entitled “Cost of sales” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made in the prior period into this new line item. Cost of sales includes costs incurred directly for the production of LNG from the Liquefaction Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the Liquefaction Project , and other related costs to convert natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense, which now includes costs associated with operating and maintaining the Liquefaction Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. LNG revenues include fees that will be received pursuant to our SPAs and related LNG marketing activities. Results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results that will be realized for the year ending December 31, 2016 . We are not subject to either federal or state income tax, as our partners are taxed individually on their allocable share of our taxable income. For further information, refer to the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2015 . |
Unitholders' Equity
Unitholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Partners' Capital Notes [Abstract] | |
Unitholders' Equity | UNITHOLDERS’ EQUITY The common units, Class B units and subordinated units represent limited partner interests in us. The holders of the units are entitled to participate in partnership distributions and exercise the rights and privileges available to limited partners under our partnership agreement. Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement). Generally, our available cash is our cash on hand at the end of a quarter less the amount of any reserves established by our general partner. All distributions paid to date have been made from operating surplus as defined in the partnership agreement. The holders of common units have the right to receive initial quarterly distributions of $0.425 per common unit, plus any arrearages thereon, before any distribution is made to the holders of the subordinated units. The holders of subordinated units will receive distributions only to the extent we have available cash above the initial quarterly distribution requirement for our common unitholders and general partner and certain reserves. Subordinated units will convert into common units on a one-for-one basis when we meet financial tests specified in the partnership agreement. Although common and subordinated unitholders are not obligated to fund losses of the Partnership, their capital accounts, which would be considered in allocating the net assets of the Partnership were it to be liquidated, continue to share in losses. The general partner interest is entitled to at least 2% of all distributions made by us. In addition, the general partner holds incentive distribution rights, which allow the general partner to receive a higher percentage of quarterly distributions of available cash from operating surplus after the initial quarterly distributions have been achieved and as additional target levels are met. The higher percentages range from 15% to 50% . During 2012, Blackstone CQP Holdco and Cheniere completed their purchases of a new class of equity interests representing limited partner interests in us (“Class B units”) for total consideration of $1.5 billion and $500.0 million , respectively. Proceeds from the financings were used to fund a portion of the costs of developing, constructing and placing into service the first two Train s of the natural gas liquefaction facilities at the Sabine Pass LNG terminal adjacent to the existing regasification facilities (the “Liquefaction Project”) . In May 2013, Cheniere purchased an additional 12.0 million Class B units for consideration of $180.0 million in connection with our acquisition of CTPL and Cheniere Pipeline GP Interests, LLC. In 2013, Cheniere formed Cheniere Holdings to hold its limited partner interests in us. The Class B units are subject to conversion, mandatorily or at the option of the Class B unitholders under specified circumstances, into a number of common units based on the then-applicable conversion value of the Class B units . The Class B units are not entitled to cash distributions except in the event of our liquidation or a merger, consolidation or other combination of us with another person or the sale of all or substantially all of our assets. On a quarterly basis beginning on the date of the initial purchase date of the Class B units , the conversion value of the Class B units increases at a compounded rate of 3.5% per quarter, subject to additional upward adjustment for certain equity and debt financings. The accreted conversion ratio of the Class B units owned by Cheniere Holdings and Blackstone CQP Holdco was 1.68 and 1.65 , respectively, as of March 31, 2016 . We expect the Class B units to mandatorily convert into common units within 90 days of the substantial completion date of Train 3 of the Liquefaction Project , which we currently expect to occur before April 30, 2017. If the Class B units are not mandatorily converted by July 2019, the holders of the Class B units have the option to convert the Class B units into common units at that time. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. Restricted cash consisted of the following (in thousands): March 31, December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ 115,469 $ 77,415 Liquefaction project 177,609 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 108,894 — Total current restricted cash $ 401,972 $ 274,557 Non-current restricted cash SPLNG debt service $ 13,650 $ 13,650 Under the indentures governing the senior notes issued by SPLNG (the “SPLNG Indentures”) , except for permitted tax distributions, SPLNG may not make distributions until certain conditions are satisfied, including: (1) there must be on deposit in an interest payment account an amount equal to one -sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (2) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2 :1 and other conditions specified in the SPLNG Indentures. During the three months ended March 31, 2016 and 2015 , SPLNG made distributions of $63.4 million and $70.8 million , respectively, after satisfying all the applicable conditions in the SPLNG Indentures . In February 2016, we entered into a $2.8 billion credit facility (the “2016 CQP Credit Facilities”) . Under the terms of the 2016 CQP Credit Facilities and the related depositary agreement governing the extension of credit to us, we, and Cheniere Investments and CTPL as our guarantor subsidiaries, are subject to limitations on the use of cash. Specifically, we, Cheniere Investments and CTPL may only withdraw funds from collateral accounts held at a designated depositary bank on a monthly basis and for specific purposes, including for the payment of operating expenses. In addition, distributions and capital expenditures may only be made quarterly and are subject to certain restrictions. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of March 31, 2016 and December 31, 2015 , inventory consisted of the following (in thousands): March 31, December 31, 2016 2015 Natural gas $ 3,333 $ 5,724 LNG 2,847 3,690 Materials and other 22,363 7,253 Total inventory $ 28,543 $ 16,667 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of LNG terminal costs and fixed assets, as follows (in thousands): March 31, December 31, 2016 2015 LNG terminal costs LNG terminal $ 2,736,918 $ 2,478,036 LNG terminal construction-in-process (1) 10,399,834 9,859,836 LNG site and related costs, net 133 135 Accumulated depreciation (429,060 ) (411,907 ) Total LNG terminal costs, net 12,707,825 11,926,100 Fixed assets Computer and office equipment 1,126 1,126 Furniture and fixtures 1,475 1,375 Computer software 4,198 4,238 Vehicles 2,484 2,081 Machinery and equipment 1,938 1,906 Other 95 93 Accumulated depreciation (5,762 ) (5,317 ) Total fixed assets, net 5,554 5,502 Property, plant and equipment, net $ 12,713,379 $ 11,931,602 (1) As of March 31, 2016 , LNG terminal construction-in-process is presented net of amounts received from the sale of commissioning cargoes because the related costs were capitalized as testing costs for the construction of the Liquefaction Project . |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS We have entered into the following derivative instruments that are reported at fair value: • interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain of our credit facilities (“Interest Rate Derivatives”) ; • commodity derivatives consisting of natural gas purchase agreements for the commissioning and operation of the Liquefaction Project (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “Liquefaction Supply Derivatives”) ; and • commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal (“Natural Gas Derivatives”) . None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations . SPLNG has elected to account for a portion of the Natural Gas Derivatives as normal purchase normal sale transactions, exempt from fair value accounting. Gains and losses for these physical hedges are not reflected on our Consolidated Statements of Operations until the period of delivery. SPLNG had not posted collateral for such forward contracts as of March 31, 2016 and December 31, 2015 . The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 , which are classified as other current assets , non-current derivative assets , derivative liabilities or other non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of March 31, 2016 December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total SPL Interest Rate Derivatives liability $ — $ (18,009 ) $ — $ (18,009 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives liability — (9,490 ) — (9,490 ) — — — — Liquefaction Supply Derivatives asset (liability) — (151 ) 30,054 29,903 — (25 ) 32,492 32,467 Natural Gas Derivatives asset — — — — — 39 — 39 We value our Interest Rate Derivatives using valuations based on the initial trade prices. Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The estimated fair values of our Natural Gas Derivatives are the amounts at which the instruments could be exchanged currently between willing parties. We value these derivatives using observable commodity price curves and other relevant data. The fair value of substantially all of our Physical Liquefaction Supply Derivatives is developed through the use of internal models which are impacted by inputs that are unobservable in the marketplace. As a result, the fair value of our Physical Liquefaction Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of our Physical Liquefaction Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a particular Physical Liquefaction Supply Derivatives contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. Internal fair value models include conditions precedent to the respective long-term natural gas purchase agreements. As of March 31, 2016 and December 31, 2015 , some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure has not been developed to accommodate marketable physical gas flow. In the absence of infrastructure to accommodate marketable physical gas flow, our internal fair value models are based on a market price that equates to our own contractual pricing due to: (1) the inactive and unobservable market and (2) conditions precedent and their impact on the uncertainty in the timing of our actual receipt of the physical volumes associated with each forward. The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas purchase agreements as of the reporting date. There were no transfers into or out of Level 3 Physical Liquefaction Supply Derivatives for the three months ended March 31, 2016 and 2015 . As all of our Physical Liquefaction Supply Derivatives are either purely index-priced or index-priced with a fixed basis, we do not believe that a significant change in market commodity prices would have a material impact on our Level 3 fair value measurements. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of March 31, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $30,054 Income Approach Basis Spread $ (0.350) - $0.020 The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Balance, beginning of period $ 32,492 $ 342 Realized and mark-to-market losses: Included in cost of sales (1) (2,653 ) — Purchases and settlements: Purchases 215 — Settlements (1) — — Balance, end of period $ 30,054 $ 342 Change in unrealized gains relating to instruments still held at end of period $ (2,194 ) $ — (1) Does not include the decrease in fair value of $0.5 million related to the realized gains capitalized during the three months ended March 31, 2016 . Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Interest Rate Derivatives SPL Interest Rate Derivatives SPL has entered into interest rate swaps (“SPL Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the $4.6 billion credit facilities (the “2015 SPL Credit Facilities”) . The SPL Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2015 SPL Credit Facilities . In March 2015, SPL settled a portion of the SPL Interest Rate Derivatives and recognized a derivative loss of $34.7 million within our Consolidated Statements of Operations in conjunction with the termination of approximately $1.8 billion of commitments under the previous credit facilities. CQP Interest Rate Derivatives In March 2016, we entered into interest rate swaps (“CQP Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2016 CQP Credit Facilities . The CQP Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2016 CQP Credit Facilities . As of March 31, 2016 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: March 31, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives Total Balance Sheet Location Derivative liabilities $ (6,759 ) $ (4,530 ) $ (11,289 ) $ (5,940 ) $ — $ (5,940 ) Non-current derivative liabilities (11,250 ) (4,960 ) (16,210 ) (2,800 ) — (2,800 ) Total derivative liabilities (18,009 ) (9,490 ) (27,499 ) (8,740 ) — (8,740 ) Derivative liability, net $ (18,009 ) $ (9,490 ) $ (27,499 ) $ (8,740 ) $ — $ (8,740 ) The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 SPL Interest Rates Derivatives loss $ (11,278 ) $ (37,138 ) CQP Interest Rate Derivatives loss (9,530 ) — Commodity Derivatives We recognize all commodity derivative instruments that qualify for derivative accounting treatment, including our Liquefaction Supply Derivatives and our Natural Gas Derivatives (collectively, “Commodity Derivatives”) , as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Commodity Derivatives are reported in earnings. The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: March 31, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) Natural Gas Derivatives Total Liquefaction Supply Derivatives Natural Gas Derivatives (2) Total Balance Sheet Location Other current assets $ 2,222 $ — $ 2,222 $ 2,737 $ 39 $ 2,776 Non-current derivative assets 28,210 — 28,210 30,304 — 30,304 Total derivative assets 30,432 — 30,432 33,041 39 33,080 Derivative liabilities (529 ) — (529 ) (490 ) — (490 ) Non-current derivative liabilities — — — (84 ) — (84 ) Total derivative liabilities (529 ) — (529 ) (574 ) — (574 ) Derivative asset, net $ 29,903 $ — $ 29,903 $ 32,467 $ 39 $ 32,506 (1) Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of March 31, 2016 . (2) Does not include collateral of $0.4 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, Statement of Operations Location 2016 2015 Liquefaction Supply Derivatives gain Revenues $ 28 $ — Liquefaction Supply Derivatives loss (1) Cost of sales (3,594 ) — Natural Gas Derivatives gain Operating and maintenance expense 174 754 (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. The use of Commodity Derivatives exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our Commodity Derivatives are in an asset position. Liquefaction Supply Derivatives SPL has entered into index-based physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the Liquefaction Project . The terms of the physical natural gas supply contracts primarily range from approximately one to seven years and commence upon the occurrence of conditions precedent, including the date of first commercial operation of specified Trains of the Liquefaction Project . We recognize our Physical Liquefaction Supply Derivatives as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Physical Liquefaction Supply Derivatives are reported in earnings. As of March 31, 2016 , SPL has secured up to approximately 2,047.9 million MMBtu of natural gas feedstock through natural gas purchase agreements. The notional natural gas position of our Physical Liquefaction Supply Derivatives was approximately 1,134.9 million MMBtu as of March 31, 2016 . Our Financial Liquefaction Supply Derivatives are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for our Financial Liquefaction Supply Derivatives activities. Natural Gas Derivatives Our Natural Gas Derivatives were executed through over-the-counter contracts which were subject to nominal credit risk as these transactions settled on a daily margin basis with investment grade financial institutions. We were required by these financial institutions to use margin deposits as credit support for our Natural Gas Derivatives activities. As of March 31, 2016 , we did not have any open Natural Gas Derivatives positions or margin deposits at financial institutions. Balance Sheet Presentation Our Interest Rate Derivatives and Commodity Derivatives are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of March 31, 2016 SPL Interest Rate Derivatives $ (18,009 ) $ — $ (18,009 ) CQP Interest Rate Derivatives (9,490 ) — (9,490 ) Liquefaction Supply Derivatives 30,618 (186 ) 30,432 Liquefaction Supply Derivatives (1,668 ) 1,139 (529 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) Natural Gas Derivatives 188 (149 ) 39 |
Other Non-Current Assets
Other Non-Current Assets | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of March 31, 2016 and December 31, 2015 , other non-current assets consisted of the following (in thousands): March 31, December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 19,766 $ 32,049 Advances made to municipalities for water system enhancements 88,151 89,953 Tax-related payments and receivables 25,197 27,615 Information technology service assets 30,156 30,371 Other 57,361 52,043 Total other non-current assets $ 220,631 $ 232,031 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of March 31, 2016 and December 31, 2015 , accrued liabilities consisted of the following (in thousands): March 31, December 31, 2016 2015 Interest expense and related debt fees $ 167,400 $ 150,336 Liquefaction Project costs 158,264 66,223 LNG terminal costs 4,230 3,918 Other accrued liabilities 2,394 3,815 Total accrued liabilities $ 332,288 $ 224,292 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of March 31, 2016 and December 31, 2015 , our debt consisted of the following (in thousands): March 31, December 31, 2016 2015 Long-term debt SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) (1) $ 420,000 $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $8,341 and $8,718 2,008,341 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $6,212 and $6,392 1,506,212 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 2015 SPL Credit Facilities 1,505,000 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 450,000 — Unamortized debt issuance costs (2) (155,484 ) (160,356 ) Total long-term debt, net 10,734,069 10,018,325 Current debt 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of $3,130 and $4,303 (3) 1,662,370 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 125,000 15,000 Unamortized debt issuance costs (2) (2,052 ) (2,818 ) Total current debt, net 1,785,318 1,673,379 Total debt, net $ 12,519,387 $ 11,691,704 (1) Must be redeemed or repaid concurrently with the 2016 Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities . (2) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $160.4 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . (3) Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities . 2016 Debt Issuances and Redemptions 2016 CQP Credit Facilities In February 2016, we entered into the $2.8 billion 2016 CQP Credit Facilities , which consist of: (1) a $450.0 million CTPL tranche term loan that was used to prepay the $400.0 million CTPL Term Loan in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that will be used to redeem or repay the approximately $2.1 billion of the 2016 SPLNG Senior Notes and the 2020 SPLNG Senior Notes (which must be redeemed or repaid concurrently under the terms of the 2016 CQP Credit Facilities ), (3) a $125.0 million debt service reserve credit facility (the “DSR Facility”) that may be used to satisfy a six -month debt service reserve requirement and (4) a $115.0 million revolving credit facility that may be used for general business purposes. The 2016 CQP Credit Facilities accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and adjusted one month LIBOR plus 1.0% ), plus the applicable margin. The applicable margin for LIBOR loans is 2.25% per annum, and the applicable margin for base rate loans is 1.25% per annum, in each case with a 0.50% step-up beginning on February 25, 2019. Interest on LIBOR loans is due and payable at the end of each applicable LIBOR period (and at the end of every three month period within the LIBOR period, if any), and interest on base rate loans is due and payable at the end of each calendar quarter. We incurred $48.7 million of debt issuance costs during the three months ended March 31, 2016 , and will incur an additional $21.5 million of debt issuance costs when the SPLNG tranche is funded. The prepayment of the CTPL Term Loan resulted in a write-off of unamortized discount and debt issuance costs of $1.5 million during the three months ended March 31, 2016 . We pay a commitment fee equal to an annual rate of 40% of the margin for LIBOR loans multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears. The DSR Facility and the revolving credit facility are both available for the issuance of letters of credit, which incur a fee equal to an annual rate of 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019. The 2016 CQP Credit Facilities mature on February 25, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest hedging and interest rate breakage costs. The 2016 CQP Credit Facilities contain conditions precedent for extensions of credit, as well as customary affirmative and negative covenants and limit our ability to make restricted payments, including distributions, to once per fiscal quarter as long as certain conditions are satisfied. Under the terms of the 2016 CQP Credit Facilities , we are required to hedge not less than 50% of the variable interest rate exposure on its projected aggregate outstanding balance, maintain a minimum debt service coverage ratio of at least 1.15 x at the end of each fiscal quarter beginning March 31, 2019 and have a projected debt service coverage ratio of 1.55 x in order to incur additional indebtedness to refinance a portion of the existing obligations. The 2016 CQP Credit Facilities are unconditionally guaranteed by each of our subsidiaries other than: (1) SPL, (2) SPLNG until funding of its tranche term loan and (3) certain of our subsidiaries owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities. Credit Facilities Below is a summary of our credit facilities outstanding as of March 31, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities Total facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 Outstanding balance 1,505,000 125,000 450,000 Letters of credit issued — 236,459 7,500 Available commitment $ 3,095,000 $ 838,541 $ 2,342,500 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. Interest Expense Total interest expense consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Total interest cost $ 192,620 $ 160,086 Capitalized interest (149,168 ) (117,241 ) Total interest expense, net $ 43,452 $ 42,845 Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our debt: March 31, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes, net of premium or discount (1) $ 10,596,923 $ 10,299,660 $ 10,596,307 $ 9,525,809 CTPL Term Loan, net of discount (2) — — 398,571 400,000 Credit facilities (2) (3) 2,080,000 2,080,000 860,000 860,000 (1) Includes 2016 SPLNG Senior Notes , net of discount; 2020 SPLNG Senior Notes ; 2021 SPL Senior Notes , net of premium; 2022 SPL Senior Notes ; 2023 SPL Senior Notes , net of premium; 2024 SPL Senior Notes and 2025 SPL Senior Notes (collectively, the “Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of our Senior Notes and other similar instruments. (2) The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility and 2016 CQP Credit Facilities . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS LNG Terminal Capacity Agreements Terminal Use Agreement SPL obtained approximately 2.0 Bcf/d of regasification capacity under a TUA with SPLNG as a result of an assignment in July 2012 by Cheniere Investments of its rights, title and interest under its TUA with SPLNG. SPL is obligated to make monthly capacity payments to SPLNG aggregating approximately $250 million per year, continuing until at least 20 years after SPL delivers its first commercial cargo at the Liquefaction Project . In connection with this TUA , SPL is required to pay for a portion of the cost (primarily LNG inventory) to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. During the three months ended March 31, 2016 and 2015 , we recorded $0.3 million and $17.8 million , respectively, as operating and maintenance expense related to this obligation. Cheniere Investments, SPL and SPLNG entered into the terminal use rights assignment and agreement (the “TURA”) pursuant to which Cheniere Investments has the right to use SPL’s reserved capacity under the TUA and has the obligation to make the monthly capacity payments required by the TUA to SPLNG. However, the revenue earned by SPLNG from the capacity payments made under the TUA and the loss incurred by Cheniere Investments under the TURA are eliminated upon consolidation of our Financial Statements. We have guaranteed the obligations of SPL under its TUA and the obligations of Cheniere Investments under the TURA . In an effort to utilize Cheniere Investments’ reserved capacity under the TURA during construction of the Liquefaction Project , Cheniere Marketing has entered into an amended and restated variable capacity rights agreement with Cheniere Investments (the “Amended and Restated VCRA”) pursuant to which Cheniere Marketing is obligated to pay Cheniere Investments 80% of the expected gross margin of each cargo of LNG that Cheniere Marketing arranges for delivery to the Sabine Pass LNG terminal. We recorded no revenues—affiliate from Cheniere Marketing during the three months ended March 31, 2016 and 2015 , respectively, related to the Amended and Restated VCRA . Cheniere Marketing SPA Cheniere Marketing has entered into an SPA with SPL to purchase, at Cheniere Marketing’s option, any LNG produced by SPL in excess of that required for other customers at a price of 115% of Henry Hub plus $3.00 per MMBtu of LNG. Commissioning Agreement In May 2015, SPL entered into an agreement with Cheniere Marketing that obligates Cheniere Marketing in certain circumstances to buy LNG cargoes produced during the periods while Bechtel Oil, Gas and Chemicals, Inc. has control of, and is commissioning, the first four Trains of the Liquefaction Project . Pre-commercial LNG Marketing Agreement In May 2015, SPL entered into an agreement with Cheniere Marketing that authorizes Cheniere Marketing to act on SPL’s behalf to market and sell pre-commercial LNG that has not been accepted by BG Gulf Coast LNG, LLC. Services Agreements As of March 31, 2016 and December 31, 2015 , we had $29.4 million and $39.8 million of advances to affiliates, respectively, under the services agreements described below. During the three months ended March 31, 2016 and 2015 , we recorded general and administrative expense—affiliate of $22.2 million and $21.6 million , respectively, and operating and maintenance expense—affiliate of $10.8 million and $4.8 million , respectively, under the services agreements described below. Cheniere Partners Services Agreement We have entered into a services agreement with Cheniere Terminals, a wholly owned subsidiary of Cheniere, pursuant to which Cheniere Terminals is entitled to a quarterly non-accountable overhead reimbursement charge of $2.8 million (adjusted for inflation) for the provision of various general and administrative services for our benefit. In addition, Cheniere Terminals is entitled to reimbursement for all audit, tax, legal and finance fees incurred by Cheniere Terminals that are necessary to perform the services under the agreement. Cheniere Investments Information Technology Services Agreement Cheniere Investments has entered into an information technology services agreement with Cheniere, pursuant to which Cheniere Investments’ subsidiaries receive certain information technology services. On a quarterly basis, the various entities receiving the benefit are invoiced by Cheniere according to the cost allocation percentages set forth in the agreement. In addition, Cheniere is entitled to reimbursement for all costs incurred by Cheniere that are necessary to perform the services under the agreement. SPLNG O&M Agreement SPLNG has entered into a long-term operation and maintenance agreement (the “SPLNG O&M Agreement”) with Cheniere Investments pursuant to which SPLNG receives all necessary services required to operate and maintain the Sabine Pass LNG receiving terminal. SPLNG incurs a fixed monthly fee of $130,000 (indexed for inflation) under the SPLNG O&M Agreement and the cost of a bonus equal to 50% of the salary component of labor costs in certain circumstances to be agreed upon between SPLNG and Cheniere Investments at the beginning of each operating year. In addition, SPLNG incurs costs to reimburse Cheniere Investments for its operating expenses, which consist primarily of labor expenses. Cheniere Investments provides the services required under the SPLNG O&M Agreement pursuant to a secondment agreement with a wholly owned subsidiary of Cheniere. All payments received by Cheniere Investments under the SPLNG O&M Agreement are required to be remitted to such subsidiary. SPLNG MSA SPLNG has entered into a long-term management services agreement (the “SPLNG MSA”) with Cheniere Terminals, pursuant to which Cheniere Terminals manages the operation of the Sabine Pass LNG receiving terminal, excluding those matters provided for under the SPLNG O&M Agreement . SPLNG incurs a monthly fixed fee of $520,000 (indexed for inflation) under the SPLNG MSA . SPL O&M Agreement SPL has entered into an operation and maintenance agreement (the “SPL O&M Agreement”) with Cheniere Investments pursuant to which SPL receives all of the necessary services required to construct, operate and maintain the Liquefaction Project . Before the Liquefaction Project is operational, the services to be provided include, among other services, obtaining governmental approvals on behalf of SPL, preparing an operating plan for certain periods, obtaining insurance, preparing staffing plans and preparing status reports. After the Liquefaction Project is operational, the services include all necessary services required to operate and maintain the Liquefaction Project . Before the Liquefaction Project is operational, in addition to reimbursement of operating expenses, SPL is required to pay a monthly fee equal to 0.6% of the capital expenditures incurred in the previous month. After substantial completion of each Train, for services performed while the Liquefaction Project is operational, SPL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $83,333 (indexed for inflation) for services with respect to such Train. Cheniere Investments provides the services required under the SPL O&M Agreement pursuant to a secondment agreement with a wholly owned subsidiary of Cheniere. All payments received by Cheniere Investments under the SPL O&M Agreement are required to be remitted to such subsidiary. SPL MSA SPL has entered into a management services agreement (the “SPL MSA”) with Cheniere Terminals pursuant to which Cheniere Terminals manages the construction and operation of the Liquefaction Project , excluding those matters provided for under the SPL O&M Agreement . The services include, among other services, exercising the day-to-day management of SPL’s affairs and business, managing SPL’s regulatory matters, managing bank and brokerage accounts and financial books and records of SPL’s business and operations, entering into financial derivatives on our behalf and providing contract administration services for all contracts associated with the Liquefaction Project . Under the SPL MSA , SPL pays a monthly fee equal to 2.4% of the capital expenditures incurred in the previous month. After substantial completion of each Train, SPL will pay a fixed monthly fee of $541,667 (indexed for inflation) for services with respect to such Train. CTPL O&M Agreement CTPL has entered into an amended long-term operation and maintenance agreement (the “CTPL O&M Agreement”) with Cheniere Investments pursuant to which CTPL receives all necessary services required to operate and maintain the Creole Trail Pipeline . CTPL is required to reimburse the counterparty for its operating expenses, which consist primarily of labor expenses. Cheniere Investments provides the services required under the CTPL O&M Agreement pursuant to a secondment agreement with a wholly owned subsidiary of Cheniere. All payments received by Cheniere Investments under the CTPL O&M Agreement are required to be remitted to such subsidiary. CTPL MSA CTPL has entered into a management services agreement (the “CTPL MSA”) with Cheniere Terminals pursuant to which Cheniere Terminals manages the modification and operation of the Creole Trail Pipeline , excluding those matters provided for under the CTPL O&M Agreement . The services include, among other services, exercising the day-to-day management of CTPL’s affairs and business, managing CTPL’s regulatory matters, managing bank and brokerage accounts and financial books and records of CTPL’s business and operations and providing contract administration services for all contracts associated with the pipeline facilities. Under the CTPL MSA , CTPL pays a monthly fee equal to 3.0% of the capital expenditures to enable bi-directional natural gas flow on the Creole Trail Pipeline incurred in the previous month. LNG Lease Agreement In September 2011, Cheniere Investments entered into an agreement in the form of a lease (the “LNG Lease Agreement”) with Cheniere Marketing that enables Cheniere Investments to supply the Sabine Pass LNG terminal with LNG to maintain proper LNG inventory levels and temperature. The LNG Lease Agreement also enables Cheniere Investments to hedge the exposure to variability in expected future cash flows of the LNG inventory. Under the terms of the LNG Lease Agreement , Cheniere Marketing funds all activities related to the purchase and hedging of the LNG, and Cheniere Investments reimburses Cheniere Marketing for all costs and assumes full price risk associated with these activities. As a result of Cheniere Investments assuming full price risk associated with the LNG Lease Agreement , any LNG inventory purchased by Cheniere Marketing under this arrangement is classified as inventory—affiliate on our Consolidated Balance Sheets. As of March 31, 2016 and December 31, 2015 , we had no LNG inventory—affiliate recorded on our Consolidated Balance Sheets under the LNG Lease Agreement . Agreement to Fund SPLNG’s Cooperative Endeavor Agreements (“CEAs”) SPLNG has executed CEAs with various Cameron Parish, Louisiana taxing authorities that allowed them to collect certain annual property tax payments from SPLNG from 2007 through 2016. This ten -year initiative represented an aggregate commitment of up to $25.0 million in order to aid in their reconstruction efforts following Hurricane Rita. As of March 31, 2016 , SPLNG has fulfilled its aggregate commitment obligations to the various Cameron Parish, Louisiana taxing authorities. In exchange for SPLNG’s advance payments of annual ad valorem taxes, Cameron Parish will grant SPLNG a dollar-for-dollar credit against future ad valorem taxes to be levied against the Sabine Pass LNG terminal starting in 2019. Beginning in September 2007, SPLNG entered into various agreements with Cheniere Marketing, pursuant to which Cheniere Marketing would pay SPLNG additional TUA revenues equal to any and all amounts payable by SPLNG to the Cameron Parish taxing authorities under the CEAs . In exchange for such amounts received as TUA revenues from Cheniere Marketing, SPLNG will make payments to Cheniere Marketing equal to, and in the year the Cameron Parish dollar-for-dollar credit is applied against, ad valorem tax levied on our LNG terminal. On a consolidated basis, these advance tax payments were recorded to other non-current assets, and payments from Cheniere Marketing that SPLNG utilized to make the ad valorem tax payments were recorded as a long-term obligation. As of March 31, 2016 and December 31, 2015 , we had $24.5 million and $22.1 million , respectively, of both other non-current assets resulting from SPLNG’s ad valorem tax payments and non-current liabilities—affiliate resulting from these payments received from Cheniere Marketing. Contracts for Sale and Purchase of Natural Gas and LNG SPLNG is able to sell and purchase natural gas and LNG under agreements with Cheniere Marketing. Under these agreements, SPLNG purchases natural gas or LNG from Cheniere Marketing at a sales price equal to the actual purchase price paid by Cheniere Marketing to suppliers of the natural gas or LNG, plus any third-party costs incurred by Cheniere Marketing with respect to the receipt, purchase and delivery of natural gas or LNG to the Sabine Pass LNG terminal. As a result, SPLNG records the purchases of natural gas and LNG from Cheniere Marketing to be utilized as fuel to operate the Sabine Pass LNG terminal as operating and maintenance expense. SPLNG recorded operating and maintenance expense—affiliate of $0.7 million and $1.6 million in the three months ended March 31, 2016 and 2015 , respectively, for natural gas purchased from Cheniere Marketing under these agreements. SPLNG recorded regasification revenues—affiliate of $0.9 million and $1.3 million in the three months ended March 31, 2016 and 2015 , respectively, for natural gas sold to Cheniere Marketing under these agreements. Tug Boat Lease Sharing Agreement In connection with its tug boat lease, Sabine Pass Tug Services, LLC (“ Tug Services ”), a wholly owned subsidiary of SPLNG, entered into a tug sharing agreement with a wholly owned subsidiary of Cheniere to provide its LNG cargo vessels with tug boat and marine services at the Sabine Pass LNG terminal. Tug Services recorded revenues—affiliate of $0.6 million and $0.7 million pursuant to this agreement in each of the three months ended March 31, 2016 and 2015 , respectively. LNG Terminal Export Agreement In January 2010, SPLNG and Cheniere Marketing entered into an LNG Terminal Export Agreement that provides Cheniere Marketing the ability to export LNG from the Sabine Pass LNG terminal. SPLNG did no t record any revenues associated with this agreement during the three months ended March 31, 2016 and 2015 . State Tax Sharing Agreements In November 2006, SPLNG entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which SPLNG and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, SPLNG will pay to Cheniere an amount equal to the state and local tax that SPLNG would be required to pay if its state and local tax liability were computed on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from SPLNG under this agreement; therefore, Cheniere has not demanded any such payments from SPLNG. The agreement is effective for tax returns due on or after January 1, 2008. In August 2012, SPL entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which SPL and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, SPL will pay to Cheniere an amount equal to the state and local tax that SPL would be required to pay if SPL’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from SPL under this agreement; therefore, Cheniere has not demanded any such payments from SPL. The agreement is effective for tax returns due on or after August 2012. In May 2013, CTPL entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CTPL and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CTPL will pay to Cheniere an amount equal to the state and local tax that CTPL would be required to pay if CTPL’s state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CTPL under this agreement; therefore, Cheniere has not demanded any such payments from CTPL. The agreement is effective for tax returns due on or after May 2013. |
Net Loss per Common Unit
Net Loss per Common Unit | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Unit | NET LOSS PER COMMON UNIT Net income (loss) per common unit for a given period is based on the distributions that will be made to the unitholders with respect to the period plus an allocation of undistributed net income (loss) based on provisions of the partnership agreement, divided by the weighted average number of common units outstanding. Distributions paid by us are presented on the Consolidated Statement of Partners’ Equity. On April 22, 2016 , we declared a $0.425 distribution per common unit and the related distribution to our general partner to be paid on May 13, 2016 to unitholders of record as of May 2, 2016 for the period from January 1, 2016 to March 31, 2016 . The two-class method dictates that net income (loss) for a period be reduced by the amount of available cash that will be distributed with respect to that period and that any residual amount representing undistributed net income be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income as if all of the net income for the period had been distributed in accordance with the partnership agreement. Undistributed income is allocated to participating securities based on the distribution waterfall for available cash specified in the partnership agreement. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units and other participating securities on a pro rata basis based on provisions of the partnership agreement. Historical income (loss) attributable to a company that was purchased from an entity under common control is allocated to the predecessor owner in accordance with the terms of the partnership agreement. Distributions are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. The Class B units were issued at a discount to the market price of the common units into which they are convertible. This discount totaling $2,130.0 million represents a beneficial conversion feature and is reflected as an increase in common and subordinated unitholders’ equity and a decrease in Class B unitholders’ equity to reflect the fair value of the Class B units at issuance on our Consolidated Statement of Partners’ Equity. The beneficial conversion feature is considered a dividend that will be distributed ratably with respect to any Class B unit from its issuance date through its conversion date, resulting in an increase in Class B unitholders’ equity and a decrease in common and subordinated unitholders’ equity. We amortize the beneficial conversion feature assuming a conversion date of June 2017 and August 2017 for Cheniere Holdings’ and Blackstone CQP Holdco ’s Class B units , respectively, although actual conversion may occur prior to or after these assumed dates. We are amortizing using the effective yield method with a weighted average effective yield of 888.7% per year and 966.1% per year for Cheniere Holdings’ and Blackstone CQP Holdco ’s Class B units , respectively. The impact of the beneficial conversion feature is also included in earnings per unit for the three months ended March 31, 2016 and 2015 . The following is a schedule by years, based on the capital structure as of March 31, 2016 , of the anticipated impact to the capital accounts in connection with the amortization of the beneficial conversion feature (in thousands): Common Units Class B Units Subordinated Units 2016 $ (29,565 ) $ 99,685 $ (70,119 ) 2017 (594,426 ) 2,004,209 (1,409,783 ) Under our partnership agreement, the incentive distribution rights (“IDRs”) participate in net income (loss) only to the extent of the amount of cash distributions actually declared, thereby excluding the IDR s from participating in undistributed net income (loss). We did not allocate earnings or losses to IDR holders for the purpose of the two-class method earnings per unit calculation for any of the periods presented. The following table (in thousands, except per unit data) provides a reconciliation of net loss and the allocation of net loss to the common units, the subordinated units and the general partner units for purposes of computing net loss per unit. Limited Partner Units Total Common Units Class B Units Subordinated Units General Partner Units Three Months Ended March 31, 2016 Net loss $ (74,906 ) Declared distributions 24,756 24,261 — — 495 Assumed allocation of undistributed net loss $ (99,662 ) (28,967 ) — (68,702 ) (1,993 ) Assumed allocation of net loss $ (4,706 ) $ — $ (68,702 ) $ (1,498 ) Weighted average units outstanding 57,084 145,333 135,384 Net loss per unit $ (0.08 ) $ — $ (0.51 ) Three Months Ended March 31, 2015 Net loss $ (178,676 ) Declared distributions 24,754 24,259 — — 495 Assumed allocation of undistributed net loss $ (203,430 ) (59,125 ) — (140,236 ) (4,070 ) Assumed allocation of net loss $ (34,866 ) $ — $ (140,236 ) $ (3,575 ) Weighted average units outstanding 57,080 145,333 135,384 Net loss per unit $ (0.61 ) $ — $ (1.04 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table (in thousands) provides supplemental disclosure of cash flow information: Three Months Ended March 31, 2016 2015 Cash paid during the period for interest, net of amounts capitalized and deferred $ 23,903 $ — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $307.3 million and $147.5 million , as of March 31, 2016 and 2015 , respectively. |
Recent Accounting Standards
Recent Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of recent accounting standards that had not been adopted by the Partnership as of March 31, 2016 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted. December 31, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Partnership during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 9—Debt for required disclosures for a change in accounting principle. ASU 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions This standard requires a master limited partnership to allocate net income (losses) of a transferred business entirely to the general partner when computing earnings per unit for periods before the dropdown transaction occurred. This guidance also requires a master limited partnership to disclose the effects of the dropdown transaction on net income (losses) per unit for the periods before and after the dropdown transaction occurred. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy | The accompanying unaudited Consolidated Financial Statements of Cheniere Partners have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results or cash flows. In 2016, we started production at our natural gas liquefaction facilities at the Sabine Pass LNG terminal (the “Liquefaction Project”) . As a result, we introduced a new line item entitled “Cost of sales” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made in the prior period into this new line item. Cost of sales includes costs incurred directly for the production of LNG from the Liquefaction Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the Liquefaction Project , and other related costs to convert natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense, which now includes costs associated with operating and maintaining the Liquefaction Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. LNG revenues include fees that will be received pursuant to our SPAs and related LNG marketing activities. |
Income Tax, Policy | We are not subject to either federal or state income tax, as our partners are taxed individually on their allocable share of our taxable income. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash | Restricted cash consisted of the following (in thousands): March 31, December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ 115,469 $ 77,415 Liquefaction project 177,609 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 108,894 — Total current restricted cash $ 401,972 $ 274,557 Non-current restricted cash SPLNG debt service $ 13,650 $ 13,650 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of March 31, 2016 and December 31, 2015 , inventory consisted of the following (in thousands): March 31, December 31, 2016 2015 Natural gas $ 3,333 $ 5,724 LNG 2,847 3,690 Materials and other 22,363 7,253 Total inventory $ 28,543 $ 16,667 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of LNG terminal costs and fixed assets, as follows (in thousands): March 31, December 31, 2016 2015 LNG terminal costs LNG terminal $ 2,736,918 $ 2,478,036 LNG terminal construction-in-process (1) 10,399,834 9,859,836 LNG site and related costs, net 133 135 Accumulated depreciation (429,060 ) (411,907 ) Total LNG terminal costs, net 12,707,825 11,926,100 Fixed assets Computer and office equipment 1,126 1,126 Furniture and fixtures 1,475 1,375 Computer software 4,198 4,238 Vehicles 2,484 2,081 Machinery and equipment 1,938 1,906 Other 95 93 Accumulated depreciation (5,762 ) (5,317 ) Total fixed assets, net 5,554 5,502 Property, plant and equipment, net $ 12,713,379 $ 11,931,602 (1) As of March 31, 2016 , LNG terminal construction-in-process is presented net of amounts received from the sale of commissioning cargoes because the related costs were capitalized as testing costs for the construction of the Liquefaction Project . |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 , which are classified as other current assets , non-current derivative assets , derivative liabilities or other non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of March 31, 2016 December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total SPL Interest Rate Derivatives liability $ — $ (18,009 ) $ — $ (18,009 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives liability — (9,490 ) — (9,490 ) — — — — Liquefaction Supply Derivatives asset (liability) — (151 ) 30,054 29,903 — (25 ) 32,492 32,467 Natural Gas Derivatives asset — — — — — 39 — 39 |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of March 31, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $30,054 Income Approach Basis Spread $ (0.350) - $0.020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Balance, beginning of period $ 32,492 $ 342 Realized and mark-to-market losses: Included in cost of sales (1) (2,653 ) — Purchases and settlements: Purchases 215 — Settlements (1) — — Balance, end of period $ 30,054 $ 342 Change in unrealized gains relating to instruments still held at end of period $ (2,194 ) $ — (1) Does not include the decrease in fair value of $0.5 million related to the realized gains capitalized during the three months ended March 31, 2016 . |
Derivative Net Presentation on Consolidated Balance Sheets | The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of March 31, 2016 SPL Interest Rate Derivatives $ (18,009 ) $ — $ (18,009 ) CQP Interest Rate Derivatives (9,490 ) — (9,490 ) Liquefaction Supply Derivatives 30,618 (186 ) 30,432 Liquefaction Supply Derivatives (1,668 ) 1,139 (529 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) Natural Gas Derivatives 188 (149 ) 39 |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | March 31, 2016 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets: March 31, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives Total Balance Sheet Location Derivative liabilities $ (6,759 ) $ (4,530 ) $ (11,289 ) $ (5,940 ) $ — $ (5,940 ) Non-current derivative liabilities (11,250 ) (4,960 ) (16,210 ) (2,800 ) — (2,800 ) Total derivative liabilities (18,009 ) (9,490 ) (27,499 ) (8,740 ) — (8,740 ) Derivative liability, net $ (18,009 ) $ (9,490 ) $ (27,499 ) $ (8,740 ) $ — $ (8,740 ) |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 SPL Interest Rates Derivatives loss $ (11,278 ) $ (37,138 ) CQP Interest Rate Derivatives loss (9,530 ) — |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: March 31, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) Natural Gas Derivatives Total Liquefaction Supply Derivatives Natural Gas Derivatives (2) Total Balance Sheet Location Other current assets $ 2,222 $ — $ 2,222 $ 2,737 $ 39 $ 2,776 Non-current derivative assets 28,210 — 28,210 30,304 — 30,304 Total derivative assets 30,432 — 30,432 33,041 39 33,080 Derivative liabilities (529 ) — (529 ) (490 ) — (490 ) Non-current derivative liabilities — — — (84 ) — (84 ) Total derivative liabilities (529 ) — (529 ) (574 ) — (574 ) Derivative asset, net $ 29,903 $ — $ 29,903 $ 32,467 $ 39 $ 32,506 (1) Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of March 31, 2016 . (2) Does not include collateral of $0.4 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, Statement of Operations Location 2016 2015 Liquefaction Supply Derivatives gain Revenues $ 28 $ — Liquefaction Supply Derivatives loss (1) Cost of sales (3,594 ) — Natural Gas Derivatives gain Operating and maintenance expense 174 754 (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Non-Current Assets | As of March 31, 2016 and December 31, 2015 , other non-current assets consisted of the following (in thousands): March 31, December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 19,766 $ 32,049 Advances made to municipalities for water system enhancements 88,151 89,953 Tax-related payments and receivables 25,197 27,615 Information technology service assets 30,156 30,371 Other 57,361 52,043 Total other non-current assets $ 220,631 $ 232,031 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | As of March 31, 2016 and December 31, 2015 , accrued liabilities consisted of the following (in thousands): March 31, December 31, 2016 2015 Interest expense and related debt fees $ 167,400 $ 150,336 Liquefaction Project costs 158,264 66,223 LNG terminal costs 4,230 3,918 Other accrued liabilities 2,394 3,815 Total accrued liabilities $ 332,288 $ 224,292 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of March 31, 2016 and December 31, 2015 , our debt consisted of the following (in thousands): March 31, December 31, 2016 2015 Long-term debt SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) (1) $ 420,000 $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $8,341 and $8,718 2,008,341 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $6,212 and $6,392 1,506,212 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 2015 SPL Credit Facilities 1,505,000 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 450,000 — Unamortized debt issuance costs (2) (155,484 ) (160,356 ) Total long-term debt, net 10,734,069 10,018,325 Current debt 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of $3,130 and $4,303 (3) 1,662,370 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 125,000 15,000 Unamortized debt issuance costs (2) (2,052 ) (2,818 ) Total current debt, net 1,785,318 1,673,379 Total debt, net $ 12,519,387 $ 11,691,704 (1) Must be redeemed or repaid concurrently with the 2016 Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities . (2) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $160.4 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . (3) Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities . |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of March 31, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities Total facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 Outstanding balance 1,505,000 125,000 450,000 Letters of credit issued — 236,459 7,500 Available commitment $ 3,095,000 $ 838,541 $ 2,342,500 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Interest Income and Interest Expense Disclosure | Total interest expense consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Total interest cost $ 192,620 $ 160,086 Capitalized interest (149,168 ) (117,241 ) Total interest expense, net $ 43,452 $ 42,845 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table (in thousands) shows the carrying amount and estimated fair value of our debt: March 31, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes, net of premium or discount (1) $ 10,596,923 $ 10,299,660 $ 10,596,307 $ 9,525,809 CTPL Term Loan, net of discount (2) — — 398,571 400,000 Credit facilities (2) (3) 2,080,000 2,080,000 860,000 860,000 (1) Includes 2016 SPLNG Senior Notes , net of discount; 2020 SPLNG Senior Notes ; 2021 SPL Senior Notes , net of premium; 2022 SPL Senior Notes ; 2023 SPL Senior Notes , net of premium; 2024 SPL Senior Notes and 2025 SPL Senior Notes (collectively, the “Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of our Senior Notes and other similar instruments. (2) The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility and 2016 CQP Credit Facilities . |
Net Loss per Common Unit (Table
Net Loss per Common Unit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Anticipated Beneficial Conversion Feature impact to Capital Accounts | The following is a schedule by years, based on the capital structure as of March 31, 2016 , of the anticipated impact to the capital accounts in connection with the amortization of the beneficial conversion feature (in thousands): Common Units Class B Units Subordinated Units 2016 $ (29,565 ) $ 99,685 $ (70,119 ) 2017 (594,426 ) 2,004,209 (1,409,783 ) |
Schedule of Net Loss per Common Unit | The following table (in thousands, except per unit data) provides a reconciliation of net loss and the allocation of net loss to the common units, the subordinated units and the general partner units for purposes of computing net loss per unit. Limited Partner Units Total Common Units Class B Units Subordinated Units General Partner Units Three Months Ended March 31, 2016 Net loss $ (74,906 ) Declared distributions 24,756 24,261 — — 495 Assumed allocation of undistributed net loss $ (99,662 ) (28,967 ) — (68,702 ) (1,993 ) Assumed allocation of net loss $ (4,706 ) $ — $ (68,702 ) $ (1,498 ) Weighted average units outstanding 57,084 145,333 135,384 Net loss per unit $ (0.08 ) $ — $ (0.51 ) Three Months Ended March 31, 2015 Net loss $ (178,676 ) Declared distributions 24,754 24,259 — — 495 Assumed allocation of undistributed net loss $ (203,430 ) (59,125 ) — (140,236 ) (4,070 ) Assumed allocation of net loss $ (34,866 ) $ — $ (140,236 ) $ (3,575 ) Weighted average units outstanding 57,080 145,333 135,384 Net loss per unit $ (0.61 ) $ — $ (1.04 ) |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Three Months Ended March 31, 2016 2015 Cash paid during the period for interest, net of amounts capitalized and deferred $ 23,903 $ — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of recent accounting standards that had not been adopted by the Partnership as of March 31, 2016 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted. December 31, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Partnership during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 9—Debt for required disclosures for a change in accounting principle. ASU 2015-06, Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions This standard requires a master limited partnership to allocate net income (losses) of a transferred business entirely to the general partner when computing earnings per unit for periods before the dropdown transaction occurred. This guidance also requires a master limited partnership to disclose the effects of the dropdown transaction on net income (losses) per unit for the periods before and after the dropdown transaction occurred. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Unitholders' Equity (Details)
Unitholders' Equity (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
May. 31, 2013USD ($)shares | Mar. 31, 2016Rateitem$ / shares | Dec. 31, 2012USD ($) | |
Maximum [Member] | |||
Other Ownership Interests [Line Items] | |||
Number of days after quarter end distribution is paid | 45 days | ||
Common Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Distributions Per Limited Partnership Unit Outstanding, Basic | $ / shares | $ 0.425 | ||
General Partner [Member] | Minimum [Member] | |||
Other Ownership Interests [Line Items] | |||
Distributions entitled by General Partner, Percentage | 2.00% | ||
Incentive Distribution, Quarterly Distribution Additional Target Percentage | 15.00% | ||
General Partner [Member] | Maximum [Member] | |||
Other Ownership Interests [Line Items] | |||
Incentive Distribution, Quarterly Distribution Additional Target Percentage | 50.00% | ||
Class B Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Partnership Units, Conversion Ratio, Quarterly Compounded Rate | 0.035 | ||
Class B Units [Member] | Maximum [Member] | |||
Other Ownership Interests [Line Items] | |||
Expected conversion period of Class B units to common units after substantial completion date of Train 3 | 90 days | ||
Class B Unit Financing [Member] | |||
Other Ownership Interests [Line Items] | |||
Number of Liquefaction LNG Trains | item | 2 | ||
Blackstone [Member] | Class B Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Proceeds from sale of partnership common and general partner units | $ | $ 1,500 | ||
Partnership Units, Accreted Conversion Ratio | Rate | 1.65 | ||
Cheniere [Member] | Class B Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Proceeds from sale of partnership common and general partner units | $ | $ 180 | $ 500 | |
Additional units purchased, shares | shares | 12 | ||
Cheniere Holdings [Member] | Class B Units [Member] | |||
Other Ownership Interests [Line Items] | |||
Partnership Units, Accreted Conversion Ratio | Rate | 1.68 |
Restricted Cash (Details)
Restricted Cash (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)Rateitem | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 401,972,000 | $ 274,557,000 | |
Non-current restricted cash | 13,650,000 | 13,650,000 | |
Partners' Capital Account, Distributions | 24,756,000 | ||
SPLNG Debt Service And Interest Payment [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 115,469,000 | 77,415,000 | |
Liquefaction Project [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 177,609,000 | 189,260,000 | |
CTPL Construction And Interest Payment [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 0 | 7,882,000 | |
CQP And Cash Held By Guarantor Subsidiaries [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 108,894,000 | 0 | |
SPLNG Debt Service [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Non-current restricted cash | $ 13,650,000 | $ 13,650,000 | |
2016 CQP Credit Facilities [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.15 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 | ||
SPLNG [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Partners' Capital Account, Distributions | $ 63,400,000 | $ 70,800,000 | |
SPLNG [Member] | SPLNG Senior Notes [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Debt Instrument, Number Of Months' Interest Required To Be On Deposit Per Months Elapsed Since Last Interest Payment For Distribution | item | 1 | ||
Debt Instrument, Number of Semi-Annual Interest Payments Required To Be On Deposit In Permanent Debt Service FundFor Distribution | item | 1 | ||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 2 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Total inventory | $ 28,543 | $ 16,667 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Total inventory | 3,333 | 5,724 |
LNG [Member] | ||
Inventory [Line Items] | ||
Total inventory | 2,847 | 3,690 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Total inventory | $ 22,363 | $ 7,253 |
Property, Plant and Equipment34
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 12,713,379 | $ 11,931,602 | |
LNG terminal costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (429,060) | (411,907) | |
Property, plant and equipment, net | 12,707,825 | 11,926,100 | |
LNG terminal [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,736,918 | 2,478,036 | |
LNG terminal construction-in-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | [1] | 10,399,834 | 9,859,836 |
LNG site and related costs, net [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 133 | 135 | |
Fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (5,762) | (5,317) | |
Property, plant and equipment, net | 5,554 | 5,502 | |
Computer and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,126 | 1,126 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,475 | 1,375 | |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,198 | 4,238 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,484 | 2,081 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,938 | 1,906 | |
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 95 | $ 93 | |
[1] | As of March 31, 2016, LNG terminal construction-in-process is presented net of amounts received from the sale of commissioning cargoes because the related costs were capitalized as testing costs for the construction of the Liquefaction Project. |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) MMBTU in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)MMBTU | Mar. 31, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Asset Transfers into Level 3 | $ 0 | $ 0 | |
Asset Transfers out of Level 3 | 0 | $ 0 | |
2015 SPL Credit Facilities [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,600,000,000 | ||
Liquefaction Supply Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | MMBTU | 1,134.9 | ||
Liquefaction Supply Derivatives [Member] | Minimum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Term of Contract | 1 year | ||
Liquefaction Supply Derivatives [Member] | Maximum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Term of Contract | 7 years | ||
Natural Gas Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | 0 | ||
Derivative, Collateral, Right to Reclaim Cash | $ 0 | ||
SPL [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Energy Units Secured Through Long-Term Purchase Agreements | MMBTU | 2,047.9 | ||
SPL [Member] | 2015 SPL Credit Facilities [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,600,000,000 | ||
SPL [Member] | SPL Previous Credit Facilities [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Line of Credit Facility, Decrease, Net | $ 1,800,000,000 | ||
SPL [Member] | SPL Interest Rate Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Loss, Net | $ 34,700,000 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
SPL Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (18,009) | $ (8,740) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (18,009) | (8,740) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CQP Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (9,490) | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (9,490) | 0 |
CQP Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 29,903 | 32,467 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (151) | (25) |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 30,054 | 32,492 |
Natural Gas Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 39 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 39 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 |
Derivative Instruments - Fair37
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 29,903,000 | $ 32,467,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 30,054,000 | $ 32,492,000 |
Valuation Techniques | Income Approach | |
Significant Unobservable Input | Basis Spread | |
Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Input Range | $ (0.350) | |
Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Input Range | $ 0.020 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Activity (Details) - Liquefaction Supply Derivatives [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 32,492 | $ 342 | |
Realized and mark-to-market losses: | |||
Included in cost of sales | [1] | (2,653) | 0 |
Purchases and settlements: | |||
Purchases | 215 | 0 | |
Settlements | [1] | 0 | 0 |
Balance, end of period | 30,054 | 342 | |
Change in unrealized gains relating to instruments still held at end of period | (2,194) | $ 0 | |
Decrease in Fair Value Realized and Capitalized During Period | $ 500 | ||
[1] | Does not include the decrease in fair value of $0.5 million related to the realized gains capitalized during the three months ended March 31, 2016. |
Derivative Instruments - Sche39
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
SPL Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 20 |
Effective Date | Aug. 14, 2012 |
Maturity Date | Jul. 31, 2019 |
Weighted Average Fixed Interest Rate Paid | 1.98% |
Variable Interest Rate Received | One-month LIBOR |
SPL Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 628.8 |
CQP Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 225 |
Effective Date | Mar. 22, 2016 |
Maturity Date | Feb. 29, 2020 |
Weighted Average Fixed Interest Rate Paid | 1.19% |
Variable Interest Rate Received | One-month LIBOR |
CQP Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 1,300 |
Derivative Instruments - Fair40
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | ||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative assets | $ 28,210,000 | $ 30,304,000 | ||
Derivative liabilities | (11,818,000) | (6,430,000) | ||
Non-current derivative liabilities | (16,210,000) | (2,884,000) | ||
Interest Rate Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative liabilities | (27,499,000) | (8,740,000) | ||
Derivative asset (liability), net | (27,499,000) | (8,740,000) | ||
Interest Rate Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | (11,289,000) | (5,940,000) | ||
Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | (16,210,000) | (2,800,000) | ||
SPL Interest Rate Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative liabilities | (18,009,000) | (8,740,000) | ||
Derivative asset (liability), net | (18,009,000) | (8,740,000) | ||
SPL Interest Rate Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | (6,759,000) | (5,940,000) | ||
SPL Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | (11,250,000) | (2,800,000) | ||
CQP Interest Rate Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative liabilities | (9,490,000) | 0 | ||
Derivative asset (liability), net | (9,490,000) | 0 | ||
CQP Interest Rate Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | (4,530,000) | 0 | ||
CQP Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | (4,960,000) | 0 | ||
Commodity Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative assets | 30,432,000 | 33,080,000 | ||
Total derivative liabilities | (529,000) | (574,000) | ||
Derivative asset (liability), net | 29,903,000 | 32,506,000 | ||
Commodity Derivatives [Member] | Other current assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Other current assets | 2,222,000 | 2,776,000 | ||
Commodity Derivatives [Member] | Non-current derivative assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative assets | 28,210,000 | 30,304,000 | ||
Commodity Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | (529,000) | (490,000) | ||
Commodity Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | 0 | (84,000) | ||
Liquefaction Supply Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative assets | 30,432,000 | [1] | 33,041,000 | |
Total derivative liabilities | (529,000) | [1] | (574,000) | |
Derivative asset (liability), net | 29,903,000 | [1] | 32,467,000 | |
Liquefaction Supply Derivatives [Member] | Other current assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Other current assets | 2,222,000 | [1] | 2,737,000 | |
Derivative, Collateral, Right to Reclaim Cash | 1,500,000 | |||
Liquefaction Supply Derivatives [Member] | Non-current derivative assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative assets | 28,210,000 | [1] | 30,304,000 | |
Liquefaction Supply Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | (529,000) | [1] | (490,000) | |
Liquefaction Supply Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | 0 | [1] | (84,000) | |
Natural Gas Derivatives [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivative assets | 0 | 39,000 | [2] | |
Total derivative liabilities | 0 | 0 | [2] | |
Derivative asset (liability), net | 0 | 39,000 | [2] | |
Derivative, Collateral, Right to Reclaim Cash | 0 | |||
Natural Gas Derivatives [Member] | Other current assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Other current assets | 0 | 39,000 | [2] | |
Derivative, Collateral, Right to Reclaim Cash | 400,000 | |||
Natural Gas Derivatives [Member] | Non-current derivative assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative assets | 0 | 0 | [2] | |
Natural Gas Derivatives [Member] | Derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | 0 | 0 | [2] | |
Natural Gas Derivatives [Member] | Non-current derivative liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Non-current derivative liabilities | $ 0 | $ 0 | [2] | |
[1] | Does not include collateral of $1.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of March 31, 2016. | |||
[2] | Does not include collateral of $0.4 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
SPL Interest Rate Derivatives [Member] | Derivative loss, net [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (11,278) | $ (37,138) | |
CQP Interest Rate Derivatives [Member] | Derivative loss, net [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | (9,530) | 0 | |
Liquefaction Supply Derivatives [Member] | Revenues [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | 28 | 0 | |
Liquefaction Supply Derivatives [Member] | Cost of Sales [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | [1] | (3,594) | 0 |
Natural Gas Derivatives [Member] | Operating and maintenance expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ 174 | $ 754 | |
[1] | Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Presentation Table (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
SPL Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | $ (18,009) | $ (8,740) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (18,009) | (8,740) |
CQP Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (9,490) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheet | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (9,490) | |
Liquefaction Supply Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 30,618 | 33,636 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheet | (186) | (595) |
Derivative Assets (Liabilities), at Fair Value, Net | 30,432 | 33,041 |
Liquefaction Supply Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (1,668) | (574) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheet | 1,139 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (529) | (574) |
Natural Gas Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 188 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheet | (149) | |
Derivative Assets (Liabilities), at Fair Value, Net | $ 39 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 19,766 | $ 32,049 |
Advances made to municipalities for water system enhancements | 88,151 | 89,953 |
Tax-related payments and receivables | 25,197 | 27,615 |
Information Technology Service Assets | 30,156 | 30,371 |
Other | 57,361 | 52,043 |
Total other non-current assets | $ 220,631 | $ 232,031 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Interest expense and related debt fees | $ 167,400 | $ 150,336 |
Liquefaction Project costs | 158,264 | 66,223 |
LNG terminal costs | 4,230 | 3,918 |
Other accrued liabilities | 2,394 | 3,815 |
Total accrued liabilities | $ 332,288 | $ 224,292 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 10,734,069,000 | $ 10,018,325,000 | |
Unamortized Debt Issuance Costs, Noncurrent | [1] | (155,484,000) | (160,356,000) |
Current Debt, Net | 1,785,318,000 | 1,673,379,000 | |
Unamortized Debt Issuance Costs, Current | [1] | (2,052,000) | (2,818,000) |
Total Debt, Net | 12,519,387,000 | 11,691,704,000 | |
2020 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | [2] | $ 420,000,000 | 420,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
2021 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 2,008,341,000 | 2,008,718,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 8,341,000 | 8,718,000 | |
2022 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,000,000,000 | 1,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
2023 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,506,212,000 | 1,506,392,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 6,212,000 | 6,392,000 | |
2024 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||
2025 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
2015 SPL Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | $ 1,505,000,000 | 845,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 4,600,000,000 | ||
CTPL Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | 0 | 398,571,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 400 | ||
Debt Instrument, Unamortized Discount | 0 | 1,429,000 | |
2016 CQP Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Net | 450,000,000 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | 2,800,000,000 | ||
2016 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, Net | [3] | $ 1,662,370,000 | 1,661,197,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
Debt Instrument, Unamortized Discount | $ 3,130,000 | 4,303,000 | |
Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, Net | 125,000,000 | $ 15,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | ||
[1] | Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $160.4 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015. | ||
[2] | Must be redeemed or repaid concurrently with the 2016 Senior Notes under the terms of the 2016 CQP Credit Facilities if the obligations under the 2016 Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities. | ||
[3] | Matures on November 30, 2016. We currently anticipate satisfying this obligation with borrowings under the 2016 CQP Credit Facilities. |
Debt - Debt Issuances and Redem
Debt - Debt Issuances and Redemptions (Details) | 1 Months Ended | 3 Months Ended | |||
Feb. 29, 2016USD ($) | Mar. 31, 2016USD ($)Rate | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | ||
Line of Credit Facility [Line Items] | |||||
Repayments of Long-term Debt | $ 415,000,000 | $ 0 | |||
Debt Issuance Costs, Line of Credit Arrangements, Gross | 172,959,000 | $ 132,091,000 | |||
Loss on early extinguishment of debt | 1,457,000 | $ 88,992,000 | |||
2016 CQP Credit Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 | ||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | ||||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |||
Debt Instrument, Interest Rate, Increase | 0.50% | ||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 48,700,000 | ||||
Line of Credit Facility, Commitment Fee Percentage | 40.00% | ||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.15 | ||||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |||
2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |||
2016 CQP Credit Facilities [Member] | Base Rate [Member] | Base Rate Determination Federal Funds Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
2016 CQP Credit Facilities [Member] | Base Rate [Member] | Base Rate Determination LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
2016 CQP Credit Facilities [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percentage of Debt Hedged by Interest Rate Derivatives | 50.00% | ||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.55 | ||||
2016 CQP Credit Facilities - CTPL Tranche Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450,000,000 | ||||
2016 CQP Credit Facilities - SPLNG Tranche Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,100,000,000 | ||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | 21,500,000 | ||||
2016 CQP Credit Facilities - Debt Service Reserve Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | ||||
2016 CQP Credit Facilities - Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | ||||
2016 CQP Credit Facilities - Letter of Credit [Member] | Portion issued and not drawn [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Increase | 0.50% | ||||
Line of Credit Facility, Commitment Fee Percentage | 2.25% | ||||
CTPL Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400 | ||||
Repayments of Long-term Debt | $ 400,000,000 | ||||
Loss on early extinguishment of debt | $ 1,457,000 | ||||
SPLNG Senior Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Debt, Gross | $ 2,100,000,000 | ||||
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 10,734,069,000 | $ 10,018,325,000 | |
Outstanding balance, current | 1,785,318,000 | 1,673,379,000 | |
2015 SPL Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Total facility size | 4,600,000,000 | ||
Outstanding balance | 1,505,000,000 | 845,000,000 | |
Letters of credit issued | 0 | ||
Available commitment | $ 3,095,000,000 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date | ||
2015 SPL Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2015 SPL Credit Facilities [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||
2015 SPL Credit Facilities [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total facility size | $ 1,200,000,000 | ||
Outstanding balance, current | 125,000,000 | 15,000,000 | |
Letters of credit issued | 236,459,000 | ||
Available commitment | $ 838,541,000 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 31, 2020, with various terms for underlying loans | ||
Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Working Capital Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
2016 CQP Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Total facility size | $ 2,800,000,000 | ||
Outstanding balance | 450,000,000 | $ 0 | |
Letters of credit issued | 7,500,000 | ||
Available commitment | $ 2,342,500,000 | ||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |
Debt Instrument, Interest Rate, Increase | 0.50% | ||
Debt Instrument, Maturity Date, Description | February 25, 2020, with principals due quarterly commencing on February 19, 2019 | ||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |
2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Total interest cost | $ 192,620 | $ 160,086 |
Capitalized interest | (149,168) | (117,241) |
Total interest expense, net | $ 43,452 | $ 42,845 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 12,519,387 | $ 11,691,704 | |
Senior Notes, net of premium or discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 10,596,923 | 10,596,307 |
Senior Notes, net of premium or discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 10,299,660 | 9,525,809 |
CTPL Term Loan, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 0 | 398,571 |
CTPL Term Loan, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Loans Payable, Fair Value Disclosure | [2] | 0 | 400,000 |
Credit facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2],[3] | 2,080,000 | 860,000 |
Credit facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [2],[3] | $ 2,080,000 | $ 860,000 |
[1] | Includes 2016 SPLNG Senior Notes, net of discount; 2020 SPLNG Senior Notes; 2021 SPL Senior Notes, net of premium; 2022 SPL Senior Notes; 2023 SPL Senior Notes, net of premium; 2024 SPL Senior Notes and 2025 SPL Senior Notes (collectively, the “Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of our Senior Notes and other similar instruments. | ||
[2] | The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. | ||
[3] | Includes 2015 SPL Credit Facilities, SPL Working Capital Facility and 2016 CQP Credit Facilities. |
Related Party Transactions - LN
Related Party Transactions - LNG Terminal Capacity Agreements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
May. 31, 2015trains | Mar. 31, 2016USD ($)bcf / d$ / MMBTU | Mar. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Operating and maintenance expense | $ 17,385 | $ 30,540 | |
Regasification revenues—affiliate | $ 1,635 | 812 | |
SPL [Member] | LNG Terminal Capacity Agreements [Member] | SPLNG [Member] | |||
Related Party Transaction [Line Items] | |||
Regasification Capacity | bcf / d | 2 | ||
Related Party Transaction, Committed Annual Fee | $ 250,000 | ||
Related Party Agreement Term | 20 years | ||
Operating and maintenance expense | $ 300 | 17,800 | |
SPL [Member] | Commissioning Agreement [Member] | Cheniere Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Number of Liquefaction LNG Trains Subject To In Agreement | trains | 4 | ||
Cheniere Marketing [Member] | LNG Terminal Capacity Agreements [Member] | Cheniere Investments [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds (Payments) of Gross Margin Earned, Percentage | 80.00% | ||
Regasification revenues—affiliate | $ 0 | $ 0 | |
Cheniere Marketing [Member] | LNG Sale and Purchase Agreement [Member] | SPL [Member] | |||
Related Party Transaction [Line Items] | |||
Incremental LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | ||
Incremental LNG Volume, Purchase Price Per MMBtu | $ / MMBTU | 3 |
Related Party Transactions - Se
Related Party Transactions - Service Agreements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Advances to Affiliate Current | $ 29,356,000 | $ 39,836,000 | |
General and administrative expense—affiliate | 22,198,000 | $ 21,597,000 | |
Operating and maintenance expense—affiliate | 10,830,000 | 4,773,000 | |
Service Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Advances to Affiliate Current | 29,400,000 | $ 39,800,000 | |
General and administrative expense—affiliate | 22,200,000 | 21,600,000 | |
Operating and maintenance expense—affiliate | 10,800,000 | $ 4,800,000 | |
Cheniere Partners Services Agreement [Member] | Cheniere Terminals [Member] | |||
Related Party Transaction [Line Items] | |||
Quarterly non-accountable overhead reimbursement charge | 2,800,000 | ||
SPLNG [Member] | Operation and Maintenance Agreement [Member] | Cheniere Investments [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Committed Monthly Fee | $ 130,000 | ||
Related Party Transaction, Bonus Percentage of Salary Entitled Upon Meeting Certain Criteria | 50.00% | ||
SPLNG [Member] | Management Services Agreement [Member] | Cheniere Terminals [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Committed Monthly Fee | $ 520,000 | ||
SPL [Member] | Operation and Maintenance Agreement [Member] | Cheniere Investments [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly fee as a percentage of capital expenditures incurred in the previous month | 0.60% | ||
Related Party Transaction, Committed Monthly Fee | $ 83,333 | ||
SPL [Member] | Management Services Agreement [Member] | Cheniere Terminals [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly fee as a percentage of capital expenditures incurred in the previous month | 2.40% | ||
Related Party Transaction, Committed Monthly Fee | $ 541,667 | ||
CTPL [Member] | Management Services Agreement [Member] | Cheniere Terminals [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly fee as a percentage of capital expenditures incurred in the previous month | 3.00% |
Related Party Transactions - Ot
Related Party Transactions - Other Agreements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Regasification revenues—affiliate | $ 1,635,000 | $ 812,000 | |
Cheniere Investments [Member] | LNG Lease Agreement [Member] | Cheniere Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
LNG inventory related party | $ 0 | $ 0 | |
SPLNG [Member] | Cooperative Endeavor Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Tax Initiative Agreement Term | 10 years | ||
SPLNG [Member] | Cooperative Endeavor Agreements [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Aggregate commitment under the Agreement | $ 25,000,000 | ||
SPLNG [Member] | Cooperative Endeavor Agreements [Member] | Cheniere Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Advance ad valorem tax payments | 24,500,000 | $ 22,100,000 | |
SPLNG [Member] | Contracts for Sale and Purchase of Natural Gas and LNG [Member] | Cheniere Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Operating and Maintenance Expense—affiliate | 700,000 | 1,600,000 | |
Regasification revenues—affiliate | 900,000 | 1,300,000 | |
SPLNG [Member] | LNG Terminal Export Agreement [Member] | Cheniere Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Regasification revenues—affiliate | 0 | 0 | |
SPLNG [Member] | Tax Sharing Agreement [Member] | Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Income Taxes Paid, Net | 0 | ||
Tug Services [Member] | Tug Boat Lease Sharing Agreement [Member] | Wholly owned subsidiary of Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Regasification revenues—affiliate | 600,000 | $ 700,000 | |
SPL [Member] | Tax Sharing Agreement [Member] | Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Income Taxes Paid, Net | 0 | ||
CTPL [Member] | Tax Sharing Agreement [Member] | Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Income Taxes Paid, Net | $ 0 |
Net Loss per Common Unit - Narr
Net Loss per Common Unit - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 22, 2016 | Mar. 31, 2016 |
Class B Units [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Discount upon issuance of Class B units representing beneficial conversion feature | $ 2,130 | |
Cheniere Holdings [Member] | Class B Units [Member] | Effective Yield Method [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Amortization of Beneficial Conversion Feature of Class B Units | 888.70% | |
Blackstone [Member] | Class B Units [Member] | Effective Yield Method [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Amortization of Beneficial Conversion Feature of Class B Units | 966.10% | |
Subsequent Event [Member] | Common Units [Member] | ||
Distribution Made to Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0.425 |
Net Loss per Common Unit - Sche
Net Loss per Common Unit - Schedule of Anticipated Beneficial Conversion Feature impact to Capital Accounts (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Common Units [Member] | |
Schedule of Anticipated Beneficial Conversion Feature impact to Capital Accounts [Line Items] | |
2,016 | $ (29,565) |
2,017 | (594,426) |
Class B Units [Member] | |
Schedule of Anticipated Beneficial Conversion Feature impact to Capital Accounts [Line Items] | |
2,016 | 99,685 |
2,017 | 2,004,209 |
Subordinated Units [Member] | |
Schedule of Anticipated Beneficial Conversion Feature impact to Capital Accounts [Line Items] | |
2,016 | (70,119) |
2,017 | $ (1,409,783) |
Net Loss per Common Unit - Sc55
Net Loss per Common Unit - Schedule of Net Loss per Unit and Allocation of Distribution (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (74,906) | $ (178,676) |
Declared distributions | 24,756 | 24,754 |
Assumed allocation of undistributed net loss | $ (99,662) | $ (203,430) |
Weighted average units outstanding | 57,084 | 57,080 |
Net loss per unit | $ (0.08) | $ (0.61) |
Common Units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (21,772) | |
Declared distributions | 24,261 | $ 24,259 |
Assumed allocation of undistributed net loss | (28,967) | (59,125) |
Assumed allocation of net loss | $ (4,706) | $ (34,866) |
Weighted average units outstanding | 57,084 | 57,080 |
Net loss per unit | $ (0.08) | $ (0.61) |
Class B Units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ 0 | |
Declared distributions | 0 | $ 0 |
Assumed allocation of undistributed net loss | 0 | 0 |
Assumed allocation of net loss | $ 0 | $ 0 |
Weighted average units outstanding | 145,333 | 145,333 |
Net loss per unit | $ 0 | $ 0 |
Subordinated Units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (51,636) | |
Declared distributions | 0 | $ 0 |
Assumed allocation of undistributed net loss | (68,702) | (140,236) |
Assumed allocation of net loss | $ (68,702) | $ (140,236) |
Weighted average units outstanding | 135,384 | 135,384 |
Net loss per unit | $ (0.51) | $ (1.04) |
General Partner [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (1,498) | |
Declared distributions | 495 | $ 495 |
Assumed allocation of undistributed net loss | (1,993) | (4,070) |
Assumed allocation of net loss | $ (1,498) | $ (3,575) |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest, net of amounts capitalized and deferred | $ 23,903 | $ 0 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) | $ 307,300 | $ 147,500 |