Debt | DEBT As of June 30, 2017 and December 31, 2016 , our debt consisted of the following (in millions): June 30, December 31, 2017 2016 Long-term debt 5.625% Senior Secured Notes due 2021 (“2021 Senior Notes”), net of unamortized premium of $6 and $7 $ 2,006 $ 2,007 6.25% Senior Secured Notes due 2022 (“2022 Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 Senior Notes”), net of unamortized premium of $5 and $6 1,505 1,506 5.75% Senior Secured Notes due 2024 (“2024 Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 Senior Notes”), net of unamortized discount of $1 and zero 1,349 — 5.00% Senior Secured Notes due 2037 (“2037 Senior Notes”) 800 — 2015 Credit Facilities — 314 Unamortized debt issuance costs (195 ) (178 ) Total long-term debt, net 13,465 11,649 Current debt $1.2 billion Working Capital Facility (“Working Capital Facility”) — 224 Total debt, net $ 13,465 $ 11,873 2017 Debt Issuances and Redemptions Senior Notes In February 2017, we issued an aggregate principal amount of $800 million of the 2037 Senior Notes on a private placement basis in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended. In March 2017, we issued an aggregate principal amount of $1.35 billion , before discount, of the 2028 Senior Notes . Net proceeds of the offerings of the 2037 Senior Notes and the 2028 Senior Notes were $789 million and $1.33 billion , respectively, after deducting the initial purchasers’ commissions (for the 2028 Senior Notes ) and estimated fees and expenses. The net proceeds of the 2037 Senior Notes , after provisioning for incremental interest required during construction, were used to repay the then outstanding borrowings of $369 million under the 2015 Credit Facilities and, along with the net proceeds of the 2028 Senior Notes , the remainder is being used to pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the Liquefaction Project in lieu of the terminated portion of the commitments under the 2015 Credit Facilities . In connection with the issuance of the 2037 Senior Notes and the 2028 Senior Notes , we terminated the remaining available balance of $1.6 billion under the 2015 Credit Facilities , resulting in a write-off of debt issuance costs associated with the 2015 Credit Facilities of $42 million during the six months ended June 30, 2017 . The 2037 Senior Notes and the 2028 Senior Notes accrue interest at fixed rates of 5.00% and 4.200% , respectively, and interest is payable semi-annually in arrears. The terms of the 2037 Senior Notes are governed by an indenture which contains customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of our restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of our assets and enter into certain LNG sales contracts. The 2028 Senior Notes are governed by the same common indenture as our senior notes other than the 2037 Senior Notes , which also contains customary terms and events of default, covenants and redemption terms. At any time prior to six months before the respective dates of maturity of the 2037 Senior Notes and the 2028 Senior Notes , we may redeem all or part of such notes at a redemption price equal to the “optional redemption” price for the 2037 Senior Notes or the “make-whole” price for the 2028 Senior Notes , as set forth in the respective indentures governing the notes, plus accrued and unpaid interest, if any, to the date of redemption. We may also, at any time within six months of the respective maturity dates for the 2037 Senior Notes and the 2028 Senior Notes , redeem all or part of such notes at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Credit Facilities Below is a summary (in millions) of our Working Capital Facility as of June 30, 2017 : Working Capital Facility Original facility size $ 1,200 Outstanding balance — Letters of credit issued 366 Available commitment $ 834 Interest rate LIBOR plus 1.75% or base rate plus 0.75% Maturity date December 31, 2020, with various terms for underlying loans Interest Expense Total interest expense consisted of the following (in millions): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Total interest cost $ 197 $ 153 $ 383 $ 300 Capitalized interest (70 ) (126 ) (151 ) (267 ) Total interest expense, net $ 127 $ 27 $ 232 $ 33 Fair Value Disclosures The following table (in millions) shows the carrying amount and estimated fair value of our debt: June 30, 2017 December 31, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior notes, net of premium or discount (1) $ 12,860 $ 14,040 $ 11,513 $ 12,309 2037 Senior Notes (2) 800 860 — — Credit facilities (3) — — 538 538 (1) Includes 2021 Senior Notes , 2022 Senior Notes , 2023 Senior Notes , 2024 Senior Notes , 2025 Senior Notes , 2026 Senior Notes , 2027 Senior Notes and 2028 Senior Notes . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. (2) The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. (3) Includes 2015 Credit Facilities and Working Capital Facility . 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. |