Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Cheniere Corpus Christi Holdings, LLC |
Entity Central Index Key | 1,693,317 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Document Type | 10-K |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | shares | 0 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Public Float | $ | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Restricted cash | 226,559 | 197,201 |
Advances to affiliate | 31,486 | 20,108 |
Other current assets | 1,494 | 37,195 |
Other current assets—affiliate | 190 | 141 |
Total current assets | 259,729 | 254,645 |
Non-current restricted cash | 0 | 73,339 |
Property, plant and equipment, net | 8,261,383 | 6,076,672 |
Debt issuance and deferred financing costs, net | 98,175 | 155,847 |
Non-current advances under long-term contracts | 0 | 46,398 |
Other non-current assets, net | 40,593 | 29,547 |
Total assets | 8,659,880 | 6,636,448 |
Current liabilities | ||
Accounts payable | 6,461 | 9,120 |
Accrued liabilities | 258,060 | 137,648 |
Due to affiliates | 23,789 | 7,050 |
Derivative liabilities | 19,609 | 43,383 |
Total current liabilities | 307,919 | 197,201 |
Long-term debt, net | 6,669,476 | 5,081,715 |
Non-current derivative liabilities | 15,209 | 43,105 |
Other non-current liabilities—affiliate | 0 | 618 |
Commitments and contingencies (see Note 11) | ||
Member’s equity | 1,667,276 | 1,313,809 |
Total liabilities and member’s equity | $ 8,659,880 | $ 6,636,448 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | |||||||||||
Operating and maintenance expense | 3,115 | 1,372 | 572 | ||||||||
Operating and maintenance expense—affiliate | 2,401 | 95 | 0 | ||||||||
Development expense (recovery) | 516 | (81) | 13,690 | ||||||||
Development expense (recovery)—affiliate | 8 | (10) | 5,525 | ||||||||
General and administrative expense | 5,551 | 4,240 | 3,189 | ||||||||
General and administrative expense—affiliate | 1,173 | 607 | 13 | ||||||||
Depreciation and amortization expense | 892 | 249 | 55 | ||||||||
Impairment expense and loss on disposal of assets | 5,505 | 0 | 0 | ||||||||
Total expenses | 19,161 | 6,472 | 23,044 | ||||||||
Loss from operations | (7,728) | (5,576) | (3,138) | (2,719) | (2,258) | (1,809) | (1,672) | (733) | (19,161) | (6,472) | (23,044) |
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | 0 | 0 | (25,680) | ||||||||
Loss on early extinguishment of debt | (32,480) | (63,318) | (16,498) | ||||||||
Derivative gain (loss), net | 3,249 | (15,571) | (161,917) | ||||||||
Other income (expense) | (260) | (126) | 42 | ||||||||
Total other expense | (29,491) | (79,015) | (204,053) | ||||||||
Net loss | $ 30,440 | $ (8,577) | $ (68,758) | $ (1,757) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ (48,652) | $ (85,487) | $ (227,097) |
Consolidated Statements of Memb
Consolidated Statements of Member's Equity - USD ($) $ in Thousands | Total | Cheniere CCH HoldCo I, LLC [Member] |
Member's equity, beginning of period at Dec. 31, 2014 | $ 65,532 | $ 65,532 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital contributions | 1,560,915 | 1,560,915 |
Distribution to affiliate | 0 | |
Net loss | (227,097) | (227,097) |
Member's equity, end of period at Dec. 31, 2015 | 1,399,350 | 1,399,350 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital contributions | 91 | 91 |
Noncash capital contribution from affiliate | 143 | 143 |
Distribution to affiliate | (288) | (288) |
Net loss | (85,487) | (85,487) |
Member's equity, end of period at Dec. 31, 2016 | 1,313,809 | 1,313,809 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Capital contributions | 402,119 | 402,119 |
Distribution to affiliate | 0 | |
Net loss | (48,652) | (48,652) |
Member's equity, end of period at Dec. 31, 2017 | $ 1,667,276 | $ 1,667,276 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (48,652) | $ (85,487) | $ (227,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 892 | 249 | 55 |
Amortization of debt issuance costs, net of capitalization | 0 | 0 | 6,340 |
Loss on early extinguishment of debt | 32,480 | 63,318 | 16,498 |
Total losses (gains) on derivatives, net | (3,158) | 15,571 | 161,917 |
Net cash used for settlement of derivative instruments | (50,981) | (34,082) | (56,918) |
Impairment expense and loss on disposal of assets | 5,505 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued liabilities | 152 | 415 | 1,002 |
Due to affiliates | 1,567 | (331) | 275 |
Advances to affiliate | 0 | 0 | (10,073) |
Other, net | (1,454) | (745) | 301 |
Other, net—affiliate | (667) | 13 | 498 |
Net cash used in operating activities | (64,316) | (41,079) | (107,202) |
Cash flows from investing activities | |||
Property, plant and equipment, net | (1,987,254) | (2,051,530) | (3,820,947) |
Other | 25,045 | (44,367) | (18,468) |
Net cash used in investing activities | (1,962,209) | (2,095,897) | (3,839,415) |
Cash flows from financing activities | |||
Proceeds from issuances of debt | 3,040,000 | 4,838,000 | 2,713,000 |
Repayments of debt | (1,436,050) | (2,420,212) | 0 |
Debt issuance and deferred financing costs | (23,496) | (56,783) | (280,528) |
Capital contributions | 402,119 | 91 | 1,560,915 |
Distributions | 0 | (288) | 0 |
Other | (29) | (62) | 0 |
Net cash provided by financing activities | 1,982,544 | 2,360,746 | 3,993,387 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (43,981) | 223,770 | 46,770 |
Cash, cash equivalents and restricted cash—beginning of period | 270,540 | 46,770 | 0 |
Cash, cash equivalents and restricted cash—end of period | $ 226,559 | $ 270,540 | $ 46,770 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Balances per Consolidated Balance Sheets: | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Restricted cash | 226,559 | 197,201 | ||
Non-current restricted cash | 0 | 73,339 | ||
Total cash, cash equivalents and restricted cash | $ 226,559 | $ 270,540 | $ 46,770 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS CCH is a Houston-based Delaware limited liability company formed in September 2014 by Cheniere to hold its limited partner interest in CCP and its equity interests in CCL and CCP GP. We are developing and constructing a natural gas liquefaction and export facility at the Corpus Christi LNG terminal (the “Liquefaction Facility”) , which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a 23 -mile natural gas supply pipeline (the “Corpus Christi Pipeline” and together with the Liquefaction Facility, the “Liquefaction Project”) through wholly owned subsidiaries CCL and CCP, respectively. The Liquefaction Project is being developed in stages for up to three Trains, with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The first stage (“Stage 1”) includes Trains 1 and 2 , two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project ’s necessary infrastructure facilities. The second stage (“Stage 2”) includes Train 3, one LNG storage tank and the completion of the second partial berth. Stage 1 and the Corpus Christi Pipeline are currently under construction, and Train 3 is being commercialized and has all necessary regulatory approvals in place. Construction of the Corpus Christi Pipeline is nearing completion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our Consolidated Financial Statements have been prepared in accordance with GAAP. Our Consolidated Financial Statements include the accounts of CCH and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for deferred tax assets and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for interest rate derivatives as disclosed in Note 5—Derivative Instruments . The carrying amount of restricted cash and accounts payable reported on the Consolidated Balance Sheets approximates fair value. Debt fair values, as disclosed in Note 7—Debt , is the estimated amount we would have to pay to repurchase our debt in the open market, and are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. We have presented restricted cash separately from cash and cash equivalents on our Consolidated Balance Sheets. Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminal and related pipeline once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminal and related pipeline. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminal and related pipeline. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Substantially all of our long-lived assets are located in the United States. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. During the year ended December 31, 2017 , we recognized $5.5 million of impairment expense related to damaged infrastructure as an effect of Hurricane Harvey. We did no t record any impairments related to property, plant and equipment during the years ended December 31, 2016 or 2015. Regulated Natural Gas Pipelines The Corpus Christi Pipeline is subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as deferred preliminary survey and investigation costs, other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did no t have any derivative instruments designated as cash flow hedges during the years ended December 31, 2017, 2016 and 2015 . See Note 5—Derivative Instruments for additional details about our derivative instruments. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. CCL has entered into eight fixed price SPAs with terms of at least 20 years with seven unaffiliated third parties. CCL is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. Debt Our debt consists of long-term secured debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value net of unamortized debt issuance costs related to term notes. Debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance and deferred financing costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. Debt issuance costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheets along with deferred financing costs. Debt issuance and deferred financing costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement is conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our assessment of AROs is described below. We have no t recorded an ARO associated with the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. Income Taxes We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis from Cheniere. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Business Segment Our liquefaction and pipeline business at the Corpus Christi LNG terminal represents a single reportable segment. Our chief operating decision maker reviews the financial results of CCH in total when evaluating financial performance and for purposes of allocating resources. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2017 | |
Restricted Cash [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of December 31, 2017 and 2016 , restricted cash consisted of the following (in thousands): December 31, 2017 2016 Current restricted cash Liquefaction Project $ 226,559 $ 197,201 Non-current restricted cash Liquefaction Project $ — $ 73,339 Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of our debt holders, we are required to deposit all cash received into reserve accounts controlled by the collateral trustee. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consists of LNG terminal costs and fixed assets, as follows (in thousands): December 31, 2017 2016 LNG terminal costs LNG terminal construction-in-process $ 8,242,520 $ 6,060,299 LNG site and related costs 13,844 14,006 Total LNG terminal costs 8,256,364 6,074,305 Fixed assets Fixed assets 6,042 2,620 Accumulated depreciation (1,023 ) (253 ) Total fixed assets, net 5,019 2,367 Property, plant and equipment, net $ 8,261,383 $ 6,076,672 Depreciation expense was $0.8 million , $0.2 million and $0.1 million in the years ended December 31, 2017, 2016 and 2015 , respectively. Fixed Assets Our fixed assets are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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 (“Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable-rate interest payments on our credit facility (the “2015 CCH Credit Facility”) and • natural gas supply contracts for the commissioning and operation of the Liquefaction Project (“Liquefaction Supply Derivatives”) . We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process. Interest Rate Derivatives As of December 31, 2017 , 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 Interest Rate Derivatives $28.8 million $4.9 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR Our Interest Rate Derivatives are categorized within Level 2 of the fair value hierarchy and are required to be measured at fair value on a recurring basis. We value our Interest Rate Derivatives using an income-based approach, utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. In May 2017, we settled a portion of our Interest Rate Derivatives and recognized a derivative loss of $13.0 million in conjunction with the termination of approximately $1.4 billion of commitments under the 2015 CCH Credit Facility, as discussed in Note 7—Debt . The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in thousands): December 31, Balance Sheet Location 2017 2016 Non-current derivative assets $ 2,469 $ — Derivative liabilities (19,609 ) (43,383 ) Non-current derivative liabilities (15,118 ) (43,105 ) Total derivative liabilities (34,727 ) (86,488 ) Derivative liability, net $ (32,258 ) $ (86,488 ) The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Interest Rate Derivatives gain (loss) $ 3,249 $ (15,571 ) $ (161,917 ) Liquefaction Supply Derivatives CCL entered into all of its Liquefaction Supply Derivatives during the year ended December 31, 2017 . The fair value of the Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and our assessment of any associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the satisfaction of conditions precedent, including completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas supply contracts. CCL has entered into index-based physical natural gas supply contracts to purchase natural gas for the commissioning and operation of the Liquefaction Project. The terms of the physical natural gas supply contracts range from approximately three to seven years, most of which commence upon the satisfaction of certain conditions precedent, if applicable, such as the date of first commercial delivery of specified Trains of the Liquefaction Project. Our Liquefaction Supply Derivatives are categorized within Level 3 of the fair value hierarchy and are required to be measured at fair value on a recurring basis. The fair value of our Liquefaction Supply Derivatives is determined using a market-based approach incorporating present value techniques, as needed, and is developed through the use of internal models which may be impacted by inputs that are unobservable in the marketplace. The curves used to generate the fair value of the 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 Liquefaction Supply Derivatives contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. As of December 31, 2017 , some of the Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. As of December 31, 2017 , CCL had secured up to approximately 2,024 TBtu of natural gas feedstock through natural gas supply contracts supply contracts, a portion of which is subject to the achievement of certain project milestones and other conditions precedent. The forward notional natural gas buy position of the Liquefaction Supply Derivatives was approximately 1,019 TBtu as of December 31, 2017 . The Level 3 fair value measurements of our Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas market basis spreads due to the contractual notional amount represented by our Level 3 positions, which is a substantial portion of our overall Physical Liquefaction Supply portfolio. The following table includes quantitative information for the unobservable inputs for our Liquefaction Supply Derivatives as of December 31, 2017 : Net Fair Value Liability (in thousands) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $(91) Market approach incorporating present value techniques Basis Spread $(0.703) - $(0.002) Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Additionally, we evaluate our own ability to meet our commitments in instances where our derivative instruments are in a liability position. Our derivative instruments are subject to contractual provisions which provide for the unconditional right of set-off for all derivative assets and liabilities with a given counterparty in the event of default. The following table shows the fair value and location of our Liquefaction Supply Derivatives on our Consolidated Balance Sheets (in thousands): December 31, Balance Sheet Location 2017 2016 Non-current derivative liabilities $ (91 ) $ — The following table shows the changes in the fair value from the mark-to-market gains of our Liquefaction Supply Derivatives recorded in our Consolidated Statements of Operations during the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, Statement of Operations Location 2017 2016 2015 Liquefaction Supply Derivatives loss Operating and maintenance expense $ 91 $ — $ — Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in thousands): 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 December 31, 2017 Interest Rate Derivatives $ 2,808 $ (339 ) $ 2,469 Interest Rate Derivatives (34,747 ) 20 (34,727 ) Liquefaction Supply Derivatives (130 ) 39 (91 ) As of December 31, 2016 Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of December 31, 2017 and 2016 , accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Interest costs and related debt fees $ 136,283 $ 59,994 Liquefaction Project costs 107,055 73,150 Other 14,722 4,504 Total accrued liabilities $ 258,060 $ 137,648 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of December 31, 2017 and 2016 , our debt consisted of the following (in thousands): December 31, 2017 2016 Long-term debt 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ 1,250,000 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 1,500,000 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,484,737 2,380,788 Unamortized debt issuance costs (65,261 ) (49,073 ) Total long-term debt, net 6,669,476 5,081,715 Current debt $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 6,669,476 $ 5,081,715 Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2017 (in thousands): Years Ending December 31, Principal Payments 2018 $ — 2019 — 2020 — 2021 — 2022 2,484,737 Thereafter 4,250,000 Total $ 6,734,737 Senior Notes In May 2017, we issued an aggregate principal amount of $1.5 billion of the 2027 CCH Senior Notes , which are jointly and severally guaranteed by our subsidiaries CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”) . Net proceeds of the offering of approximately $1.4 billion , after deducting commissions, fees and expenses and provisioning for incremental interest required under the 2027 CCH Senior Notes during construction, were used to prepay a portion of the outstanding borrowings under the 2015 CCH Credit Facility , resulting in a write-off of debt issuance costs associated with the 2015 CCH Credit Facility of $32.5 million during the year ended December 31, 2017 . Borrowings under the 2027 CCH Senior Notes accrue interest at a fixed rate of 5.125% . The 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”) are jointly and severally guaranteed by the Guarantors . The indenture governing the CCH Senior Notes (the “CCH Indenture”) contains customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of CCH’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to CCH or any of CCH’s restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of CCH and its restricted subsidiaries taken as a whole; or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. Interest on the CCH Senior Notes is payable semi-annually in arrears. At any time prior to six months before the respective dates of maturity for each series of the CCH Senior Notes , CCH may redeem all or part of such series of the CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture , plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time within six months of the respective dates of maturity for each series of the CCH Senior Notes , redeem all or part of such series of the CCH Senior Notes , in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Credit Facilities Below is a summary of our credit facilities outstanding as of December 31, 2017 (in thousands): 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Less: Outstanding balance 2,484,737 — Commitments terminated 3,832,263 — Letters of credit issued — 163,578 Available commitment $ 2,086,714 $ 186,422 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following the completion of Trains 1 and 2 of the Liquefaction Project as defined in the common terms agreement. 2015 CCH Credit Facility In May 2015, we entered into the 2015 CCH Credit Facility, which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of Stage 1 of the Liquefaction Project. Borrowings under the 2015 CCH Credit Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. The principal of the loans made under the 2015 CCH Credit Facility must be repaid in quarterly installments, commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following project completion and (2) a set date determined by reference to the date under which a certain LNG buyer linked to Train 2 of the Liquefaction Project is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the project completion and designed to achieve a minimum projected fixed debt service coverage ratio of 1.55 :1. Loans under the 2015 CCH Credit Facility accrue interest at a variable rate per annum equal to, at our election, LIBOR or the base rate, plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of Trains 1 and 2 of the Liquefaction Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of Trains 1 and 2 of the Liquefaction Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period and interest on base rate loans is due and payable at the end of each quarter. The 2015 CCH Credit Facility also requires us to pay a commitment fee at a rate per annum equal to 40% of the margin for LIBOR loans, multiplied by the outstanding undrawn debt commitments. Our obligations under the 2015 CCH Credit Facility are secured by a first priority lien on substantially all our assets and our subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in us. Under the 2015 CCH Credit Facility, we are required to hedge not less than 65% of the variable interest rate exposure of our senior secured debt. We are restricted from making distributions under agreements governing our indebtedness generally until, among other requirements, the completion of the construction of Trains 1 and 2 of the Liquefaction Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25 :1.00. CCH Working Capital Facility In December 2016, we entered into the $350 million CCH Working Capital Facility, which is intended to be used for loans (“CCH Working Capital Loans”), the issuance of letters of credit, as well as for swing line loans (“CCH Swing Line Loans”) for certain working capital requirements related to developing and placing into operation the Liquefaction Project. Loans under the CCH Working Capital Facility are guaranteed by the Guarantors. We may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed under the Common Terms Agreement that was entered into concurrently with the 2015 CCH Credit Facility. Loans under the CCH Working Capital Facility, including CCH Working Capital Loans, CCH Swing Line Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans” and collectively, the “Revolving Loans”) accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of (1) the federal funds rate, plus 0.50% , (2) the prime rate and (3) one month LIBOR plus 0.50% ), plus the applicable margin. The applicable margin for LIBOR Revolving Loans ranges from 1.50% to 2.00% per annum, and the applicable margin for base rate Revolving Loans ranges from 0.50% to 1.00% per annum. Interest on CCH Working Capital Loans, CCH Swing Line Loans and CCH LC Loans is due and payable on the date the loan becomes due. Interest on LIBOR Revolving Loans is due and payable at the end of each LIBOR period, and interest on base rate Revolving Loans is due and payable at the end of each quarter. We pay (1) a commitment fee equal to an annual rate of 40% of the applicable margin for LIBOR Revolving Loans on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding CCH Swing Line Loans, (2) a letter of credit fee equal to an annual rate equal to the applicable margin for LIBOR Revolving Loans on the undrawn portion of all letters of credit issued under the CCH Working Capital Facility and (3) a letter of credit fronting fee equal to an annual rate of 0.20% of the undrawn portion of all letters of credit. Each of these fees is payable quarterly in arrears. If draws are made upon a letter of credit issued under the CCH Working Capital Facility and we do not elect for such draw (a “CCH LC Draw”) to be deemed an CCH LC Loan, we are required to pay the full amount of the CCH LC Draw on or prior to the business day following the notice of the CCH LC Draw. A CCH LC Draw accrues interest at an annual rate of 2.00% plus the base rate. The CCH Working Capital Facility matures on December 14, 2021, and we may prepay the Revolving Loans at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the CCH Working Capital Facility, (2) the date that is 15 days after such CCH Swing Line Loan is made and (3) the first borrowing date for a CCH Working Capital Loan or CCH Swing Line Loan occurring at least four business days following the date the CCH Swing Line Loan is made. We are required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year. The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. Our obligations under the CCH Working Capital Facility are secured by substantially all of our assets and the Guarantors as well as all of our membership interests and each of the Guarantors on a pari passu basis with the CCH Senior Notes and the 2015 CCH Credit Facility. Restrictive Debt Covenants As of December 31, 2017 , we were in compliance with all covenants related to our debt agreements. Interest Expense Total interest expense consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Total interest cost $ 360,932 $ 221,865 $ 110,156 Capitalized interest, including amounts capitalized as AFUDC (360,932 ) (221,865 ) (84,476 ) Total interest expense, net $ — $ — $ 25,680 Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in thousands): December 31, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes (1) $ 4,250,000 $ 4,590,625 $ 2,750,000 $ 2,901,563 Credit facilities (2) 2,484,737 2,484,737 2,380,788 2,380,788 (1) Includes 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS We had $23.8 million and $7.1 million due to affiliates and zero and $0.6 million of other non-current liabilities—affiliate as of December 31, 2017 and 2016 , respectively, under agreements with affiliates, as described below. LNG Sale and Purchase Agreements CCL had two fixed price 20 -year SPAs with Cheniere Marketing International LLP (“ Cheniere Marketing ”) as of December 31, 2017 . The first SPA (the “Cheniere Marketing Base SPA”) allows Cheniere Marketing to purchase, at its option, (1) up to a cumulative total of 150 TBtu of LNG within the commissioning periods for Trains 1 through 3, (2) any LNG produced from the end of the commissioning period for Train 1 until the date of first commercial delivery of LNG from Train 1 and (3) any excess LNG produced by the Liquefaction Facility that is not committed to customers under third-party SPAs or to Cheniere Marketing under the second SPA (the “Amended Cheniere Marketing Foundation SPA”) , as determined by CCL in each contract year, in each case for a price consisting of a fixed fee of $3.00 per MMBtu of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. Under the Cheniere Marketing Base SPA , Cheniere Marketing may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Under the Amended Cheniere Marketing Foundation SPA Cheniere Marketing was allowed to purchase LNG from CCL for a price consisting of a fixed fee of $3.50 per MMBtu (a portion of which is subject to annual adjustment for inflation) of LNG plus a variable fee equal to 115% of Henry Hub per MMBtu of LNG. The Amended Cheniere Marketing Foundation SPA commencement date, at the option of Cheniere Marketing , was the date of first commercial delivery for Train 2 and included an annual contract quantity of 40 TBtu of LNG. The Amended Cheniere Marketing Foundation SPA was terminated in January 2018. Services Agreements We recorded aggregate expenses from affiliates on our Consolidated Statements of Operations of $3.3 million , $0.6 million and $5.5 million for the years ended December 31, 2017, 2016 and 2015 , respectively, under the services agreements below. Gas and Power Supply Services Agreement (“G&P Agreement”) CCL has a G&P Agreement with Cheniere Energy Shared Services, Inc. (“Shared Services”), a wholly owned subsidiary of Cheniere, pursuant to which Shared Services will manage the gas and power procurement requirements of CCL. The services include, among other services, exercising the day-to-day management of CCL’s natural gas and power supply requirements, negotiating agreements on CCL’s behalf and providing other administrative services. Prior to the substantial completion of each Train of the Liquefaction Facility , no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facility , for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train. Operation and Maintenance Agreements (“O&M Agreements”) CCL has an O&M Agreement (“CCL O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), a wholly owned subsidiary of Cheniere, pursuant to which CCL receives all of the necessary services required to construct, operate and maintain the Liquefaction Facility . The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, administering various agreements and other services required to operate and maintain the Liquefaction Facility . Prior to the substantial completion of each Train of the Liquefaction Facility , no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facility , for services performed while the Liquefaction Facility is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train. CCP has an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline . The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors and other services required to operate and maintain the Corpus Christi Pipeline . CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP. Management Services Agreements (“MSAs”) CCL has an MSA with Shared Services pursuant to which Shared Services manages the construction and operation of the Liquefaction Facility , excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Facility and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Facility , no monthly fee payment is required except for reimbursement of expenses. After substantial completion of each Train, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee equal to 3% of the capital expenditures incurred in the previous month and a fixed monthly fee of $375,000 for services with respect to such Train. CCP has an MSA with Shared Services pursuant to which Shared Services manages CCP’s operations and business, excluding those matters provided for under the CCP O&M Agreement. The services include, among other services, exercising the day-to-day management of CCP’s affairs and business, managing CCP’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Corpus Christi Pipeline and obtaining insurance. CCP is required to reimburse Shared Services for the aggregate of all costs and expenses incurred in the course of performing the services under the MSA. Lease Agreements CCL has agreements with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”), a wholly owned subsidiary of Cheniere, to lease approximately 60 acres of land owned by Cheniere Land Holdings for the Liquefaction Facility . The total annual lease payment, paid in advance upon 30 days of the effective date of the respective leases, is $0.4 million , and the terms of the agreements range from three to five years. We recorded $0.3 million , $0.1 million and zero of lease expense related to these agreements as operating and maintenance expense—affiliate for the years ended December 31, 2017, 2016 and 2015 , respectively. We had $0.2 million and $0.1 million as of December 31, 2017 and 2016 , respectively, of prepaid expense related to this agreement in other current assets—affiliate. In September 2016, CCP entered into a pipeline right of way easement agreement with Cheniere Land Holdings granting CCP the right to construct, install and operate a natural gas pipeline on land owned by Cheniere Land Holdings. Under this agreement, Cheniere Land Holdings conveyed to CCP $0.1 million of assets during the year ended December 31, 2016 . CCP also made a one-time payment of $0.3 million to Cheniere Land Holdings for the permanent easement of this land as of December 31, 2016 . Dredge Material Disposal Agreement CCL has a dredge material disposal agreement with Cheniere Land Holdings that terminates in 2025 which grants CCL permission to use land owned by Cheniere Land Holdings for the deposit of dredge material from the construction and maintenance of the Liquefaction Facility . Under the terms of the agreement, CCL will pay Cheniere Land Holdings $0.50 per cubic yard of dredge material deposits up to 5.0 million cubic yards. Tug Hosting Agreement In February 2017, CCL entered into a tug hosting agreement with Corpus Christi Tug Services, LLC (“Tug Services”), a wholly owned subsidiary of Cheniere, to provide certain marine structures, support services and access necessary at the Liquefaction Facility for Tug Services to provide its customers with tug boat and marine services. Tug Services is required to reimburse CCL for any third party costs incurred by CCL in connection with providing the goods and services. State Tax Sharing Agreements CCL has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCL 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, CCL will pay to Cheniere an amount equal to the state and local tax that CCL would be required to pay if CCL’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 CCL under this agreement; therefore, Cheniere has not demanded any such payments from CCL. The agreement is effective for tax returns due on or after May 2015. CCP has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCP 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, CCP will pay to Cheniere an amount equal to the state and local tax that CCP would be required to pay if CCP’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 CCP under this agreement; therefore, Cheniere has not demanded any such payments from CCP. The agreement is effective for tax returns due on or after May 2015. Equity Contribution Agreements Equity Contribution Agreement We have an equity contribution agreement with Cheniere pursuant to which Cheniere has agreed to provide, directly or indirectly, at our request based on reaching specified milestones of the Liquefaction Project , cash contributions up to approximately $2.6 billion for Stage 1 . As of December 31, 2017 , we have received $1.9 billion in contributions from Cheniere under this agreement. Early Works Equity Contribution Agreement In December 2017, we entered into an early works equity contribution agreement with Cheniere pursuant to which Cheniere is obligated to provide, directly or indirectly, at our request based on amounts due and payable in respect of limited notices to proceed issued under the Stage 2 EPC Contract, cash contributions of up to $310.0 million to us for the early works related to Stage 2 . The amount of cash contributions Cheniere provides may be increased by Cheniere in its sole discretion. As of December 31, 2017 , we have received $35.0 million in contributions from Cheniere under this agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % U.S. tax reform rate change (121.1 )% — % — % Other (0.2 )% — % — % Valuation allowance 86.3 % (35.0 )% (35.0 )% Effective tax rate — % — % — % Significant components of our deferred tax assets at December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Deferred tax assets Federal net operating loss carryforward $ 49,194 $ 53,618 Derivative instruments 15,487 46,754 Long-term debt 14,270 15,953 Property, plant and equipment 9,143 13,680 Other 303 393 Less: valuation allowance (88,397 ) (130,398 ) Total net deferred tax asset $ — $ — At December 31, 2017 , we had federal net operating loss (“NOL”) carryforwards of approximately $234 million . These NOL carryforwards will expire between 2035 and 2037. We did no t have any uncertain tax positions which required accrual or disclosure as of December 31, 2017 and 2016 . We have elected to report future interest and penalties related to unrecognized tax benefits, if any, as income tax expense in our Consolidated Statements of Operations. Due to our historical losses and other available evidence related to our ability to generate taxable income, we have established a valuation allowance to fully offset our federal deferred tax assets as of December 31, 2017 and 2016 . We will continue to evaluate the realizability of our deferred tax assets in the future. The decrease in the valuation allowance was $41.4 million for the year ended December 31, 2017 . On December 22, 2017, the U.S. government enacted comprehensive tax legislation (Tax Cuts and Jobs Act), which reduced the top U.S. corporate income tax rate from 35% to 21% . As a result of the legislation, we remeasured our December 31, 2017 U.S. deferred tax assets and liabilities. The result of the remeasurement was a $58.9 million reduction to our U.S. net deferred tax assets and represents a 121.1% decrease to our effective tax rate. A corresponding change, reducing the effective tax rate, was recorded to the valuation allowance , and therefore there was no impact to current period income tax expense . Our taxable income or loss is included in the consolidated federal income tax return of Cheniere. Cheniere’s federal and state tax returns for the years after 2013 remain open for examination. Tax authorities may have the ability to review and adjust carryover attributes that were generated prior to these periods if utilized in an open tax year. Cheniere experienced an ownership change within the provisions of U.S. Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of Cheniere’s NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of Cheniere’s NOLs in full over the carryover period. Cheniere will continue to monitor trading activity in its respective shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize Cheniere’s existing NOL carryforwards. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | LEASES During the years ended December 31, 2017, 2016 and 2015 , we recognized rental expense for all operating leases of $1.2 million , $1.0 million and $1.0 million , respectively, related primarily to land sites for the Corpus Christi LNG terminal. CCL and CCP have agreements with Cheniere Land Holdings to lease land owned by Cheniere Land Holdings for the Liquefaction Project. See Note 8—Related Party Transactions for additional information regarding these lease agreements. Future annual minimum lease payments, excluding inflationary adjustments, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2018 $ 895 2019 841 2020 245 2021 — 2022 — Thereafter — Total $ 1,981 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We have various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2017 , are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. LNG Terminal Commitments and Contingencies Obligations under EPC Contracts CCL has lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of three Trains and related facilities for the Liquefaction Project. The EPC contract for Stage 2 or the Liquefaction Project was amended and restated in December 31, 2017 . The EPC contract prices for Stage 1 of the Liquefaction Project and Stage 2 of the Liquefaction Project are approximately $7.8 billion and $2.4 billion , respectively, reflecting amounts incurred under change orders through December 31, 2017. CCL has the right to terminate each of the EPC contracts for its convenience, in which case Bechtel will be paid the portion of the contract price for the work performed plus costs reasonably incurred by Bechtel on account of such termination and demobilization. If the EPC contract for Stage 1 of the Liquefaction Project is terminated, Bechtel will also be paid a lump sum of up to $30.0 million depending on the termination date. If the amended and restated EPC contract for Stage 2 of the Liquefaction Project is terminated, Bechtel will be paid a lump sum of up to $2.5 million if the termination date is prior to the issuance of the notice to proceed, or Bechtel will be paid a lump sum of up to $30.0 million if the termination date is after the issuance of the notice to proceed, depending on the termination date. Obligations under SPAs CCL has third-party SPAs which obligate CCL to purchase and liquefy sufficient quantities of natural gas to deliver contracted volumes of LNG to the customers’ vessels, subject to completion of construction of specified Trains of the Liquefaction Project. CCL has also entered into SPAs with Cheniere Marketing , as further described in Note 8—Related Party Transactions . Services Agreements CCL and CCP have certain services agreements with affiliates. See Note 8—Related Party Transactions for information regarding such agreements. State Tax Sharing Agreement CCL and CCP have a state tax sharing agreement with Cheniere. See Note 8—Related Party Transactions for information regarding this agreement. Other Commitments In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position and meet the definition of a commitment as of December 31, 2017 . Additionally, we have various operating lease commitments, as disclosed in Note 10—Leases . Legal Proceedings We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, as of December 31, 2017 , there were no pending legal matters that would reasonably be expected to have a material impact on our operating results, financial position or cash flows. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid during the period for interest, net of amounts capitalized $ — $ — $ 17,456 Noncash capital contribution for conveyance of asset from affiliate — 143 — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $274.3 million , $145.6 million and $81.1 million as of December 31, 2017 , 2016 and 2015 respectively. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2017 | |
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 us as of December 31, 2017 : 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 provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we expect that the requirement to recognize all leases on our Consolidated Balance Sheets will be a significant change from current practice but will not have a material impact upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Guarantor Financial Information [Abstract] | |
Supplemental Guarantor Information | SUPPLEMENTAL GUARANTOR INFORMATION Our CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”) . These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the CCH Indenture , (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 7—Debt for additional information regarding the CCH Senior Notes . The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors . We did not have any non-guarantor subsidiaries as of December 31, 2017 . Condensed Consolidating Balance Sheet December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 226,559 — — 226,559 Advances to affiliate — 31,486 — 31,486 Other current assets 246 1,248 — 1,494 Other current assets—affiliate — 191 (1 ) 190 Total current assets 226,805 32,925 (1 ) 259,729 Property, plant and equipment, net 651,687 7,609,696 — 8,261,383 Debt issuance and deferred financing costs, net 98,175 — — 98,175 Investments in subsidiaries 7,648,111 — (7,648,111 ) — Other non-current assets, net 2,469 38,124 — 40,593 Total assets $ 8,627,247 $ 7,680,745 $ (7,648,112 ) $ 8,659,880 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 82 $ 6,379 $ — $ 6,461 Accrued liabilities 136,389 121,671 — 258,060 Due to affiliates — 23,789 — 23,789 Derivative liabilities 19,609 — — 19,609 Total current liabilities 156,080 151,839 — 307,919 Long-term debt, net 6,669,476 — — 6,669,476 Non-current derivative liabilities 15,118 91 — 15,209 Deferred tax liability — 2,983 (2,983 ) — Member’s equity 1,786,573 7,525,832 (7,645,129 ) 1,667,276 Total liabilities and member’s equity $ 8,627,247 $ 7,680,745 $ (7,648,112 ) $ 8,659,880 Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Advances to affiliate — 20,108 — 20,108 Other current assets 152 37,043 — 37,195 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets, net 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Statement of Operations Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 3,115 — 3,115 Operating and maintenance expense—affiliate — 2,401 — 2,401 Development expense — 516 — 516 Development expense—affiliate — 8 — 8 General and administrative expense 1,360 4,191 — 5,551 General and administrative expense—affiliate — 1,173 — 1,173 Depreciation and amortization expense 13 879 — 892 Impairment expense and loss on disposal of assets — 5,505 — 5,505 Total expenses 1,373 17,788 — 19,161 Loss from operations (1,373 ) (17,788 ) — (19,161 ) Other income (expense) Loss on early extinguishment of debt (32,480 ) — — (32,480 ) Derivative gain, net 3,249 — — 3,249 Other income (expense) (265 ) 15,580 (15,575 ) (260 ) Total other income (expense) (29,496 ) 15,580 (15,575 ) (29,491 ) Loss before income taxes (30,869 ) (2,208 ) (15,575 ) (48,652 ) Income tax provision — (2,983 ) 2,983 — Net loss $ (30,869 ) $ (5,191 ) $ (12,592 ) $ (48,652 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,372 — 1,372 Operating and maintenance expense—affiliate — 95 — 95 Development expense recovery — (81 ) — (81 ) Development expense recovery—affiliate — (10 ) — (10 ) General and administrative expense 709 3,531 — 4,240 General and administrative expense—affiliate — 607 — 607 Depreciation and amortization expense — 249 — 249 Total expenses 709 5,763 — 6,472 Loss from operations (709 ) (5,763 ) — (6,472 ) Other income (expense) Loss on early extinguishment of debt (63,318 ) — — (63,318 ) Derivative loss, net (15,571 ) — — (15,571 ) Other income (expense) (131 ) 5 — (126 ) Total other income (expense) (79,020 ) 5 — (79,015 ) Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 572 — 572 Development expense — 13,690 — 13,690 Development expense—affiliate — 5,525 — 5,525 General and administrative expense 724 2,465 — 3,189 General and administrative expense—affiliate — 13 — 13 Depreciation and amortization expense — 55 — 55 Total expenses 724 22,320 — 23,044 Loss from operations (724 ) (22,320 ) — (23,044 ) Other income (expense) Interest expense, net of capitalized interest (25,680 ) — — (25,680 ) Loss on early extinguishment of debt (16,498 ) — — (16,498 ) Derivative loss, net (161,917 ) — — (161,917 ) Other income 36 6 — 42 Total other income (expense) (204,059 ) 6 — (204,053 ) Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (30,869 ) $ (5,191 ) $ (12,592 ) $ (48,652 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 13 879 — 892 Allowance for funds used during construction — (15,575 ) 15,575 — Deferred income taxes — 2,983 (2,983 ) — Loss on early extinguishment of debt 32,480 — — 32,480 Total losses (gains) on derivatives, net (3,249 ) 91 — (3,158 ) Net cash used for settlement of derivative instruments (50,981 ) — — (50,981 ) Impairment expense and loss on disposal of assets — 5,505 — 5,505 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 68 84 — 152 Due to affiliates — 1,567 — 1,567 Other, net (95 ) (1,359 ) — (1,454 ) Other, net—affiliate — (667 ) — (667 ) Net cash used in operating activities (52,633 ) (11,683 ) — (64,316 ) Cash flows from investing activities Property, plant and equipment, net (253,612 ) (1,733,642 ) — (1,987,254 ) Investments in subsidiaries (1,720,280 ) — 1,720,280 — Other — 25,045 — 25,045 Net cash used in investing activities (1,973,892 ) (1,708,597 ) 1,720,280 (1,962,209 ) Cash flows from financing activities Proceeds from issuances of debt 3,040,000 — — 3,040,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (23,496 ) — — (23,496 ) Capital contributions 402,119 1,720,437 (1,720,437 ) 402,119 Distributions — (157 ) 157 — Other (29 ) — — (29 ) Net cash provided by financing activities 1,982,544 1,720,280 (1,720,280 ) 1,982,544 Net decrease in cash, cash equivalents and restricted cash (43,981 ) — — (43,981 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 226,559 $ — $ — $ 226,559 Balances per Condensed Consolidating Balance Sheet: December 31, 2017 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 226,559 — — 226,559 Total cash, cash equivalents and restricted cash $ 226,559 $ — $ — $ 226,559 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 249 — 249 Loss on early extinguishment of debt 63,318 — — 63,318 Total losses on derivatives, net 15,571 — — 15,571 Net cash used for settlement of derivative instruments (34,082 ) — — (34,082 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 121 294 — 415 Due to affiliates — (331 ) — (331 ) Other, net (153 ) (592 ) — (745 ) Other, net—affiliate — 13 — 13 Net cash used in operating activities (34,954 ) (6,125 ) — (41,079 ) Cash flows from investing activities Property, plant and equipment, net (126,547 ) (1,924,983 ) — (2,051,530 ) Investments in subsidiaries (1,975,474 ) — 1,975,474 — Other — (44,367 ) — (44,367 ) Net cash used in investing activities (2,102,021 ) (1,969,350 ) 1,975,474 (2,095,897 ) Cash flows from financing activities Proceeds from issuances of debt 4,838,000 — — 4,838,000 Repayments of debt (2,420,212 ) — — (2,420,212 ) Debt issuance and deferred financing costs (56,783 ) — — (56,783 ) Capital contributions 90 1,975,475 (1,975,474 ) 91 Distribution to affiliate (288 ) — — (288 ) Other (62 ) — — (62 ) Net cash provided by financing activities 2,360,745 1,975,475 (1,975,474 ) 2,360,746 Net increase in cash, cash equivalents and restricted cash 223,770 — — 223,770 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 270,540 $ — $ — $ 270,540 Balances per Condensed Consolidating Balance Sheet: December 31, 2016 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Non-current restricted cash 73,339 — — 73,339 Total cash, cash equivalents and restricted cash $ 270,540 $ — $ — $ 270,540 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 55 — 55 Amortization of debt issuance costs, net of capitalization 6,340 — — 6,340 Loss on early extinguishment of debt 16,498 — — 16,498 Total losses on derivatives, net 161,917 — — 161,917 Net cash used for settlement of derivative instruments (56,918 ) — — (56,918 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 453 549 — 1,002 Due to affiliates (860 ) 1,135 — 275 Advances to affiliate — (10,073 ) — (10,073 ) Other, net — 301 — 301 Other, net—affiliate — 498 — 498 Net cash used in operating activities (77,353 ) (29,849 ) — (107,202 ) Cash flows from investing activities Property, plant and equipment, net (63,783 ) (3,757,164 ) — (3,820,947 ) Investments in subsidiaries (3,804,848 ) — 3,804,848 — Other (633 ) (17,835 ) — (18,468 ) Net cash used in investing activities (3,869,264 ) (3,774,999 ) 3,804,848 (3,839,415 ) Cash flows from financing activities Proceeds from issuances of long-term debt 2,713,000 — — 2,713,000 Debt issuance and deferred financing costs (280,528 ) — — (280,528 ) Capital contributions 1,560,915 3,804,848 (3,804,848 ) 1,560,915 Net cash provided by financing activities 3,993,387 3,804,848 (3,804,848 ) 3,993,387 Net increase in cash, cash equivalents and restricted cash 46,770 — — 46,770 Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ 46,770 $ — $ — $ 46,770 |
Summarized Quarterly Financial
Summarized Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Data (unaudited) | Summarized Quarterly Financial Data—(in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2017: Revenues $ — $ — $ — $ — Loss from operations (2,719 ) (3,138 ) (5,576 ) (7,728 ) Net income (loss) (1,757 ) (68,758 ) (8,577 ) 30,440 Year ended December 31, 2016: Revenues $ — $ — $ — $ — Loss from operations (733 ) (1,672 ) (1,809 ) (2,258 ) Net income (loss) (160,884 ) (106,585 ) 18,230 163,752 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation Our Consolidated Financial Statements have been prepared in accordance with GAAP. Our Consolidated Financial Statements include the accounts of CCH and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. |
Use of Estimates, Policy | Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for deferred tax assets and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Fair Value, Policy | Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for interest rate derivatives as disclosed in Note 5—Derivative Instruments . The carrying amount of restricted cash and accounts payable reported on the Consolidated Balance Sheets approximates fair value. Debt fair values, as disclosed in Note 7—Debt , is the estimated amount we would have to pay to repurchase our debt in the open market, and are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. |
Restricted Cash, Policy | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. We have presented restricted cash separately from cash and cash equivalents on our Consolidated Balance Sheets. |
Accounting for LNG Activities, Policy | Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminal and related pipeline once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminal and related pipeline. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminal and related pipeline. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. |
Property, Plant and Equipment, Policy | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Substantially all of our long-lived assets are located in the United States. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. During the year ended December 31, 2017 , we recognized $5.5 million of impairment expense related to damaged infrastructure as an effect of Hurricane Harvey. We did no t record any impairments related to property, plant and equipment during the years ended December 31, 2016 or 2015. |
Regulated Natural Gas Pipelines, Policy | Regulated Natural Gas Pipelines The Corpus Christi Pipeline is subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as deferred preliminary survey and investigation costs, other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. |
Derivative Instruments, Policy | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from interest rate. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria for and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did no t have any derivative instruments designated as cash flow hedges during the years ended December 31, 2017, 2016 and 2015 . See Note 5—Derivative Instruments for additional details about our derivative instruments. |
Concentration of Credit Risk, Policy | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. CCL has entered into eight fixed price SPAs with terms of at least 20 years with seven unaffiliated third parties. CCL is dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. |
Debt, Policy | Debt Our debt consists of long-term secured debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Consolidated Balance Sheets at par value net of unamortized debt issuance costs related to term notes. Debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance and deferred financing costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. Debt issuance costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheets along with deferred financing costs. Debt issuance and deferred financing costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. |
Asset Retirement Obligations, Policy | Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement is conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our assessment of AROs is described below. We have no t recorded an ARO associated with the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Corpus Christi Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. |
Income Taxes, Policy | Income Taxes We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis from Cheniere. Deferred tax assets and liabilities are included in our Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. |
Business Segment, Policy | Business Segment Our liquefaction and pipeline business at the Corpus Christi LNG terminal represents a single reportable segment. Our chief operating decision maker reviews the financial results of CCH in total when evaluating financial performance and for purposes of allocating resources. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of December 31, 2017 and 2016 , restricted cash consisted of the following (in thousands): December 31, 2017 2016 Current restricted cash Liquefaction Project $ 226,559 $ 197,201 Non-current restricted cash Liquefaction Project $ — $ 73,339 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consists of LNG terminal costs and fixed assets, as follows (in thousands): December 31, 2017 2016 LNG terminal costs LNG terminal construction-in-process $ 8,242,520 $ 6,060,299 LNG site and related costs 13,844 14,006 Total LNG terminal costs 8,256,364 6,074,305 Fixed assets Fixed assets 6,042 2,620 Accumulated depreciation (1,023 ) (253 ) Total fixed assets, net 5,019 2,367 Property, plant and equipment, net $ 8,261,383 $ 6,076,672 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Net Presentation on Consolidated Balance Sheets | The following table shows the fair value of our derivatives outstanding on a gross and net basis (in thousands): 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 December 31, 2017 Interest Rate Derivatives $ 2,808 $ (339 ) $ 2,469 Interest Rate Derivatives (34,747 ) 20 (34,727 ) Liquefaction Supply Derivatives (130 ) 39 (91 ) As of December 31, 2016 Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 2017 , 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 Interest Rate Derivatives $28.8 million $4.9 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in thousands): December 31, Balance Sheet Location 2017 2016 Non-current derivative assets $ 2,469 $ — Derivative liabilities (19,609 ) (43,383 ) Non-current derivative liabilities (15,118 ) (43,105 ) Total derivative liabilities (34,727 ) (86,488 ) Derivative liability, net $ (32,258 ) $ (86,488 ) |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Interest Rate Derivatives gain (loss) $ 3,249 $ (15,571 ) $ (161,917 ) |
Liquefaction Supply Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following table includes quantitative information for the unobservable inputs for our Liquefaction Supply Derivatives as of December 31, 2017 : Net Fair Value Liability (in thousands) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $(91) Market approach incorporating present value techniques Basis Spread $(0.703) - $(0.002) |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Liquefaction Supply Derivatives on our Consolidated Balance Sheets (in thousands): December 31, Balance Sheet Location 2017 2016 Non-current derivative liabilities $ (91 ) $ — |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value from the mark-to-market gains of our Liquefaction Supply Derivatives recorded in our Consolidated Statements of Operations during the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, Statement of Operations Location 2017 2016 2015 Liquefaction Supply Derivatives loss Operating and maintenance expense $ 91 $ — $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2017 and 2016 , accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Interest costs and related debt fees $ 136,283 $ 59,994 Liquefaction Project costs 107,055 73,150 Other 14,722 4,504 Total accrued liabilities $ 258,060 $ 137,648 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of December 31, 2017 and 2016 , our debt consisted of the following (in thousands): December 31, 2017 2016 Long-term debt 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $ 1,250,000 $ 1,250,000 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 1,500,000 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,484,737 2,380,788 Unamortized debt issuance costs (65,261 ) (49,073 ) Total long-term debt, net 6,669,476 5,081,715 Current debt $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Total debt, net $ 6,669,476 $ 5,081,715 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2017 (in thousands): Years Ending December 31, Principal Payments 2018 $ — 2019 — 2020 — 2021 — 2022 2,484,737 Thereafter 4,250,000 Total $ 6,734,737 |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of December 31, 2017 (in thousands): 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 8,403,714 $ 350,000 Less: Outstanding balance 2,484,737 — Commitments terminated 3,832,263 — Letters of credit issued — 163,578 Available commitment $ 2,086,714 $ 186,422 Interest rate LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00% Maturity date Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.25% step-up for both LIBOR and base rate loans following the completion of Trains 1 and 2 of the Liquefaction Project as defined in the common terms agreement. |
Schedule of Interest Expense | Total interest expense consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Total interest cost $ 360,932 $ 221,865 $ 110,156 Capitalized interest, including amounts capitalized as AFUDC (360,932 ) (221,865 ) (84,476 ) Total interest expense, net $ — $ — $ 25,680 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount and estimated fair value of our debt (in thousands): December 31, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Senior notes (1) $ 4,250,000 $ 4,590,625 $ 2,750,000 $ 2,901,563 Credit facilities (2) 2,484,737 2,484,737 2,380,788 2,380,788 (1) Includes 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. (2) Includes 2015 CCH Credit Facility and CCH 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % U.S. tax reform rate change (121.1 )% — % — % Other (0.2 )% — % — % Valuation allowance 86.3 % (35.0 )% (35.0 )% Effective tax rate — % — % — % |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets at December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Deferred tax assets Federal net operating loss carryforward $ 49,194 $ 53,618 Derivative instruments 15,487 46,754 Long-term debt 14,270 15,953 Property, plant and equipment 9,143 13,680 Other 303 393 Less: valuation allowance (88,397 ) (130,398 ) Total net deferred tax asset $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments, excluding inflationary adjustments, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2018 $ 895 2019 841 2020 245 2021 — 2022 — Thereafter — Total $ 1,981 |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid during the period for interest, net of amounts capitalized $ — $ — $ 17,456 Noncash capital contribution for conveyance of asset from affiliate — 143 — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 us as of December 31, 2017 : 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 provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we expect that the requirement to recognize all leases on our Consolidated Balance Sheets will be a significant change from current practice but will not have a material impact upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Supplemental Guarantor Inform32
Supplemental Guarantor Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Guarantor Financial Information [Abstract] | |
Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheet December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 226,559 — — 226,559 Advances to affiliate — 31,486 — 31,486 Other current assets 246 1,248 — 1,494 Other current assets—affiliate — 191 (1 ) 190 Total current assets 226,805 32,925 (1 ) 259,729 Property, plant and equipment, net 651,687 7,609,696 — 8,261,383 Debt issuance and deferred financing costs, net 98,175 — — 98,175 Investments in subsidiaries 7,648,111 — (7,648,111 ) — Other non-current assets, net 2,469 38,124 — 40,593 Total assets $ 8,627,247 $ 7,680,745 $ (7,648,112 ) $ 8,659,880 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 82 $ 6,379 $ — $ 6,461 Accrued liabilities 136,389 121,671 — 258,060 Due to affiliates — 23,789 — 23,789 Derivative liabilities 19,609 — — 19,609 Total current liabilities 156,080 151,839 — 307,919 Long-term debt, net 6,669,476 — — 6,669,476 Non-current derivative liabilities 15,118 91 — 15,209 Deferred tax liability — 2,983 (2,983 ) — Member’s equity 1,786,573 7,525,832 (7,645,129 ) 1,667,276 Total liabilities and member’s equity $ 8,627,247 $ 7,680,745 $ (7,648,112 ) $ 8,659,880 Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Advances to affiliate — 20,108 — 20,108 Other current assets 152 37,043 — 37,195 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets, net 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 |
Condensed Consolidating Statements of Operations | Condensed Consolidating Statement of Operations Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 3,115 — 3,115 Operating and maintenance expense—affiliate — 2,401 — 2,401 Development expense — 516 — 516 Development expense—affiliate — 8 — 8 General and administrative expense 1,360 4,191 — 5,551 General and administrative expense—affiliate — 1,173 — 1,173 Depreciation and amortization expense 13 879 — 892 Impairment expense and loss on disposal of assets — 5,505 — 5,505 Total expenses 1,373 17,788 — 19,161 Loss from operations (1,373 ) (17,788 ) — (19,161 ) Other income (expense) Loss on early extinguishment of debt (32,480 ) — — (32,480 ) Derivative gain, net 3,249 — — 3,249 Other income (expense) (265 ) 15,580 (15,575 ) (260 ) Total other income (expense) (29,496 ) 15,580 (15,575 ) (29,491 ) Loss before income taxes (30,869 ) (2,208 ) (15,575 ) (48,652 ) Income tax provision — (2,983 ) 2,983 — Net loss $ (30,869 ) $ (5,191 ) $ (12,592 ) $ (48,652 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,372 — 1,372 Operating and maintenance expense—affiliate — 95 — 95 Development expense recovery — (81 ) — (81 ) Development expense recovery—affiliate — (10 ) — (10 ) General and administrative expense 709 3,531 — 4,240 General and administrative expense—affiliate — 607 — 607 Depreciation and amortization expense — 249 — 249 Total expenses 709 5,763 — 6,472 Loss from operations (709 ) (5,763 ) — (6,472 ) Other income (expense) Loss on early extinguishment of debt (63,318 ) — — (63,318 ) Derivative loss, net (15,571 ) — — (15,571 ) Other income (expense) (131 ) 5 — (126 ) Total other income (expense) (79,020 ) 5 — (79,015 ) Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 572 — 572 Development expense — 13,690 — 13,690 Development expense—affiliate — 5,525 — 5,525 General and administrative expense 724 2,465 — 3,189 General and administrative expense—affiliate — 13 — 13 Depreciation and amortization expense — 55 — 55 Total expenses 724 22,320 — 23,044 Loss from operations (724 ) (22,320 ) — (23,044 ) Other income (expense) Interest expense, net of capitalized interest (25,680 ) — — (25,680 ) Loss on early extinguishment of debt (16,498 ) — — (16,498 ) Derivative loss, net (161,917 ) — — (161,917 ) Other income 36 6 — 42 Total other income (expense) (204,059 ) 6 — (204,053 ) Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) |
Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (30,869 ) $ (5,191 ) $ (12,592 ) $ (48,652 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 13 879 — 892 Allowance for funds used during construction — (15,575 ) 15,575 — Deferred income taxes — 2,983 (2,983 ) — Loss on early extinguishment of debt 32,480 — — 32,480 Total losses (gains) on derivatives, net (3,249 ) 91 — (3,158 ) Net cash used for settlement of derivative instruments (50,981 ) — — (50,981 ) Impairment expense and loss on disposal of assets — 5,505 — 5,505 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 68 84 — 152 Due to affiliates — 1,567 — 1,567 Other, net (95 ) (1,359 ) — (1,454 ) Other, net—affiliate — (667 ) — (667 ) Net cash used in operating activities (52,633 ) (11,683 ) — (64,316 ) Cash flows from investing activities Property, plant and equipment, net (253,612 ) (1,733,642 ) — (1,987,254 ) Investments in subsidiaries (1,720,280 ) — 1,720,280 — Other — 25,045 — 25,045 Net cash used in investing activities (1,973,892 ) (1,708,597 ) 1,720,280 (1,962,209 ) Cash flows from financing activities Proceeds from issuances of debt 3,040,000 — — 3,040,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (23,496 ) — — (23,496 ) Capital contributions 402,119 1,720,437 (1,720,437 ) 402,119 Distributions — (157 ) 157 — Other (29 ) — — (29 ) Net cash provided by financing activities 1,982,544 1,720,280 (1,720,280 ) 1,982,544 Net decrease in cash, cash equivalents and restricted cash (43,981 ) — — (43,981 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 226,559 $ — $ — $ 226,559 Balances per Condensed Consolidating Balance Sheet: December 31, 2017 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 226,559 — — 226,559 Total cash, cash equivalents and restricted cash $ 226,559 $ — $ — $ 226,559 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 249 — 249 Loss on early extinguishment of debt 63,318 — — 63,318 Total losses on derivatives, net 15,571 — — 15,571 Net cash used for settlement of derivative instruments (34,082 ) — — (34,082 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 121 294 — 415 Due to affiliates — (331 ) — (331 ) Other, net (153 ) (592 ) — (745 ) Other, net—affiliate — 13 — 13 Net cash used in operating activities (34,954 ) (6,125 ) — (41,079 ) Cash flows from investing activities Property, plant and equipment, net (126,547 ) (1,924,983 ) — (2,051,530 ) Investments in subsidiaries (1,975,474 ) — 1,975,474 — Other — (44,367 ) — (44,367 ) Net cash used in investing activities (2,102,021 ) (1,969,350 ) 1,975,474 (2,095,897 ) Cash flows from financing activities Proceeds from issuances of debt 4,838,000 — — 4,838,000 Repayments of debt (2,420,212 ) — — (2,420,212 ) Debt issuance and deferred financing costs (56,783 ) — — (56,783 ) Capital contributions 90 1,975,475 (1,975,474 ) 91 Distribution to affiliate (288 ) — — (288 ) Other (62 ) — — (62 ) Net cash provided by financing activities 2,360,745 1,975,475 (1,975,474 ) 2,360,746 Net increase in cash, cash equivalents and restricted cash 223,770 — — 223,770 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 270,540 $ — $ — $ 270,540 Balances per Condensed Consolidating Balance Sheet: December 31, 2016 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Non-current restricted cash 73,339 — — 73,339 Total cash, cash equivalents and restricted cash $ 270,540 $ — $ — $ 270,540 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 55 — 55 Amortization of debt issuance costs, net of capitalization 6,340 — — 6,340 Loss on early extinguishment of debt 16,498 — — 16,498 Total losses on derivatives, net 161,917 — — 161,917 Net cash used for settlement of derivative instruments (56,918 ) — — (56,918 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 453 549 — 1,002 Due to affiliates (860 ) 1,135 — 275 Advances to affiliate — (10,073 ) — (10,073 ) Other, net — 301 — 301 Other, net—affiliate — 498 — 498 Net cash used in operating activities (77,353 ) (29,849 ) — (107,202 ) Cash flows from investing activities Property, plant and equipment, net (63,783 ) (3,757,164 ) — (3,820,947 ) Investments in subsidiaries (3,804,848 ) — 3,804,848 — Other (633 ) (17,835 ) — (18,468 ) Net cash used in investing activities (3,869,264 ) (3,774,999 ) 3,804,848 (3,839,415 ) Cash flows from financing activities Proceeds from issuances of long-term debt 2,713,000 — — 2,713,000 Debt issuance and deferred financing costs (280,528 ) — — (280,528 ) Capital contributions 1,560,915 3,804,848 (3,804,848 ) 1,560,915 Net cash provided by financing activities 3,993,387 3,804,848 (3,804,848 ) 3,993,387 Net increase in cash, cash equivalents and restricted cash 46,770 — — 46,770 Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ 46,770 $ — $ — $ 46,770 |
Summarized Quarterly Financia33
Summarized Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized Quarterly Financial Data—(in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2017: Revenues $ — $ — $ — $ — Loss from operations (2,719 ) (3,138 ) (5,576 ) (7,728 ) Net income (loss) (1,757 ) (68,758 ) (8,577 ) 30,440 Year ended December 31, 2016: Revenues $ — $ — $ — $ — Loss from operations (733 ) (1,672 ) (1,809 ) (2,258 ) Net income (loss) (160,884 ) (106,585 ) 18,230 163,752 |
Organization and Nature of Op34
Organization and Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2017aunitmiitemmilliontonnes / yrBcfetrainsm³ | |
Corpus Christi LNG Terminal [Member] | |
Organization and Nature of Operations [Line Items] | |
Acres of land owned or controlled | a | 2,000 |
Number of Liquefaction LNG Trains | trains | 3 |
Train Nominal Capacity | milliontonnes / yr | 13.5 |
Number Of LNG Storage Tanks | item | 3 |
Storage Capacity | Bcfe | 10.1 |
Number of Marine Berths | item | 2 |
Volume Of Vessel | m³ | 266,000 |
Corpus Christi LNG Terminal [Member] | Stage 1 [Member] | |
Organization and Nature of Operations [Line Items] | |
Number of Liquefaction LNG Trains | trains | 2 |
Number Of LNG Storage Tanks | unit | 2 |
Number of Marine Berths | unit | 1 |
Corpus Christi LNG Terminal [Member] | Stage 2 [Member] | |
Organization and Nature of Operations [Line Items] | |
Number of Liquefaction LNG Trains | trains | 1 |
Number Of LNG Storage Tanks | unit | 1 |
Corpus Christi Pipeline [Member] | |
Organization and Nature of Operations [Line Items] | |
Length Of Natural Gas Pipeline | mi | 23 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)unitcustomeritem | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairments related to property, plant and equipment | $ 5,500,000 | $ 0 | $ 0 |
Derivative instruments designated as cash flow hedges | $ 0 | $ 0 | $ 0 |
Number of Reportable Segments | unit | 1 | ||
Corpus Christi Pipeline [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $ 0 | ||
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number Of Fixed Price Contracts | item | 8 | ||
Concentration Risk, Number Of Significant Customers | customer | 7 | ||
CCL [Member] | Minimum [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
SPA, Term Of Agreement | 20 years |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 226,559 | $ 197,201 |
Non-current restricted cash | 0 | 73,339 |
Liquefaction Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 226,559 | 197,201 |
Non-current restricted cash | $ 0 | $ 73,339 |
Property, Plant and Equipment37
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 8,261,383 | $ 6,076,672 | |
Depreciation expense | 800 | 200 | $ 100 |
LNG terminal costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 8,256,364 | 6,074,305 | |
LNG terminal construction-in-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 8,242,520 | 6,060,299 | |
LNG site and related costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 13,844 | 14,006 | |
Fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,042 | 2,620 | |
Accumulated depreciation | (1,023) | (253) | |
Property, plant and equipment, net | $ 5,019 | $ 2,367 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)tbtu | |
Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ | $ 28.8 |
Effective Date | May 20, 2015 |
Maturity Date | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.29% |
Variable Interest Rate Received | One-month LIBOR |
Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount | $ | $ 4,900 |
CCL [Member] | |
Derivative [Line Items] | |
Nonmonetary Notional Amount | tbtu | 1,019 |
Energy Units Secured Through Long-Term Purchase Agreements | tbtu | 2,024 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Net Fair Value Liability | $ (91,000) |
Valuation Technique | Market approach incorporating present value techniques |
Significant Unobservable Input | Basis Spread |
Minimum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair Value Inputs Basis Spread | $ (0.703) |
Maximum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair Value Inputs Basis Spread | $ (0.002) |
Derivative Instruments - Fair40
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (19,609) | $ (43,383) |
Non-current derivative liabilities | (15,209) | (43,105) |
Interest Rate Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative liabilities | (34,727) | (86,488) |
Derivative liability, net | (32,258) | (86,488) |
Interest Rate Derivatives [Member] | Other non-current assets, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Non-current derivative assets | 2,469 | 0 |
Interest Rate Derivatives [Member] | Derivative liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (19,609) | (43,383) |
Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Non-current derivative liabilities | (15,118) | (43,105) |
Liquefaction Supply Derivatives [Member] | Non-current derivative liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Non-current derivative liabilities | $ (91) | $ 0 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
2015 CCH Credit Facility [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Line of credit facility, decrease | $ 1,400,000 | |||
Interest Rate Derivatives [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ (13,000) | |||
Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ 3,249 | $ (15,571) | $ (161,917) | |
Liquefaction Supply Derivatives [Member] | Operating and maintenance expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ (91) | $ 0 | $ 0 |
Derivative Instruments - Deri42
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 2,808 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (339) | |
Derivative Assets (Liabilities), at Fair Value, Net | 2,469 | |
Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (34,747) | $ (95,923) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 20 | 9,435 |
Derivative Assets (Liabilities), at Fair Value, Net | (34,727) | $ (86,488) |
Liquefaction Supply Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (130) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 39 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (91) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 136,283 | $ 59,994 |
Liquefaction Project costs | 107,055 | 73,150 |
Other | 14,722 | 4,504 |
Total accrued liabilities | $ 258,060 | $ 137,648 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 6,669,476,000 | $ 5,081,715,000 |
Unamortized debt issuance costs | (65,261,000) | (49,073,000) |
Current Debt, CCH Working Capital Facility | 0 | 0 |
Total Debt, Net | 6,669,476,000 | 5,081,715,000 |
2024 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 1,250,000,000 | 1,250,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |
2025 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 1,500,000,000 | 1,500,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |
2027 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 1,500,000,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |
2015 CCH Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 2,484,737,000 | 2,380,788,000 |
CCH Working Capital Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current Debt, CCH Working Capital Facility | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 | $ 350,000,000 |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 2,484,737 |
Thereafter | 4,250,000 |
Total | $ 6,734,737 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Loss on early extinguishment of debt | $ 32,480 | $ 63,318 | $ 16,498 | |
CCH Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make Whole Price | 6 months | |||
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
2027 CCH Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 1,500,000 | |||
Proceeds from issuance of long-term debt | $ 1,400,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |||
2015 CCH Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Loss on early extinguishment of debt | $ 32,500 |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 6,669,476 | $ 5,081,715 | |
Outstanding balance, current | 0 | 0 | |
2015 CCH Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | 8,403,714 | ||
Outstanding balance | 2,484,737 | $ 2,380,788 | |
Commitments terminated | 3,832,263 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 2,086,714 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date | ||
2015 CCH Credit Facility [Member] | Completion of Trains 1 and 2 of the Liquefaction Project [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Increase | 0.25% | ||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Completion of Trains 1 and 2 of the Liquefaction Project [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
2015 CCH Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |
2015 CCH Credit Facility [Member] | Base Rate [Member] | Completion of Trains 1 and 2 of the Liquefaction Project [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 350,000 | ||
Outstanding balance, current | 0 | ||
Commitments terminated | 0 | ||
Letters of credit issued | 163,578 | ||
Available commitment | $ 186,422 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 14, 2021, with various terms for underlying loans | ||
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
[1] | There is a 0.25% step-up for both LIBOR and base rate loans following the completion of Trains 1 and 2 of the Liquefaction Project as defined in the common terms agreement. |
Debt - 2015 CCH Credit Facility
Debt - 2015 CCH Credit Facility (Details) - 2015 CCH Credit Facility [Member] | 12 Months Ended | |
Dec. 31, 2017Rate | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Date of First Quarterly Payment, Number of Months Following Project Completion | 3 months | |
Line Of Credit Facility, Amortization Period | 19 years | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 40.00% | |
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | [1] |
London Interbank Offered Rate (LIBOR) [Member] | Completion of Trains 1 and 2 of the Liquefaction Project [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | [1] |
Base Rate [Member] | Completion of Trains 1 and 2 of the Liquefaction Project [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | 1.55 | |
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | |
Debt Instrument, Fixed Charge, Coverage Ratio | 1.25 | |
[1] | There is a 0.25% step-up for both LIBOR and base rate loans following the completion of Trains 1 and 2 of the Liquefaction Project as defined in the common terms agreement. |
Debt Debt - CCH Working Capital
Debt Debt - CCH Working Capital Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CCH Working Capital Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 | $ 350,000,000 |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |
CCH Working Capital Facility [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
CCH Working Capital Facility [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
CCH Revolving Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage Of Margin On Undrawn Commitment | 40.00% | |
Line of Credit Facility Number of Business Days Notice Required for Repayment of Debt Without Penalty | 3 days | |
Letter of Credit [Member] | Portion issued and not drawn [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |
Letter of Credit [Member] | Base Rate [Member] | Drawn Portion [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
CCH LC Loan [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Term | 1 year | |
CCH Swing Line Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Minimum Period For Termination Date, Number of Business Days | 4 days | |
CCH Swing Line Loan [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Term | 15 days | |
CCH Working Capital Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Annual Temporary Requirement, Balance, Outstanding Principal | $ 0 | |
Line of Credit Facility, Annual Temporary Requirement, Period, Number of Consecutive Business Days | 5 days |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
Total interest cost | $ 360,932 | $ 221,865 | $ 110,156 |
Capitalized interest, including amounts capitalized as AFUDC | (360,932) | (221,865) | (84,476) |
Total interest expense, net | $ 0 | $ 0 | $ 25,680 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, Carrying Value | $ 6,669,476 | $ 5,081,715 | |
Senior notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, Carrying Value | [1] | 4,250,000 | 2,750,000 |
Senior notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 4,590,625 | 2,901,563 |
Credit facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, Carrying Value | [2] | 2,484,737 | 2,380,788 |
Credit facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [2] | $ 2,484,737 | $ 2,380,788 |
[1] | Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments. | ||
[2] | Includes 2015 CCH Credit Facility and CCH 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. |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)atbtu / yryd3tbtuitem$ / MMBTU | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 23,789,000 | $ 7,050,000 | |
Other non-current liabilities—affiliate | 0 | 618,000 | |
Operating and maintenance expense—affiliate | 2,401,000 | 95,000 | $ 0 |
Other current assets—affiliate | 190,000 | 141,000 | |
Noncash capital contribution for conveyance of land from affiliate | 143,000 | ||
Cash contributions | $ 402,119,000 | 91,000 | 1,560,915,000 |
LNG Sale and Purchase Agreements [Member] | Cheniere Marketing UK | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Number Of Fixed Price Contracts | item | 2 | ||
SPA, Term Of Agreement | 20 years | ||
Cheniere Marketing Base SPA [Member] | Cheniere Marketing UK | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
LNG Volume, Purchase Price | $ / MMBTU | 3 | ||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | ||
Cheniere Marketing Base SPA [Member] | Cheniere Marketing UK | CCL [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Contract Volumes | tbtu | 150 | ||
Amended Cheniere Marketing Foundation SPA [Member] | Cheniere Marketing UK | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
LNG Volume, Purchase Price | $ / MMBTU | 3.50 | ||
LNG Volume, Purchase Price Percentage of Henry Hub | 115.00% | ||
Contract Volumes | tbtu / yr | 40 | ||
Service Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses—affiliate | $ 3,300,000 | 600,000 | 5,500,000 |
Gas and Power Supply Services Agreement [Member] | Shared Services [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Committed Monthly Fee | 125,000 | ||
Operation and Maintenance Agreement [Member] | O&M Services [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Committed Monthly Fee | 125,000 | ||
Management Services Agreement [Member] | Shared Services [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Committed Monthly Fee | $ 375,000 | ||
Monthly fee as a percentage of capital expenditures incurred in the previous month | 3.00% | ||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Area of Land | a | 60 | ||
Period From Effective Date Of Lease, Annual Lease Payment Paid In Advance | 30 days | ||
Annual lease payment | $ 400,000 | ||
Operating and maintenance expense—affiliate | 300,000 | 100,000 | $ 0 |
Other current assets—affiliate | $ 200,000 | 100,000 | |
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Lease Term | 3 years | ||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Lease Term | 5 years | ||
Lease Agreement [Member] | Cheniere Land Holdings [Member] | CCP [Member] | |||
Related Party Transaction [Line Items] | |||
Noncash capital contribution for conveyance of land from affiliate | 143,000 | ||
Payment for permanent easement of land | $ 300,000 | ||
Dredge Material Disposal Agreement [Member] | Cheniere Land Holdings [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Dredge Material Deposits, Price Per Cubic Yard Of Deposit | $ 0.50 | ||
Dredge Material Deposits, Deposit Amounts | yd3 | 5,000,000 | ||
Tax Sharing Agreement [Member] | Cheniere [Member] | CCL [Member] | |||
Related Party Transaction [Line Items] | |||
Income Taxes Paid, Net | $ 0 | ||
Tax Sharing Agreement [Member] | Cheniere [Member] | CCP [Member] | |||
Related Party Transaction [Line Items] | |||
Income Taxes Paid, Net | 0 | ||
Equity Contribution Agreement [Member] | Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Cash contributions | 1,900,000,000 | ||
Equity Contribution Agreement [Member] | Cheniere [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Cash contributions | 2,600,000,000 | ||
Early Works Equity Contribution Agreement [Member] | Cheniere [Member] | |||
Related Party Transaction [Line Items] | |||
Cash contributions | 35,000,000 | ||
Early Works Equity Contribution Agreement [Member] | Cheniere [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Cash contributions | $ 310,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||||
U.S. federal statutory tax rate | 21.00% | 35.00% | 35.00% | 35.00% | 35.00% |
U.S. tax reform rate change | (121.10%) | 0.00% | 0.00% | ||
Other | (0.20%) | 0.00% | 0.00% | ||
Valuation allowance | 86.30% | (35.00%) | (35.00%) | ||
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes Income Taxes - Com
Income Taxes Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | |||||
Federal net operating loss carryforward | $ 49,194,000 | $ 53,618,000 | |||
Derivative instruments | 15,487,000 | 46,754,000 | |||
Long-term debt | 14,270,000 | 15,953,000 | |||
Property, plant and equipment | 9,143,000 | 13,680,000 | |||
Other | 303,000 | 393,000 | |||
Less: valuation allowance | (88,397,000) | (130,398,000) | |||
Total net deferred tax asset | 0 | 0 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 234,000,000 | ||||
Uncertain tax positions | 0 | $ 0 | |||
Valuation Allowance, Deferred Tax Asset, Decrease | $ 41,400,000 | ||||
U.S. corporate income tax rate | 21.00% | 35.00% | 35.00% | 35.00% | 35.00% |
Reduction to U.S. net deferred tax assets due to U.S. tax reform rate change | $ 58,900,000 | ||||
Decrease in effective tax rate due to U.S. tax reform rate change | 121.10% | (0.00%) | (0.00%) | ||
Income tax expense, impact due to U.S. tax reform rate change | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Operating Leases, Rent Expense | $ 1,200 | $ 1,000 | $ 1,000 |
2018, Minimum Payment | 895 | ||
2019, Minimum Payment | 841 | ||
2020, Minimum Payment | 245 | ||
2021, Minimum Payment | 0 | ||
2022, Minimum Payment | 0 | ||
Thereafter, Minimum Payment | 0 | ||
Total, Minimum Payment | $ 1,981 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)item | |
Commitments and Contingencies [Line Items] | |
Loss Contingency, Pending Claims, Number | item | 0 |
EPC Contract, Stage 1 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | $ 7,800 |
EPC Contract, Stage 1 [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | 30 |
EPC Contract, Stage 2 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 2,400 |
EPC Contract, Stage 2 [Member] | Prior to Issuance of NTP [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | 2.5 |
EPC Contract, Stage 2 [Member] | After Issuance Of NTP [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | $ 30 |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for interest, net of amounts capitalized | $ 0 | $ 0 | $ 17,456 |
Noncash capital contribution for conveyance of asset from affiliate | 0 | 143 | 0 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) | $ 274,300 | $ 145,600 | $ 81,100 |
Supplemental Guarantor Inform58
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Restricted cash | 226,559 | 197,201 | ||
Advances to affiliate | 31,486 | 20,108 | ||
Other current assets | 1,494 | 37,195 | ||
Other current assets—affiliate | 190 | 141 | ||
Total current assets | 259,729 | 254,645 | ||
Non-current restricted cash | 0 | 73,339 | ||
Property, plant and equipment, net | 8,261,383 | 6,076,672 | ||
Debt issuance and deferred financing costs, net | 98,175 | 155,847 | ||
Investments in subsidiaries | 0 | 0 | ||
Non-current advances under long-term contracts | 0 | 46,398 | ||
Other non-current assets, net | 40,593 | 29,547 | ||
Total assets | 8,659,880 | 6,636,448 | ||
Current liabilities | ||||
Accounts payable | 6,461 | 9,120 | ||
Accrued liabilities | 258,060 | 137,648 | ||
Due to affiliates | 23,789 | 7,050 | ||
Derivative liabilities | 19,609 | 43,383 | ||
Total current liabilities | 307,919 | 197,201 | ||
Long-term debt, net | 6,669,476 | 5,081,715 | ||
Non-current derivative liabilities | 15,209 | 43,105 | ||
Deferred tax liability | 0 | |||
Other non-current liabilities—affiliate | 0 | 618 | ||
Member’s equity | 1,667,276 | 1,313,809 | $ 1,399,350 | $ 65,532 |
Total liabilities and member’s equity | 8,659,880 | 6,636,448 | ||
Parent Issuer [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 226,559 | 197,201 | ||
Advances to affiliate | 0 | 0 | ||
Other current assets | 246 | 152 | ||
Other current assets—affiliate | 0 | 0 | ||
Total current assets | 226,805 | 197,353 | ||
Non-current restricted cash | 73,339 | |||
Property, plant and equipment, net | 651,687 | 306,342 | ||
Debt issuance and deferred financing costs, net | 98,175 | 155,847 | ||
Investments in subsidiaries | 7,648,111 | 5,927,833 | ||
Non-current advances under long-term contracts | 0 | |||
Other non-current assets, net | 2,469 | 50 | ||
Total assets | 8,627,247 | 6,660,764 | ||
Current liabilities | ||||
Accounts payable | 82 | 332 | ||
Accrued liabilities | 136,389 | 61,328 | ||
Due to affiliates | 0 | 0 | ||
Derivative liabilities | 19,609 | 43,383 | ||
Total current liabilities | 156,080 | 105,043 | ||
Long-term debt, net | 6,669,476 | 5,081,715 | ||
Non-current derivative liabilities | 15,118 | 43,105 | ||
Deferred tax liability | 0 | |||
Other non-current liabilities—affiliate | 0 | |||
Member’s equity | 1,786,573 | 1,430,901 | ||
Total liabilities and member’s equity | 8,627,247 | 6,660,764 | ||
Guarantors [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Advances to affiliate | 31,486 | 20,108 | ||
Other current assets | 1,248 | 37,043 | ||
Other current assets—affiliate | 191 | 142 | ||
Total current assets | 32,925 | 57,293 | ||
Non-current restricted cash | 0 | |||
Property, plant and equipment, net | 7,609,696 | 5,770,330 | ||
Debt issuance and deferred financing costs, net | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Non-current advances under long-term contracts | 46,398 | |||
Other non-current assets, net | 38,124 | 29,497 | ||
Total assets | 7,680,745 | 5,903,518 | ||
Current liabilities | ||||
Accounts payable | 6,379 | 8,788 | ||
Accrued liabilities | 121,671 | 76,320 | ||
Due to affiliates | 23,789 | 7,050 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 151,839 | 92,158 | ||
Long-term debt, net | 0 | 0 | ||
Non-current derivative liabilities | 91 | 0 | ||
Deferred tax liability | 2,983 | |||
Other non-current liabilities—affiliate | 618 | |||
Member’s equity | 7,525,832 | 5,810,742 | ||
Total liabilities and member’s equity | 7,680,745 | 5,903,518 | ||
Eliminations [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Advances to affiliate | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Other current assets—affiliate | (1) | (1) | ||
Total current assets | (1) | (1) | ||
Non-current restricted cash | 0 | |||
Property, plant and equipment, net | 0 | 0 | ||
Debt issuance and deferred financing costs, net | 0 | 0 | ||
Investments in subsidiaries | (7,648,111) | (5,927,833) | ||
Non-current advances under long-term contracts | 0 | |||
Other non-current assets, net | 0 | 0 | ||
Total assets | (7,648,112) | (5,927,834) | ||
Current liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Due to affiliates | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt, net | 0 | 0 | ||
Non-current derivative liabilities | 0 | 0 | ||
Deferred tax liability | (2,983) | |||
Other non-current liabilities—affiliate | 0 | |||
Member’s equity | (7,645,129) | (5,927,834) | ||
Total liabilities and member’s equity | $ (7,648,112) | $ (5,927,834) |
Supplemental Guarantor Inform59
Supplemental Guarantor Information - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | |||||||||||
Operating and maintenance expense | 3,115 | 1,372 | 572 | ||||||||
Operating and maintenance expense—affiliate | 2,401 | 95 | 0 | ||||||||
Development expense (recovery) | 516 | (81) | 13,690 | ||||||||
Development expense (recovery)—affiliate | 8 | (10) | 5,525 | ||||||||
General and administrative expense | 5,551 | 4,240 | 3,189 | ||||||||
General and administrative expense—affiliate | 1,173 | 607 | 13 | ||||||||
Depreciation and amortization expense | 892 | 249 | 55 | ||||||||
Impairment expense and loss on disposal of assets | 5,505 | 0 | 0 | ||||||||
Total expenses | 19,161 | 6,472 | 23,044 | ||||||||
Loss from operations | (7,728) | (5,576) | (3,138) | (2,719) | (2,258) | (1,809) | (1,672) | (733) | (19,161) | (6,472) | (23,044) |
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | 0 | 0 | (25,680) | ||||||||
Loss on early extinguishment of debt | (32,480) | (63,318) | (16,498) | ||||||||
Derivative gain (loss), net | 3,249 | (15,571) | (161,917) | ||||||||
Other income (expense) | (260) | (126) | 42 | ||||||||
Total other income (expense) | (29,491) | (79,015) | (204,053) | ||||||||
Loss before income taxes | (48,652) | ||||||||||
Income tax provision | 0 | ||||||||||
Net loss | $ 30,440 | $ (8,577) | $ (68,758) | $ (1,757) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | (48,652) | (85,487) | (227,097) |
Parent Issuer [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Operating and maintenance expense | 0 | 0 | 0 | ||||||||
Operating and maintenance expense—affiliate | 0 | 0 | |||||||||
Development expense (recovery) | 0 | 0 | 0 | ||||||||
Development expense (recovery)—affiliate | 0 | 0 | 0 | ||||||||
General and administrative expense | 1,360 | 709 | 724 | ||||||||
General and administrative expense—affiliate | 0 | 0 | 0 | ||||||||
Depreciation and amortization expense | 13 | 0 | 0 | ||||||||
Impairment expense and loss on disposal of assets | 0 | ||||||||||
Total expenses | 1,373 | 709 | 724 | ||||||||
Loss from operations | (1,373) | (709) | (724) | ||||||||
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | (25,680) | ||||||||||
Loss on early extinguishment of debt | (32,480) | (63,318) | (16,498) | ||||||||
Derivative gain (loss), net | 3,249 | (15,571) | (161,917) | ||||||||
Other income (expense) | (265) | (131) | 36 | ||||||||
Total other income (expense) | (29,496) | (79,020) | (204,059) | ||||||||
Loss before income taxes | (30,869) | ||||||||||
Income tax provision | 0 | ||||||||||
Net loss | (30,869) | (79,729) | (204,783) | ||||||||
Guarantors [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Operating and maintenance expense | 3,115 | 1,372 | 572 | ||||||||
Operating and maintenance expense—affiliate | 2,401 | 95 | |||||||||
Development expense (recovery) | 516 | (81) | 13,690 | ||||||||
Development expense (recovery)—affiliate | 8 | (10) | 5,525 | ||||||||
General and administrative expense | 4,191 | 3,531 | 2,465 | ||||||||
General and administrative expense—affiliate | 1,173 | 607 | 13 | ||||||||
Depreciation and amortization expense | 879 | 249 | 55 | ||||||||
Impairment expense and loss on disposal of assets | 5,505 | ||||||||||
Total expenses | 17,788 | 5,763 | 22,320 | ||||||||
Loss from operations | (17,788) | (5,763) | (22,320) | ||||||||
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | 0 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||
Derivative gain (loss), net | 0 | 0 | 0 | ||||||||
Other income (expense) | 15,580 | 5 | 6 | ||||||||
Total other income (expense) | 15,580 | 5 | 6 | ||||||||
Loss before income taxes | (2,208) | ||||||||||
Income tax provision | (2,983) | ||||||||||
Net loss | (5,191) | (5,758) | (22,314) | ||||||||
Eliminations [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Expenses | |||||||||||
Operating and maintenance expense | 0 | 0 | 0 | ||||||||
Operating and maintenance expense—affiliate | 0 | 0 | |||||||||
Development expense (recovery) | 0 | 0 | 0 | ||||||||
Development expense (recovery)—affiliate | 0 | 0 | 0 | ||||||||
General and administrative expense | 0 | 0 | 0 | ||||||||
General and administrative expense—affiliate | 0 | 0 | 0 | ||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Impairment expense and loss on disposal of assets | 0 | ||||||||||
Total expenses | 0 | 0 | 0 | ||||||||
Loss from operations | 0 | 0 | 0 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net of capitalized interest | 0 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||
Derivative gain (loss), net | 0 | 0 | 0 | ||||||||
Other income (expense) | (15,575) | 0 | 0 | ||||||||
Total other income (expense) | (15,575) | 0 | 0 | ||||||||
Loss before income taxes | (15,575) | ||||||||||
Income tax provision | 2,983 | ||||||||||
Net loss | $ (12,592) | $ 0 | $ 0 |
Supplemental Guarantor Inform60
Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||||||||||
Net loss | $ 30,440 | $ (8,577) | $ (68,758) | $ (1,757) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ (48,652) | $ (85,487) | $ (227,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 892 | 249 | 55 | ||||||||
Amortization of debt issuance costs, net of capitalization | 6,340 | ||||||||||
Allowance for funds used during construction | 0 | ||||||||||
Deferred income taxes | 0 | ||||||||||
Loss on early extinguishment of debt | 32,480 | 63,318 | 16,498 | ||||||||
Total losses (gains) on derivatives, net | (3,158) | 15,571 | 161,917 | ||||||||
Net cash used for settlement of derivative instruments | (50,981) | (34,082) | (56,918) | ||||||||
Impairment expense and loss on disposal of assets | 5,505 | 0 | 0 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts payable and accrued liabilities | 152 | 415 | 1,002 | ||||||||
Due to affiliates | 1,567 | (331) | 275 | ||||||||
Advances to affiliate | 0 | 0 | (10,073) | ||||||||
Other, net | (1,454) | (745) | 301 | ||||||||
Other, net—affiliate | (667) | 13 | 498 | ||||||||
Net cash used in operating activities | (64,316) | (41,079) | (107,202) | ||||||||
Cash flows from investing activities | |||||||||||
Property, plant and equipment, net | (1,987,254) | (2,051,530) | (3,820,947) | ||||||||
Investments in subsidiaries | 0 | 0 | 0 | ||||||||
Other | 25,045 | (44,367) | (18,468) | ||||||||
Net cash used in investing activities | (1,962,209) | (2,095,897) | (3,839,415) | ||||||||
Cash flows from financing activities | |||||||||||
Proceeds from issuances of debt | 3,040,000 | 4,838,000 | 2,713,000 | ||||||||
Repayments of debt | (1,436,050) | (2,420,212) | 0 | ||||||||
Debt issuance and deferred financing costs | (23,496) | (56,783) | (280,528) | ||||||||
Capital contributions | 402,119 | 91 | 1,560,915 | ||||||||
Distributions | 0 | ||||||||||
Distribution to affiliate | 0 | (288) | 0 | ||||||||
Other | (29) | (62) | 0 | ||||||||
Net cash provided by financing activities | 1,982,544 | 2,360,746 | 3,993,387 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (43,981) | 223,770 | 46,770 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 270,540 | 46,770 | 270,540 | 46,770 | 0 | ||||||
Cash, cash equivalents and restricted cash—end of period | 226,559 | 270,540 | 226,559 | 270,540 | 46,770 | ||||||
Parent Issuer [Member] | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (30,869) | (79,729) | (204,783) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 13 | 0 | 0 | ||||||||
Amortization of debt issuance costs, net of capitalization | 6,340 | ||||||||||
Allowance for funds used during construction | 0 | ||||||||||
Deferred income taxes | 0 | ||||||||||
Loss on early extinguishment of debt | 32,480 | 63,318 | 16,498 | ||||||||
Total losses (gains) on derivatives, net | (3,249) | 15,571 | 161,917 | ||||||||
Net cash used for settlement of derivative instruments | (50,981) | (34,082) | (56,918) | ||||||||
Impairment expense and loss on disposal of assets | 0 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts payable and accrued liabilities | 68 | 121 | 453 | ||||||||
Due to affiliates | 0 | 0 | (860) | ||||||||
Advances to affiliate | 0 | ||||||||||
Other, net | (95) | (153) | 0 | ||||||||
Other, net—affiliate | 0 | 0 | 0 | ||||||||
Net cash used in operating activities | (52,633) | (34,954) | (77,353) | ||||||||
Cash flows from investing activities | |||||||||||
Property, plant and equipment, net | (253,612) | (126,547) | (63,783) | ||||||||
Investments in subsidiaries | (1,720,280) | (1,975,474) | (3,804,848) | ||||||||
Other | 0 | 0 | (633) | ||||||||
Net cash used in investing activities | (1,973,892) | (2,102,021) | (3,869,264) | ||||||||
Cash flows from financing activities | |||||||||||
Proceeds from issuances of debt | 3,040,000 | 4,838,000 | 2,713,000 | ||||||||
Repayments of debt | (1,436,050) | (2,420,212) | |||||||||
Debt issuance and deferred financing costs | (23,496) | (56,783) | (280,528) | ||||||||
Capital contributions | 402,119 | 90 | 1,560,915 | ||||||||
Distributions | 0 | ||||||||||
Distribution to affiliate | (288) | ||||||||||
Other | (29) | (62) | |||||||||
Net cash provided by financing activities | 1,982,544 | 2,360,745 | 3,993,387 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (43,981) | 223,770 | 46,770 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 270,540 | 46,770 | 270,540 | 46,770 | 0 | ||||||
Cash, cash equivalents and restricted cash—end of period | 226,559 | 270,540 | 226,559 | 270,540 | 46,770 | ||||||
Guarantors [Member] | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (5,191) | (5,758) | (22,314) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 879 | 249 | 55 | ||||||||
Amortization of debt issuance costs, net of capitalization | 0 | ||||||||||
Allowance for funds used during construction | (15,575) | ||||||||||
Deferred income taxes | 2,983 | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||
Total losses (gains) on derivatives, net | 91 | 0 | 0 | ||||||||
Net cash used for settlement of derivative instruments | 0 | 0 | 0 | ||||||||
Impairment expense and loss on disposal of assets | 5,505 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts payable and accrued liabilities | 84 | 294 | 549 | ||||||||
Due to affiliates | 1,567 | (331) | 1,135 | ||||||||
Advances to affiliate | (10,073) | ||||||||||
Other, net | (1,359) | (592) | 301 | ||||||||
Other, net—affiliate | (667) | 13 | 498 | ||||||||
Net cash used in operating activities | (11,683) | (6,125) | (29,849) | ||||||||
Cash flows from investing activities | |||||||||||
Property, plant and equipment, net | (1,733,642) | (1,924,983) | (3,757,164) | ||||||||
Investments in subsidiaries | 0 | 0 | 0 | ||||||||
Other | 25,045 | (44,367) | (17,835) | ||||||||
Net cash used in investing activities | (1,708,597) | (1,969,350) | (3,774,999) | ||||||||
Cash flows from financing activities | |||||||||||
Proceeds from issuances of debt | 0 | 0 | 0 | ||||||||
Repayments of debt | 0 | 0 | |||||||||
Debt issuance and deferred financing costs | 0 | 0 | 0 | ||||||||
Capital contributions | 1,720,437 | 1,975,475 | 3,804,848 | ||||||||
Distributions | (157) | ||||||||||
Distribution to affiliate | 0 | ||||||||||
Other | 0 | 0 | |||||||||
Net cash provided by financing activities | 1,720,280 | 1,975,475 | 3,804,848 | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | 0 | 0 | 0 | 0 | 0 | ||||||
Cash, cash equivalents and restricted cash—end of period | 0 | 0 | 0 | 0 | 0 | ||||||
Eliminations [Member] | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (12,592) | 0 | 0 | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Amortization of debt issuance costs, net of capitalization | 0 | ||||||||||
Allowance for funds used during construction | 15,575 | ||||||||||
Deferred income taxes | (2,983) | ||||||||||
Loss on early extinguishment of debt | 0 | 0 | 0 | ||||||||
Total losses (gains) on derivatives, net | 0 | 0 | 0 | ||||||||
Net cash used for settlement of derivative instruments | 0 | 0 | 0 | ||||||||
Impairment expense and loss on disposal of assets | 0 | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts payable and accrued liabilities | 0 | 0 | 0 | ||||||||
Due to affiliates | 0 | 0 | 0 | ||||||||
Advances to affiliate | 0 | ||||||||||
Other, net | 0 | 0 | 0 | ||||||||
Other, net—affiliate | 0 | 0 | 0 | ||||||||
Net cash used in operating activities | 0 | 0 | 0 | ||||||||
Cash flows from investing activities | |||||||||||
Property, plant and equipment, net | 0 | 0 | 0 | ||||||||
Investments in subsidiaries | 1,720,280 | 1,975,474 | 3,804,848 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | 1,720,280 | 1,975,474 | 3,804,848 | ||||||||
Cash flows from financing activities | |||||||||||
Proceeds from issuances of debt | 0 | 0 | 0 | ||||||||
Repayments of debt | 0 | 0 | |||||||||
Debt issuance and deferred financing costs | 0 | 0 | 0 | ||||||||
Capital contributions | (1,720,437) | (1,975,474) | (3,804,848) | ||||||||
Distributions | 157 | ||||||||||
Distribution to affiliate | 0 | ||||||||||
Other | 0 | 0 | |||||||||
Net cash provided by financing activities | (1,720,280) | (1,975,474) | (3,804,848) | ||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | ||||||||
Cash, cash equivalents and restricted cash—beginning of period | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Cash, cash equivalents and restricted cash—end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Supplemental Guarantor Inform61
Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows - Balances per Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Balances per Condensed Consolidating Balance Sheets: | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Restricted cash | 226,559 | 197,201 | ||
Non-current restricted cash | 0 | 73,339 | ||
Total cash, cash equivalents and restricted cash | 226,559 | 270,540 | $ 46,770 | $ 0 |
Parent Issuer [Member] | ||||
Balances per Condensed Consolidating Balance Sheets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 226,559 | 197,201 | ||
Non-current restricted cash | 73,339 | |||
Total cash, cash equivalents and restricted cash | 226,559 | 270,540 | 46,770 | 0 |
Guarantors [Member] | ||||
Balances per Condensed Consolidating Balance Sheets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Non-current restricted cash | 0 | |||
Total cash, cash equivalents and restricted cash | 0 | 0 | 0 | 0 |
Eliminations [Member] | ||||
Balances per Condensed Consolidating Balance Sheets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Non-current restricted cash | 0 | |||
Total cash, cash equivalents and restricted cash | $ 0 | $ 0 | $ 0 | $ 0 |
Summarized Quarterly Financia62
Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Loss from operations | (7,728) | (5,576) | (3,138) | (2,719) | (2,258) | (1,809) | (1,672) | (733) | (19,161) | (6,472) | (23,044) |
Net income (loss) | $ 30,440 | $ (8,577) | $ (68,758) | $ (1,757) | $ 163,752 | $ 18,230 | $ (106,585) | $ (160,884) | $ (48,652) | $ (85,487) | $ (227,097) |