Document_and_Entity_Informatio
Document and Entity Information Document | 6 Months Ended | |
Jun. 30, 2014 | Jul. 17, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'CHENIERE ENERGY INC | ' |
Entity Central Index Key | '0000003570 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 238,084,517 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $889,887 | $960,842 |
Restricted cash and cash equivalents | 670,659 | 598,064 |
Accounts and interest receivable | 4,175 | 4,486 |
LNG inventory | 5,800 | 10,563 |
Prepaid expenses and other | 20,963 | 17,225 |
Total current assets | 1,591,484 | 1,591,180 |
Non-current restricted cash and cash equivalents | 1,855,769 | 1,031,399 |
Property, plant and equipment, net | 7,933,868 | 6,454,399 |
Debt issuance costs, net | 259,716 | 313,944 |
Non-current derivative assets | 20,236 | 98,123 |
Goodwill | 76,819 | 76,819 |
Other | 121,403 | 107,373 |
Total assets | 11,859,295 | 9,673,237 |
Current liabilities | ' | ' |
Accounts payable | 30,205 | 10,367 |
Accrued liabilities | 320,918 | 186,552 |
Deferred revenue | 26,639 | 26,593 |
Other | 13,121 | 13,499 |
Total current liabilities | 390,883 | 237,011 |
Long-term debt, net | 8,987,850 | 6,576,273 |
Long-term deferred revenue | 15,500 | 17,500 |
Other non-current liabilities | 4,105 | 2,396 |
Commitments and contingencies | ' | ' |
Stockholders’ equity | ' | ' |
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | 0 | 0 |
Common stock, $0.003 par value, Authorized: 480.0 million shares at June 30, 2014 and December 31, 2013, Issued and outstanding: 238.1 million shares at June 30, 2014 and December 31, 2013 | 715 | 716 |
Treasury stock: 9.2 million shares and 9.0 million shares at June 30, 2014 and December 31, 2013, respectively, at cost | -189,646 | -179,826 |
Additional paid-in-capital | 2,533,119 | 2,459,699 |
Accumulated deficit | -2,400,645 | -2,100,907 |
Total stockholders’ equity | -56,457 | 179,682 |
Non-controlling interest | 2,517,414 | 2,660,375 |
Total equity | 2,460,957 | 2,840,057 |
Total liabilities and equity | $11,859,295 | $9,673,237 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet Parentheticals (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 |
Common Stock, Shares, Issued | 238,100,000 | 238,100,000 |
Common Stock, Shares, Outstanding | 238,063,000 | 238,091,000 |
Treasury Stock, Shares | 9,220,000 | 8,970,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Revenues | ' | ' | ' | ' | ||||
LNG terminal revenues | $66,841 | $66,426 | $133,260 | $132,487 | ||||
Marketing and trading revenues (losses) | 324 | 416 | 981 | -149 | ||||
Other | 480 | 335 | 954 | 745 | ||||
Total revenues | 67,645 | [1] | 67,177 | [1] | 135,195 | [1] | 133,083 | [1] |
Operating costs and expenses | ' | ' | ' | ' | ||||
General and administrative expense | 67,720 | 135,076 | 141,528 | 220,875 | ||||
Depreciation | 17,298 | 15,173 | 32,773 | 30,286 | ||||
LNG terminal operating expense | 29,409 | 31,068 | 43,096 | 46,327 | ||||
LNG terminal development expense | 15,263 | 22,081 | 27,375 | 39,168 | ||||
Other | 90 | 57 | 170 | 159 | ||||
Total operating costs and expenses | 129,780 | 203,455 | 244,942 | 336,815 | ||||
Loss from operations | -62,135 | -136,278 | -109,747 | -203,732 | ||||
Other income (expense) | ' | ' | ' | ' | ||||
Interest expense, net | -43,789 | -42,016 | -84,059 | -82,278 | ||||
Loss on early extinguishment of debt | -114,335 | -80,510 | -114,335 | -80,510 | ||||
Derivative gain (loss), net | -60,178 | 95,509 | -94,859 | 78,041 | ||||
Other income (expense) | -189 | 413 | 121 | 889 | ||||
Total other expense | -218,491 | -26,604 | -293,132 | -83,858 | ||||
Loss before income taxes and non-controlling interest | -280,626 | [2] | -162,882 | [2] | -402,879 | [2] | -287,590 | [2] |
Income tax provision | -84 | -1,022 | -176 | -942 | ||||
Net loss | -280,710 | -163,904 | -403,055 | -288,532 | ||||
Less: net loss attributable to non-controlling interest | -78,782 | -9,140 | -103,317 | -16,664 | ||||
Net loss attributable to common stockholders | ($201,928) | ($154,764) | ($299,738) | ($271,868) | ||||
Net loss per share attributable to common stockholders—basic and diluted | ($0.90) | ($0.71) | ($1.34) | ($1.26) | ||||
Weighted average number of common shares outstanding—basic and diluted | 223,602 | 217,397 | 223,406 | 216,520 | ||||
[1] | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal and international revenue allocations using a cost plus transfer pricing methodology. | |||||||
[2] | Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($280,710) | ($163,904) | ($403,055) | ($288,532) |
Other comprehensive income (loss) | ' | ' | ' | ' |
Loss on settlements of interest rate cash flow hedges retained in other comprehensive income | 0 | 0 | 0 | -30 |
Change in fair value of interest rate cash flow hedges | 0 | 0 | 0 | 21,297 |
Losses reclassified into earnings as a result of discontinuance of cash flow hedge accounting | 0 | 5,973 | 0 | 5,973 |
Foreign currency translation | 0 | 16 | 0 | -24 |
Total other comprehensive income | 0 | 5,989 | 0 | 27,216 |
Comprehensive loss | -280,710 | -157,915 | -403,055 | -261,316 |
Less: comprehensive loss attributable to non-controlling interest | -78,782 | -7,788 | -103,317 | -14,632 |
Comprehensive loss attributable to common stockholders | ($201,928) | ($150,127) | ($299,738) | ($246,684) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
In Thousands, unless otherwise specified | |||||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2013 | $2,840,057 | $716 | ($179,826) | $2,459,699 | ($2,100,907) | $0 | $2,660,375 |
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2013 | 8,970 | ' | 8,970 | ' | ' | ' | ' |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2013 | 238,091 | 238,091 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 7,017 | 1 | ' | 7,016 | ' | ' | ' |
Exercise of stock options, shares | ' | 270 | ' | ' | ' | ' | ' |
Issuances of restricted stock | 0 | 1 | ' | -1 | ' | ' | ' |
Issuances of restricted stock, shares | ' | 446 | ' | ' | ' | ' | ' |
Forfeitures of restricted stock | 0 | -2 | ' | 2 | ' | ' | ' |
Forfeitures of restricted stock, shares | ' | -554 | 60 | ' | ' | ' | ' |
Stock-based compensation | 66,317 | ' | ' | 66,317 | ' | ' | ' |
Shares repurchased related to stock-based compensation | -9,820 | -1 | -9,820 | 1 | ' | ' | ' |
Shares repurchased related to stock-based compensation, shares | ' | -190 | 190 | ' | ' | ' | ' |
Excess tax benefit from stock-based compensation | 85 | ' | ' | 85 | ' | ' | ' |
Loss attributable to non-controlling interest | -103,317 | ' | ' | ' | ' | ' | -103,317 |
Distributions to non-controlling interest | -39,644 | ' | ' | ' | ' | ' | -39,644 |
Net loss | -299,738 | ' | ' | ' | -299,738 | ' | ' |
Stockholders' Equity, End of Period at Jun. 30, 2014 | $2,460,957 | $715 | ($189,646) | $2,533,119 | ($2,400,645) | $0 | $2,517,414 |
Treasury Stock, Shares, End of Period at Jun. 30, 2014 | 9,220 | ' | 9,220 | ' | ' | ' | ' |
Common Stock, Shares, Outstanding, End of Period at Jun. 30, 2014 | 238,063 | 238,063 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss attributable to common stockholders | ($299,738) | ($271,868) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Use of restricted cash and cash equivalents for certain operating activities | 82,927 | 55,842 |
Loss on early extinguishment of debt | 114,335 | 80,510 |
Depreciation | 32,773 | 30,286 |
Amortization of debt issuance costs and discount | 5,639 | 4,943 |
Stock-based compensation | 62,013 | 176,123 |
Non-cash LNG inventory write-downs | 14,978 | 13,599 |
Total (gains) losses on derivatives, net | 94,859 | -77,760 |
Net cash from settlement of derivative instruments | -17,437 | -175 |
Net loss attributable to non-controlling interest | -103,317 | -16,664 |
Other | -1,826 | -2,021 |
Changes in operating assets and liabilities: | ' | ' |
Accounts and interest receivable | 461 | -23,250 |
Accounts payable and accrued liabilities | 22,856 | 25,173 |
LNG inventory | -14,376 | -12,310 |
Deferred revenue | -1,955 | -1,955 |
Prepaid expenses and other | -3,533 | -2,316 |
Net cash used in operating activities | -11,341 | -21,843 |
Cash flows from investing activities | ' | ' |
Property, plant and equipment, net | -1,352,400 | -1,272,701 |
Use of restricted cash and cash equivalents for the acquisition of property, plant and equipment | 1,303,011 | 1,580,268 |
Investment in Cheniere Partners | 0 | -11,122 |
Other | -5,894 | -7,479 |
Net cash provided by (used in) investing activities | -55,283 | 288,966 |
Cash flows from financing activities | ' | ' |
Proceeds from issuances of long-term debt | 2,584,500 | 3,504,478 |
Proceeds from sale of common units by Cheniere Partners | 0 | 364,795 |
Investment in restricted cash and cash equivalents | -2,282,903 | -3,520,638 |
Debt issuance and deferred financing costs | -85,367 | -228,882 |
Distributions to non-controlling interest | -39,644 | -30,872 |
Repayments of long-term debt | -177,000 | -100,000 |
Payments related to tax withholdings for stock-based compensation | -9,218 | -71,913 |
Proceeds from exercise of stock options | 6,265 | 0 |
Other | -964 | 11,119 |
Net cash used in financing activities | -4,331 | -71,913 |
Net increase (decrease) in cash and cash equivalents | -70,955 | 195,210 |
Cash and cash equivalents—beginning of period | 960,842 | 201,711 |
Cash and cash equivalents—end of period | $889,887 | $396,921 |
Basis_of_Presentation_Basis_of
Basis of Presentation Basis of Presentation (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
BASIS OF PRESENTATION | |
The accompanying unaudited Consolidated Financial Statements of Cheniere Energy, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. Unless the context requires otherwise, references to the “Company,” “Cheniere,” “we,” “us” and “our” refer to Cheniere Energy, Inc. and its consolidated subsidiaries, including our publicly traded subsidiaries, Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP) and Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”) (NYSE MKT: CQH). | |
Results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2014. | |
For further information, refer to the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. |
Restricted_Cash_and_Cash_Equiv
Restricted Cash and Cash Equivalents (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Cash and Cash Equivalents [Abstract] | ' |
Restricted Cash and Cash Equivalents | ' |
RESTRICTED CASH AND CASH EQUIVALENTS | |
Restricted cash and cash equivalents consist of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. Restricted cash and cash equivalents include the following: | |
Sabine Pass LNG, L.P. (“Sabine Pass LNG”) Senior Notes Debt Service Reserve | |
Sabine Pass LNG has consummated private offerings of an aggregate principal amount of $1,665.5 million, before discount, of 7.50% Senior Secured Notes due 2016 (the “2016 Sabine Pass LNG Senior Notes”) and $420.0 million of 6.50% Senior Secured Notes due 2020 (the “2020 Sabine Pass LNG Senior Notes”). See Note 7—“Long-Term Debt.” Collectively, the 2016 Sabine Pass LNG Senior Notes and the 2020 Sabine Pass LNG Senior Notes are referred to as the “Sabine Pass LNG Senior Notes.” Under the indentures governing the Sabine Pass LNG Senior Notes (the “Sabine Pass LNG Indentures”), except for permitted tax distributions, Sabine Pass LNG may not make distributions until certain conditions are satisfied, including: (i) there must be on deposit in an interest payment account an amount equal to one-sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (ii) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2:1 and other conditions specified in the Sabine Pass LNG Indentures. | |
As of both June 30, 2014 and December 31, 2013, we classified $15.0 million as current restricted cash and cash equivalents for the payment of current interest due. As of both June 30, 2014 and December 31, 2013, we classified the permanent debt service reserve fund of $76.1 million as non-current restricted cash and cash equivalents. These cash accounts are controlled by a collateral trustee and, therefore, are shown as restricted cash and cash equivalents on our Consolidated Balance Sheets. | |
Sabine Pass Liquefaction, LLC (“Sabine Pass Liquefaction”) Reserve | |
In July 2012, Sabine Pass Liquefaction entered into a construction/term loan facility in an amount up to $3.6 billion (the “2012 Liquefaction Credit Facility”). During 2013, Sabine Pass Liquefaction entered into four credit facilities aggregating $5.9 billion (collectively, the “2013 Liquefaction Credit Facilities”), which amended and restated the 2012 Liquefaction Credit Facility. Under the terms and conditions of the 2012 Liquefaction Credit Facility Sabine Pass Liquefaction was required, and under the 2013 Liquefaction Credit Facilities Sabine Pass Liquefaction is required, to deposit all cash received into reserve accounts controlled by a collateral trustee. Therefore, all of Sabine Pass Liquefaction’s cash and cash equivalents are shown as restricted cash and cash equivalents on our Consolidated Balance Sheets. | |
During 2013, Sabine Pass Liquefaction issued an aggregate principal amount of $2.0 billion, before premium, of 5.625% Senior Secured Notes due 2021 (the “2021 Sabine Pass Liquefaction Senior Notes”), $1.0 billion of 6.25% Senior Secured Notes due 2022 (the “2022 Sabine Pass Liquefaction Senior Notes”) and $1.0 billion of 5.625% Senior Secured Notes due 2023 (the “2023 Sabine Pass Liquefaction Senior Notes”). During 2014, Sabine Pass Liquefaction issued an aggregate principal amount of $2.0 billion of 5.75% Senior Secured Notes due 2024 (the “2024 Sabine Pass Liquefaction Senior Notes” and collectively with the 2021 Sabine Pass Liquefaction Senior Notes, the 2022 Sabine Pass Liquefaction Senior Notes and the 2023 Sabine Pass Liquefaction Senior Notes, the “Sabine Pass Liquefaction Senior Notes”) and additional 2023 Sabine Pass Liquefaction Senior Notes (the “Additional 2023 Sabine Pass Liquefaction Senior Notes”) in an aggregate principal amount of $0.5 billion, before premium. | |
As of June 30, 2014 and December 31, 2013, we classified $312.4 million and $192.1 million, respectively, as current restricted cash and cash equivalents held by Sabine Pass Liquefaction for the payment of current liabilities related to the development and construction of natural gas liquefaction facilities at the Sabine Pass LNG terminal adjacent to the existing regasification facilities (the “Sabine Pass Liquefaction Project”) and $1,752.3 million and $867.6 million, respectively, as non-current restricted cash and cash equivalents held by Sabine Pass Liquefaction for future Sabine Pass Liquefaction Project construction costs. | |
Cheniere Creole Trail Pipeline, L.P. (“CTPL”) Reserve | |
In May 2013, CTPL entered into a $400.0 million term loan facility (the “CTPL Credit Facility”). As of June 30, 2014 and December 31, 2013, we classified $30.4 million and $20.5 million, respectively, as current restricted cash and cash equivalents held by CTPL for the payment of current liabilities and $21.0 million and $81.4 million, respectively, as non-current restricted cash and cash equivalents held by CTPL because such funds may only be used for modifications of the 94-mile Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines, in order to enable bi-directional natural gas flow and for the payment of interest during construction of such modifications. | |
Other Restricted Cash and Cash Equivalents | |
As of June 30, 2014 and December 31, 2013, $307.5 million and $351.0 million, respectively, of cash and cash equivalents were held by Sabine Pass LNG and Cheniere Partners that were restricted to Cheniere. In addition, as of June 30, 2014 and December 31, 2013, $5.4 million and $19.4 million, respectively, had been classified as current restricted cash and cash equivalents, and as of both June 30, 2014 and December 31, 2013, $6.3 million had been classified as non-current restricted cash and cash equivalents on our Consolidated Balance Sheets due to various other contractual restrictions. |
Property_Plant_and_Equipment_N
Property, Plant and Equipment (Notes) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment consists of LNG terminal costs and fixed assets and other, as follows (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
LNG terminal costs | ||||||||
LNG terminal | $ | 2,248,055 | $ | 2,234,796 | ||||
LNG terminal construction-in-process | 5,943,211 | 4,489,668 | ||||||
LNG site and related costs, net | 6,507 | 6,511 | ||||||
Accumulated depreciation | (320,441 | ) | (292,434 | ) | ||||
Total LNG terminal costs, net | 7,877,332 | 6,438,541 | ||||||
Fixed assets and other | ||||||||
Computer and office equipment | 4,242 | 8,115 | ||||||
Furniture and fixtures | 5,306 | 4,319 | ||||||
Computer software | 12,212 | 13,504 | ||||||
Leasehold improvements | 7,242 | 7,303 | ||||||
Other | 55,276 | 15,388 | ||||||
Accumulated depreciation | (27,742 | ) | (32,771 | ) | ||||
Total fixed assets and other, net | 56,536 | 15,858 | ||||||
Property, plant and equipment, net | $ | 7,933,868 | $ | 6,454,399 | ||||
NonControlling_Interest_Notes
Non-Controlling Interest (Notes) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Noncontrolling Interest [Abstract] | ' | |||
Non-Controlling Interest | ' | |||
NON-CONTROLLING INTEREST | ||||
Because we have a controlling interest in Cheniere Holdings and Cheniere Partners, these entities’ financial statements are consolidated in our Consolidated Financial Statements and these entities’ other equity is recorded as a non-controlling interest. The following table sets forth the changes of our non-controlling interest balance attributable to third-party investors’ interests during the six months ended June 30, 2014 (in thousands): | ||||
Non-controlling interest at December 31, 2013 | $ | 2,660,375 | ||
Distributions to Cheniere Partners’ non-controlling interest | (38,350 | ) | ||
Dividends to Cheniere Holdings’ non-controlling interest | (1,294 | ) | ||
Net loss attributable to non-controlling interest | (103,317 | ) | ||
Non-controlling interest at June 30, 2014 | $ | 2,517,414 | ||
Variable_Interest_Entity_Notes
Variable Interest Entity (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Variable Interest Entity [Abstract] | ' |
Variable Interest Entity | ' |
VARIABLE INTEREST ENTITY | |
Cheniere Partners | |
Cheniere Partners is a master limited partnership formed by us to own and operate the Sabine Pass LNG terminal and related assets. Cheniere Holdings is a limited liability company formed by us to hold our Cheniere Partners limited partner interests. As of June 30, 2014, we indirectly owned a 47.2% limited partner interest in Cheniere Partners through our interest in Cheniere Holdings in the form of 11,963,488 common units, 45,333,334 Class B units and 135,383,831 subordinated units. We also indirectly own a 2% general partner interest and the incentive distribution rights in Cheniere Partners. | |
Cheniere Energy Partners GP, LLC (“Cheniere Partners GP”), our wholly owned subsidiary, is the general partner of Cheniere Partners. In May 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco LP (“Blackstone”) entered into a unit purchase agreement (the “Blackstone Unit Purchase Agreement”) whereby Cheniere Partners agreed to sell to Blackstone in a private placement 100.0 million Class B units of Cheniere Partners (“Class B units”) at a price of $15.00 per Class B unit. In August 2012, all conditions to funding were met and Blackstone purchased its initial 33.3 million Class B units, and as of December 31, 2012, Blackstone had purchased the remaining 66.7 million Class B units. At initial funding, the board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone, four directors appointed by us and four independent directors mutually agreed upon by Blackstone and us and appointed by us. In addition, we provided Blackstone with a right to maintain one board seat on our board of directors. A quorum of Cheniere Partners GP directors consists of a majority of all directors, including at least two directors appointed by Blackstone, two directors appointed by us and two independent directors. Blackstone will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone’s ownership in Cheniere Partners is less than: (i) 20% of outstanding common units, subordinated units and Class B units, and (ii) 50.0 million Class B units. | |
As a result of contractual changes in the governance of Cheniere Partners GP in connection with the Blackstone Unit Purchase Agreement, we have determined that Cheniere Partners GP is a variable interest entity and that we, as the holder of the equity at risk, do not have a controlling financial interest due to the rights held by Blackstone. However, we continue to consolidate Cheniere Partners as a result of Blackstone’s right to maintain one board seat on our board of directors which creates a de facto agency relationship between Blackstone and us. GAAP requires that when a de facto agency relationship exists, one of the members of the de facto agency relationship must consolidate the variable interest entity based on certain criteria. As a result, we consolidate Cheniere Partners in our consolidated financial statements. |
Accrued_Liabilities_Notes
Accrued Liabilities (Notes) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
ACCRUED LIABILITIES | |||||||||
As of June 30, 2014 and December 31, 2013, accrued liabilities consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued interest expense and related fees | $ | 111,851 | $ | 80,151 | |||||
Payroll | 30,415 | 7,410 | |||||||
LNG liquefaction costs | 168,384 | 83,651 | |||||||
LNG terminal costs | 1,065 | 1,612 | |||||||
Other accrued liabilities | 9,203 | 13,728 | |||||||
Total accrued liabilities | $ | 320,918 | $ | 186,552 | |||||
LongTerm_Debt_Notes
Long-Term Debt (Notes) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-term Debt | ' | ||||||||
LONG-TERM DEBT | |||||||||
As of June 30, 2014 and December 31, 2013, our long-term debt consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long-term debt | |||||||||
2016 Sabine Pass LNG Senior Notes | $ | 1,665,500 | $ | 1,665,500 | |||||
2020 Sabine Pass LNG Senior Notes | 420,000 | 420,000 | |||||||
2021 Sabine Pass Liquefaction Senior Notes | 2,000,000 | 2,000,000 | |||||||
2022 Sabine Pass Liquefaction Senior Notes | 1,000,000 | 1,000,000 | |||||||
2023 Sabine Pass Liquefaction Senior Notes | 1,500,000 | 1,000,000 | |||||||
2024 Sabine Pass Liquefaction Senior Notes | 2,000,000 | — | |||||||
2013 Liquefaction Credit Facilities | — | 100,000 | |||||||
CTPL Credit Facility | 400,000 | 400,000 | |||||||
Total long-term debt | 8,985,500 | 6,585,500 | |||||||
Long-term debt premium (discount) | |||||||||
2016 Sabine Pass LNG Senior Notes | (11,345 | ) | (13,693 | ) | |||||
2021 Sabine Pass Liquefaction Senior Notes | 10,879 | 11,562 | |||||||
2023 Sabine Pass Liquefaction Senior Notes | 7,423 | — | |||||||
CTPL Credit Facility | (4,607 | ) | (7,096 | ) | |||||
Total long-term debt, net | $ | 8,987,850 | $ | 6,576,273 | |||||
For the three months ended June 30, 2014 and 2013, we incurred $140.4 million and $101.4 million of total interest cost, respectively, of which we capitalized and deferred $96.6 million and $59.4 million, respectively. For the six months ended June 30, 2014 and 2013, we incurred $269.0 million and $177.0 million of total interest cost, respectively, of which we capitalized and deferred $184.9 million and $94.7 million, respectively, of interest expense related to the construction of Trains 1 through 4 of the Sabine Pass Liquefaction Project. | |||||||||
Sabine Pass LNG Senior Notes | |||||||||
As of both June 30, 2014 and December 31, 2013, Sabine Pass LNG had an aggregate principal amount of $1,665.5 million, before discount, of the 2016 Sabine Pass LNG Senior Notes and $420.0 million of the 2020 Sabine Pass LNG Senior Notes outstanding. Borrowings under the 2016 Sabine Pass LNG Senior Notes and 2020 Sabine Pass LNG Senior Notes bear interest at a fixed rate of 7.50% and 6.50%, respectively. The terms of the 2016 Sabine Pass LNG Senior Notes and the 2020 Sabine Pass LNG Senior Notes are substantially similar. Interest on the Sabine Pass LNG Senior Notes is payable semi-annually in arrears. Subject to permitted liens, the Sabine Pass LNG Senior Notes are secured on a first-priority basis by a security interest in all of Sabine Pass LNG’s equity interests and substantially all of its operating assets. | |||||||||
Sabine Pass LNG may redeem all or part of the 2016 Sabine Pass LNG Senior Notes at any time, and from time to time, at a redemption price equal to 100% of the principal plus any accrued and unpaid interest plus the greater of: | |||||||||
• | 1.0% of the principal amount of the 2016 Sabine Pass LNG Senior Notes; or | ||||||||
• | the excess of: a) the present value at such redemption date of (i) the redemption price of the 2016 Sabine Pass LNG Senior Notes plus (ii) all required interest payments due on the 2016 Sabine Pass LNG Senior Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over b) the principal amount of the 2016 Sabine Pass LNG Senior Notes, if greater. | ||||||||
Sabine Pass LNG may redeem all or part of the 2020 Sabine Pass LNG Senior Notes at any time on or after November 1, 2016, at fixed redemption prices specified in the indenture governing the 2020 Sabine Pass LNG Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. Sabine Pass LNG may also, at its option, redeem all or part of the 2020 Sabine Pass LNG Senior Notes at any time prior to November 1, 2016, at a “make-whole” price set forth in the indenture governing the 2020 Sabine Pass LNG Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. At any time before November 1, 2015, Sabine Pass LNG may redeem up to 35% of the aggregate principal amount of the 2020 Sabine Pass LNG Senior Notes at a redemption price of 106.5% of the principal amount of the 2020 Sabine Pass LNG Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, in an amount not to exceed the net proceeds of one or more completed equity offerings as long as Sabine Pass LNG redeems the 2020 Sabine Pass LNG Senior Notes within 180 days of the closing date for such equity offering and at least 65% of the aggregate principal amount of the 2020 Sabine Pass LNG Senior Notes originally issued remains outstanding after the redemption. | |||||||||
Under the Sabine Pass LNG Indentures, except for permitted tax distributions, Sabine Pass LNG may not make distributions until certain conditions are satisfied as described in Note 2—“Restricted Cash and Cash Equivalents.” During the six months ended June 30, 2014 and 2013, Sabine Pass LNG made distributions of $173.0 million and $149.1 million, respectively, after satisfying all the applicable conditions in the Sabine Pass LNG Indentures. | |||||||||
Sabine Pass Liquefaction Senior Notes | |||||||||
In February 2013 and April 2013, Sabine Pass Liquefaction issued an aggregate principal amount of $2.0 billion, before premium, of the 2021 Sabine Pass Liquefaction Senior Notes. In April 2013 and May 2014, Sabine Pass Liquefaction issued an aggregate principal amount of $1.5 billion, before premium, of the 2023 Sabine Pass Liquefaction Senior Notes. Borrowings under the 2021 Sabine Pass Liquefaction Senior Notes and 2023 Sabine Pass Liquefaction Senior Notes bear interest at a fixed rate of 5.625%. In November 2013, Sabine Pass Liquefaction issued an aggregate principal amount of $1.0 billion of the 2022 Sabine Pass Liquefaction Senior Notes. Borrowings under the 2022 Sabine Pass Liquefaction Senior Notes bear interest at a fixed rate of 6.25%. In May 2014, Sabine Pass Liquefaction issued an aggregate principal amount of $2.0 billion of the 2024 Sabine Pass Liquefaction Senior Notes. Borrowings under the 2024 Sabine Pass Liquefaction Senior Notes bear interest at a fixed rate of 5.75%. Interest on the Sabine Pass Liquefaction Senior Notes is payable semi-annually in arrears. | |||||||||
The terms of the 2021 Sabine Pass Liquefaction Senior Notes, the 2022 Sabine Pass Liquefaction Senior Notes, the 2023 Sabine Pass Liquefaction Senior Notes and the 2024 Sabine Pass Liquefaction Senior Notes are governed by a common indenture (the “Sabine Pass Liquefaction Indenture”). The Sabine Pass Liquefaction Indenture contains customary terms and events of default and certain covenants that, among other things, limit Sabine Pass Liquefaction’s ability and the ability of Sabine Pass Liquefaction’s restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of Sabine Pass Liquefaction’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, consolidate, merge, sell or lease all or substantially all of Sabine Pass Liquefaction’s assets and enter into certain LNG sales contracts. Subject to permitted liens, the Sabine Pass Liquefaction Senior Notes are secured on a pari passu first-priority basis by a security interest in all of the membership interests in Sabine Pass Liquefaction and substantially all of Sabine Pass Liquefaction’s assets. Sabine Pass Liquefaction may not make any distributions until, among other requirements, substantial completion of Trains 1 and 2 has occurred, deposits are made into debt service reserve accounts and a debt service coverage ratio for the prior 12-month period and a projected debt service coverage ratio for the upcoming 12-month period of 1.25:1.00 are satisfied. | |||||||||
At any time prior to November 1, 2020, with respect to the 2021 Sabine Pass Liquefaction Senior Notes; December 15, 2021, with respect to the 2022 Sabine Pass Liquefaction Senior Notes; January 15, 2023, with respect to the 2023 Sabine Pass Liquefaction Senior Notes; or February 15, 2024 with respect to the 2024 Sabine Pass Liquefaction Senior Notes, Sabine Pass Liquefaction may redeem all or part of such series of the Sabine Pass Liquefaction Senior Notes at a redemption price equal to the “make-whole” price set forth in the Sabine Pass Liquefaction Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Sabine Pass Liquefaction may also at any time on or after November 1, 2020, with respect to the 2021 Sabine Pass Liquefaction Senior Notes; December 15, 2021, with respect to the 2022 Sabine Pass Liquefaction Senior Notes; January 15, 2023, with respect to the 2023 Sabine Pass Liquefaction Senior Notes; or February 15, 2024, with respect to the 2024 Sabine Pass Liquefaction Senior Notes, redeem all or part of such series of the Sabine Pass Liquefaction Senior Notes at a redemption price equal to 100% of the principal amount of such series of the Sabine Pass Liquefaction Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. | |||||||||
In connection with the issuance of the 2022 Sabine Pass Liquefaction Senior Notes, the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes, Sabine Pass Liquefaction entered into registration rights agreements (the “Liquefaction Registration Rights Agreements”). Under the Liquefaction Registration Rights Agreements, Sabine Pass Liquefaction has agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission (“SEC”) and cause to become effective registration statements relating to offers to exchange the 2022 Sabine Pass Liquefaction Senior Notes, the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes for like aggregate principal amounts of SEC-registered notes with terms identical in all material respects to the 2022 Sabine Pass Liquefaction Senior Notes, the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes (other than with respect to restrictions on transfer or to any increase in annual interest rate), respectively, within 360 days after November 25, 2013 and May 20, 2014, as applicable. Under specified circumstances, Sabine Pass Liquefaction may be required to file shelf registration statements to cover resales of the Sabine Pass Liquefaction Senior Notes. If Sabine Pass Liquefaction fails to satisfy these obligations, Sabine Pass Liquefaction may be required to pay additional interest to holders of the 2022 Sabine Pass Liquefaction Senior Notes, the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes under certain circumstances. | |||||||||
2013 Liquefaction Credit Facilities | |||||||||
In May 2013, Sabine Pass Liquefaction entered into the 2013 Liquefaction Credit Facilities aggregating $5.9 billion. The 2013 Liquefaction Credit Facilities are being used to fund a portion of the costs of developing, constructing and placing into operation the first four Trains of the Sabine Pass Liquefaction Project. The 2013 Liquefaction Credit Facilities will mature on the earlier of May 28, 2020 or the second anniversary of the completion date of the first four Trains of the Sabine Pass Liquefaction Project, as defined in the 2013 Liquefaction Credit Facilities. Borrowings under the 2013 Liquefaction Credit Facilities may be refinanced, in whole or in part, at any time without premium or penalty, except for interest rate hedging and interest rate breakage costs. Sabine Pass Liquefaction made an initial $100.0 million borrowing under the 2013 Liquefaction Credit Facilities in June 2013 after meeting the required conditions precedent, and in May 2014, Sabine Pass Liquefaction repaid its borrowings under the 2013 Liquefaction Credit Facilities upon the issuance of the Additional 2023 Sabine Pass Liquefaction Senior Notes and the 2024 Sabine Pass Liquefaction Senior Notes. As of June 30, 2014 and December 31, 2013, Sabine Pass Liquefaction had $2.7 billion and $4.9 billion, respectively, of available commitments under the 2013 Liquefaction Credit Facilities. | |||||||||
Borrowings under the 2013 Liquefaction Credit Facilities bear interest at a variable rate per annum equal to, at Sabine Pass Liquefaction’s election, the London Interbank Offered Rate (“LIBOR”) or the base rate, plus the applicable margin. The applicable margins for LIBOR loans range from 2.3% to 3.0% prior to the completion of Train 4 and from 2.3% to 3.25% after such completion, depending on the applicable 2013 Liquefaction Credit Facility. Interest on LIBOR loans is due and payable at the end of each LIBOR period. The 2013 Liquefaction Credit Facilities required Sabine Pass Liquefaction to pay certain up-front fees to the agents and lenders in the aggregate amount of approximately $144 million and provide for a commitment fee calculated at a rate per annum equal to 40% of the applicable margin for LIBOR loans, multiplied by the average daily amount of the undrawn commitment due quarterly in arrears. Annual administrative fees must also be paid to the agent and the trustee. The principal of the loans made under the 2013 Liquefaction Credit Facilities must be repaid in quarterly installments, commencing with the earlier of the last day of the first full calendar quarter after the Train 4 completion date, as defined in the 2013 Liquefaction Credit Facilities, or September 30, 2018. Scheduled repayments are based upon an 18-year amortization profile, with the remaining balance due upon the maturity of the 2013 Liquefaction Credit Facilities. | |||||||||
Under the terms and conditions of the 2013 Liquefaction Credit Facilities, all cash held by Sabine Pass Liquefaction is controlled by a collateral agent. These funds can only be released by the collateral agent upon satisfaction of certain terms and conditions related to the use of proceeds, and are classified as restricted on our Consolidated Balance Sheets. | |||||||||
The 2013 Liquefaction Credit Facilities contain conditions precedent for any subsequent borrowings, as well as customary affirmative and negative covenants. The obligations of Sabine Pass Liquefaction under the 2013 Liquefaction Credit Facilities are secured by substantially all of the assets of Sabine Pass Liquefaction as well as all of the membership interests in Sabine Pass Liquefaction on a pari passu basis with the Sabine Pass Liquefaction Senior Notes. | |||||||||
Under the terms of the 2013 Liquefaction Credit Facilities, Sabine Pass Liquefaction is required to hedge not less than 75% of the variable interest rate exposure of its projected outstanding borrowings, calculated on a weighted average basis in comparison to its anticipated draw of principal. See Note 8— “Financial Instruments.” | |||||||||
In November 2013, Sabine Pass Liquefaction issued the 2022 Sabine Pass Liquefaction Senior Notes, and a portion of the available commitments under the 2013 Liquefaction Credit Facilities was terminated. Net proceeds from the offering of approximately $978 million are being used to pay a portion of the capital costs in connection with the construction of the first four Trains of the Sabine Pass Liquefaction Project in lieu of the terminated portion of the commitments under the 2013 Liquefaction Credit Facilities. The 2022 Sabine Pass Liquefaction Senior Notes are pari passu in right of payment with all existing and future senior debt of Sabine Pass Liquefaction. In conjunction with Sabine Pass Liquefaction’s issuance of the 2022 Sabine Pass Liquefaction Senior Notes in November 2013, Sabine Pass Liquefaction has terminated approximately $885 million of commitments under the 2013 Liquefaction Credit Facilities. This termination resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 Liquefaction Credit Facilities of $43.3 million in November 2013. | |||||||||
In May 2014, Sabine Pass Liquefaction issued the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes, and a portion of the available commitments under the 2013 Liquefaction Credit Facilities was terminated. Net proceeds from the offering of approximately $2.5 billion were used to repay its outstanding indebtedness under the 2013 Liquefaction Credit Facilities, and the remaining proceeds are being used to pay a portion of the capital costs in connection with the construction of the first four Trains of the Sabine Pass Liquefaction Project in lieu of the terminated portion of the commitments under the 2013 Liquefaction Credit Facilities. The 2024 Sabine Pass Liquefaction Senior Notes are pari passu in right of payment with all existing and future senior debt of Sabine Pass Liquefaction. In conjunction with Sabine Pass Liquefaction’s issuance of the 2024 Sabine Pass Liquefaction Senior Notes and the Additional 2023 Sabine Pass Liquefaction Senior Notes in May 2014, Sabine Pass Liquefaction has terminated approximately $2.1 billion of commitments under the 2013 Liquefaction Credit Facilities. This termination resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 Liquefaction Credit Facilities of $114.3 million in May 2014. | |||||||||
2012 Liquefaction Credit Facility | |||||||||
In July 2012, Sabine Pass Liquefaction entered into the 2012 Liquefaction Credit Facility with a syndicate of lenders. The 2012 Liquefaction Credit Facility was intended to be used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 and 2 of the Sabine Pass Liquefaction Project. Borrowings under the 2012 Liquefaction Credit Facility were based on LIBOR plus 3.50% during construction and LIBOR plus 3.75% during operations. Sabine Pass Liquefaction was also required to pay commitment fees on the undrawn amount. In May 2013, the 2012 Liquefaction Credit Facility was amended and restated with the 2013 Liquefaction Credit Facilities and $100.0 million of outstanding borrowings under the 2012 Liquefaction Credit Facility were repaid in full. | |||||||||
Under the terms of the 2012 Liquefaction Credit Facility, Sabine Pass Liquefaction was required to hedge not less than 75% of the variable interest rate exposure of its projected outstanding borrowings, calculated on a weighted average basis in comparison to its anticipated draw of principal. See Note 8— “Financial Instruments.” | |||||||||
In February 2013, Sabine Pass Liquefaction issued the 2021 Sabine Pass Liquefaction Senior Notes to refinance a portion of the 2012 Liquefaction Credit Facility, and a portion of available commitments under the 2012 Liquefaction Credit Facility were suspended. In April 2013, Sabine Pass Liquefaction issued an aggregate principal amount of $500.0 million of additional 2021 Sabine Pass Liquefaction Senior Notes and $1.0 billion of 2023 Sabine Pass Liquefaction Senior Notes. In conjunction with these issuances, approximately $1.4 billion of commitments under the 2012 Liquefaction Credit Facility were terminated. The termination of these commitments in April 2013 and the amendment and restatement of the 2012 Liquefaction Credit Facility with the 2013 Liquefaction Credit Facilities in May 2013 resulted in a write-off of debt issuance costs associated with the 2012 Liquefaction Credit Facility of $80.5 million in the three and six months ended June 30, 2013. | |||||||||
CTPL Credit Facility | |||||||||
In May 2013, CTPL entered into the CTPL Credit Facility, which is being used to fund modifications to the Creole Trail Pipeline and for general business purposes. CTPL incurred $10.0 million of direct lender fees that were recorded as a debt discount. The CTPL Credit Facility matures in 2017 when the full amount of the outstanding principal obligations must be repaid. CTPL’s loans may be repaid, in whole or in part, at any time without premium or penalty. As of June 30, 2014, CTPL had borrowed the full amount of $400.0 million available under the CTPL Credit Facility. | |||||||||
Borrowings under the CTPL Credit Facility bear interest at a variable rate per annum equal to, at CTPL’s election, LIBOR or the base rate, plus the applicable margin. The applicable margin for LIBOR loans is 3.25%. Interest on LIBOR loans is due and payable at the end of each LIBOR period. | |||||||||
Under the terms and conditions of the CTPL Credit Facility, all cash reserved to pay interest during construction is controlled by a collateral agent. These funds can only be released by the collateral agent upon satisfaction of certain terms and conditions, and are classified as restricted on our Consolidated Balance Sheets. CTPL is also required to pay annual fees to the administrative and collateral agents. | |||||||||
The CTPL Credit Facility contains customary affirmative and negative covenants. The obligations of CTPL under the CTPL Credit Facility are secured by a first priority lien on substantially all of the personal property of CTPL and all of the general partner and limited partner interests in CTPL. | |||||||||
Cheniere Partners has guaranteed (i) the obligations of CTPL under the CTPL Credit Facility if the maturity of the CTPL loans is accelerated following the termination by Sabine Pass Liquefaction of a transportation precedent agreement in limited circumstances and (ii) the obligations of Cheniere Energy Investments, LLC (“Cheniere Investments”), Cheniere Partners’ wholly owned subsidiary, in connection with its obligations under an equity contribution agreement (a) to pay operating expenses of CTPL until CTPL receives revenues under a service agreement with Sabine Pass Liquefaction and (b) to fund interest payments on the CTPL loans after the funds in an interest reserve account have been exhausted. | |||||||||
Sabine Pass Liquefaction LC Agreement | |||||||||
In April 2014, Sabine Pass Liquefaction entered into a $325.0 million senior letter of credit and reimbursement agreement (the “Sabine Pass Liquefaction LC Agreement”) that it intends to use for the issuance of letters of credit on behalf of Sabine Pass Liquefaction for certain working capital requirements related to the Sabine Pass Liquefaction Project. Sabine Pass Liquefaction will pay (a) a commitment fee in an amount equal to an annual rate of 0.75% of an amount equal to the unissued portion of letters of credit available pursuant to the Sabine Pass Liquefaction LC Agreement and (b) a letter of credit fee equal to an annual rate of 2.5% of the undrawn portion of all letters of credit issued under the Sabine Pass Liquefaction LC Agreement. If draws are made upon any letters of credit issued under the Sabine Pass Liquefaction LC Agreement, the amount of the draw will be deemed a loan issued to Sabine Pass Liquefaction. Sabine Pass Liquefaction is required to pay the full amount of this loan on or prior to the business day immediately succeeding the deemed issuance of the loan. These loans bear interest at a rate of 2.0% plus the base rate as defined in the Sabine Pass Liquefaction LC Agreement. As of June 30, 2014, Sabine Pass Liquefaction had issued letters of credit in an aggregate amount of $3.8 million and no draws had been made upon any letters of credit issued under the Sabine Pass Liquefaction LC Agreement. |
Financial_Instruments_Notes
Financial Instruments (Notes) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Financial Instruments, Owned, at Fair Value [Abstract] | ' | |||||||||||||||||||||||||||||||
Financial Instruments | ' | |||||||||||||||||||||||||||||||
FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||||||||||||||
We have entered into the following derivative instruments that are reported at fair value: | ||||||||||||||||||||||||||||||||
• | commodity derivatives to hedge the exposure to variability in expected future cash flows attributable to the future sale of our LNG inventory (“LNG Inventory Derivatives”); | |||||||||||||||||||||||||||||||
• | commodity derivatives to hedge the exposure to price risk attributable to future purchases of natural gas to be utilized as fuel to operate the Sabine Pass LNG terminal (“Fuel Derivatives”); | |||||||||||||||||||||||||||||||
• | commodity derivative forwards consisting of long-term natural gas purchase agreements to secure feed gas for the Sabine Pass Liquefaction Project (“Term Gas Supply Derivatives”); and | |||||||||||||||||||||||||||||||
• | interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the 2013 Liquefaction Credit Facilities (“Interest Rate Derivatives”). | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value of our derivative assets and liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, which are classified as prepaid expenses and other, non-current derivative assets and other current liabilities in our Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | Quoted Prices in Active Markets | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | $ | — | $ | 10 | $ | — | $ | 10 | $ | — | $ | (171 | ) | $ | — | $ | (171 | ) | ||||||||||||||
Fuel Derivatives asset | — | 97 | — | 97 | — | 126 | — | 126 | ||||||||||||||||||||||||
Term Gas Supply Derivatives | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Interest Rate Derivatives asset | — | 7,130 | — | 7,130 | — | 84,639 | — | 84,639 | ||||||||||||||||||||||||
The estimated fair values of our LNG Inventory Derivatives and Fuel Derivatives are the amounts at which the instruments could be exchanged currently between willing parties. We value these derivatives using observable commodity price curves and other relevant data. We value our Interest Rate Derivatives using valuations based on the initial trade prices. Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The fair value of our Term Gas Supply Derivatives is developed through the use of internal models which are impacted by inputs that are unobservable in the marketplace. As a result, the fair value of our Term Gas Supply Derivatives is designated as Level 3 within the valuation hierarchy. Internal fair value models for our index-priced Term Gas Supply Derivatives that include contractual pricing with a fixed basis include fixed basis amounts for delivery at locations for which no market currently exists. Internal fair value models for our index-priced Term Gas Supply Derivatives also include conditions precedent to the respective long-term natural gas purchase agreements. As of June 30, 2014, our Term Gas Supply Derivatives existed within markets for which the pipeline infrastructure has not been developed to accommodate marketable physical gas flow and our internal fair value models were based on a market price that equated to our own contractual pricing due to the inactive and unobservable market as well as the conditions precedent and their impact on the uncertainty in the timing of our actual receipt of the physical volumes associated with each forward. | ||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||
Commodity Derivatives | ||||||||||||||||||||||||||||||||
We recognize all commodity derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value. For those instruments accounted for as derivatives, including our LNG Inventory Derivatives and certain of our Fuel Derivatives, changes in fair value are reported in earnings. | ||||||||||||||||||||||||||||||||
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 where our Fuel Derivatives or our LNG Inventory Derivatives are in an asset position. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for our commodity derivative activities. Collateral of $5.9 million deposited for such contracts, which has not been reflected in the derivative fair value tables, is included in the other current assets balance as of both June 30, 2014, and December 31, 2013. | ||||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value and location of our LNG Inventory Derivatives and Fuel Derivatives on our Consolidated Balance Sheets: | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | Prepaid expenses and other | $ | 10 | $ | (171 | ) | ||||||||||||||||||||||||||
Fuel Derivatives asset | Prepaid expenses and other | 97 | 126 | |||||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our LNG Inventory Derivatives and Fuel Derivatives recorded in marketing and trading revenues (losses) on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives gain | $ | 188 | $ | 892 | $ | 372 | $ | 368 | ||||||||||||||||||||||||
Fuel Derivatives loss | (167 | ) | — | (2 | ) | — | ||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our LNG Inventory Derivatives and Fuel Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives loss | $ | (131 | ) | $ | — | $ | (575 | ) | $ | — | ||||||||||||||||||||||
Fuel Derivatives gain (loss) | 75 | (504 | ) | 317 | 11 | |||||||||||||||||||||||||||
Commodity Derivative Forwards Consisting of Long-term Natural Gas Purchase Agreements | ||||||||||||||||||||||||||||||||
During the second quarter of 2014, we began to enter into index-based physical natural gas supply contracts to secure feed gas for the Sabine Pass Liquefaction Project. The terms of these contracts range from approximately one to seven years and commence upon the occurrence of conditions precedent, including the date of first commercial operation of specified Trains of the Sabine Pass Liquefaction Project. We recognize all long-term natural gas purchase agreements that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value unless they qualify for, and we elect, the normal purchase normal sale exemption. For our long-term natural gas purchase agreements in which we have not elected the normal purchase normal sale exemption, changes in fair value are reported in earnings. For long-term natural gas purchase agreements in which we have elected the normal purchase normal sale exemption, gains and losses are not reflected on our Consolidated Statements of Operations until the period of delivery. | ||||||||||||||||||||||||||||||||
As of June 30, 2014, we estimated the fair value of our Term Gas Supply Derivatives to be zero due to the inactive and unobservable physical locations at which we are receiving the gas as well as the conditions precedent and their impact on the uncertainty in the timing of our actual receipt of the physical volumes associated with each forward. During the three and six months ended June 30, 2014, there were no settlements or changes in the fair value of our Term Gas Supply Derivatives recorded in LNG terminal operating expense on our Consolidated Statements of Operations. As of June 30, 2014, the forward notional natural gas buy position of our Term Gas Supply Derivatives, excluding those derivatives that qualified for the normal purchase normal sales exception, was approximately 1,887,000,000 MMBtu. | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives | ||||||||||||||||||||||||||||||||
In August 2012 and June 2013, Sabine Pass Liquefaction entered into Interest Rate Derivatives to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2012 Liquefaction Credit Facility and the 2013 Liquefaction Credit Facilities, respectively. The Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2013 Liquefaction Credit Facilities. | ||||||||||||||||||||||||||||||||
Sabine Pass Liquefaction designated the Interest Rate Derivatives entered into in August 2012 as hedging instruments which was required in order to qualify for cash flow hedge accounting. As a result of this cash flow hedge designation, we recognized the Interest Rate Derivatives entered into in August 2012 as an asset or liability at fair value and reflected changes in fair value through other comprehensive income in our Consolidated Statements of Comprehensive Loss. Any hedge ineffectiveness associated with the Interest Rate Derivatives entered into in August 2012 was recorded immediately as derivative gain (loss) in our Consolidated Statements of Operations. The realized gain (loss) on the Interest Rate Derivatives entered into in August 2012 was recorded as an (increase) decrease in interest expense on our Consolidated Statements of Operations to the extent not capitalized as part of the Sabine Pass Liquefaction Project. The effective portion of the gains or losses on our Interest Rate Derivatives entered into in August 2012 recorded in other comprehensive income would have been reclassified to earnings as interest payments on the 2012 Liquefaction Credit Facility impact earnings. In addition, amounts recorded in other comprehensive income are also reclassified into earnings if it becomes probable that the hedged forecasted transaction will not occur. | ||||||||||||||||||||||||||||||||
Sabine Pass Liquefaction did not elect to designate the Interest Rate Derivatives entered into in June 2013 as cash flow hedging instruments, and changes in fair value are recorded as derivative gain (loss), net within our Consolidated Statements of Operations. | ||||||||||||||||||||||||||||||||
During the first quarter of 2013, we determined that it was no longer probable that the forecasted variable interest payments on the 2012 Liquefaction Credit Facility would occur in the time period originally specified based on the continued development of our financing strategy for the Sabine Pass Liquefaction Project, and, in particular, the Sabine Pass Liquefaction Senior Notes described in Note 7—“Long-Term Debt.” As a result, all of the Interest Rate Derivatives entered into in August 2012 were no longer effective hedges, and the remaining portion of hedge relationships that were designated cash flow hedges as of December 31, 2012, were de-designated as of February 1, 2013. For de-designated cash flow hedges, changes in fair value prior to their de-designation date were recorded as other comprehensive income (loss) within our Consolidated Balance Sheets, and changes in fair value subsequent to their de-designation date were recorded as derivative gain (loss) within our Consolidated Statements of Operations. | ||||||||||||||||||||||||||||||||
In June 2013, Sabine Pass Liquefaction concluded that the hedged forecasted transactions associated with the Interest Rate Derivatives entered into in connection with the 2012 Liquefaction Credit Facility had become probable of not occurring based on the issuances of the Sabine Pass Liquefaction Senior Notes, entering into the 2013 Liquefaction Credit Facilities, the additional Interest Rate Derivatives executed in June 2013, and Sabine Pass Liquefaction’s intention to continue to issue fixed rate debt to refinance the 2013 Liquefaction Credit Facilities. As a result, the amount remaining in accumulated other comprehensive income (“AOCI”) pertaining to the previously designated Interest Rate Derivatives was reclassified out of AOCI and into income. We have presented the changes in fair value and settlements subsequent to the reclassification date separate from interest expense as derivative gain (loss), net in our Consolidated Statements of Operations. | ||||||||||||||||||||||||||||||||
In May 2014, Sabine Pass Liquefaction settled a portion of its Interest Rate Derivatives and recognized a derivative loss of $9.3 million within our Consolidated Statements of Operations in conjunction with the termination of approximately $2.1 billion of commitments under the 2013 Liquefaction Credit Facilities as discussed in Note 7—“Long-Term Debt.” | ||||||||||||||||||||||||||||||||
At June 30, 2014, Sabine Pass Liquefaction 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 - Not Designated | $20.0 million | $2.5 billion | August 14, 2012 | July 31, 2019 | 1.98% | One-month LIBOR | ||||||||||||||||||||||||||
The following table (in thousands) shows the fair value of our Interest Rate Derivatives: | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Non-current derivative assets | $ | 20,236 | $ | 98,123 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Other current liabilities | (13,106 | ) | (13,484 | ) | |||||||||||||||||||||||||||
The following table (in thousands) details the effect of our Interest Rate Derivatives included in Other Comprehensive Income (“OCI”) and AOCI for the three months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Gain (Loss) in Other Comprehensive Income | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (5,806 | ) | |||||||||||||||||||
Interest Rate Derivatives - Settlements | — | — | — | — | — | (167 | ) | |||||||||||||||||||||||||
The following table (in thousands) details the effect of our Interest Rate Derivatives included in OCI and AOCI for the six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Gain (Loss) in Other Comprehensive Income | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | — | $ | 21,297 | $ | — | $ | — | $ | — | $ | (5,806 | ) | |||||||||||||||||||
Interest Rate Derivatives - Settlements | — | (30 | ) | — | — | — | (167 | ) | ||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives - Not Designated recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | $ | (60,122 | ) | $ | 101,263 | $ | (94,601 | ) | $ | 83,279 | ||||||||||||||||||||||
Balance Sheet Presentation | ||||||||||||||||||||||||||||||||
Our commodity and interest rate derivatives are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: | ||||||||||||||||||||||||||||||||
Gross Amounts Recognized | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | Gross Amounts Not Offset in the Consolidated Balance Sheets | |||||||||||||||||||||||||||||
Offsetting Derivative Assets (Liabilities) | Derivative Instrument | Cash Collateral Received (Paid) | Net Amount | |||||||||||||||||||||||||||||
As of June 30, 2014: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | $ | 10 | $ | — | $ | 10 | $ | — | $ | — | $ | 10 | ||||||||||||||||||||
Fuel Derivatives | 97 | — | 97 | — | — | 97 | ||||||||||||||||||||||||||
Term Gas Supply Derivatives | — | — | — | — | — | — | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 20,236 | — | 20,236 | — | — | 20,236 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (13,106 | ) | — | (13,106 | ) | — | — | (13,106 | ) | |||||||||||||||||||||||
As of December 31, 2013: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | (171 | ) | (171 | ) | — | — | — | — | ||||||||||||||||||||||||
Fuel Derivatives | 126 | — | 126 | — | — | 126 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 98,123 | — | 98,123 | — | — | 98,123 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (13,484 | ) | — | (13,484 | ) | — | — | (13,484 | ) | |||||||||||||||||||||||
Other Financial Instruments | ||||||||||||||||||||||||||||||||
The estimated fair value of our other financial instruments, including those financial instruments for which the fair value option was not elected, are set forth in the table below. The carrying amounts reported on our Consolidated Balance Sheets for cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, interest receivable and accounts payable approximate fair value due to their short-term nature. | ||||||||||||||||||||||||||||||||
The following table (in thousands) shows the carrying amount and estimated fair value of our other financial instruments: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||||||||||||||||
2016 Sabine Pass LNG Senior Notes, net of discount (1) | $ | 1,654,155 | $ | 1,819,570 | $ | 1,651,807 | $ | 1,868,607 | ||||||||||||||||||||||||
2020 Sabine Pass LNG Senior Notes (1) | 420,000 | 452,550 | 420,000 | 432,600 | ||||||||||||||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 2,010,879 | 2,126,504 | 2,011,562 | 1,961,273 | ||||||||||||||||||||||||||||
2022 Sabine Pass Liquefaction Senior Notes (1) | 1,000,000 | 1,087,500 | 1,000,000 | 982,500 | ||||||||||||||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 1,507,423 | 1,571,489 | 1,000,000 | 935,000 | ||||||||||||||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes (1) | 2,000,000 | 2,085,000 | — | — | ||||||||||||||||||||||||||||
2013 Liquefaction Credit Facilities (2) | — | — | 100,000 | 100,000 | ||||||||||||||||||||||||||||
CTPL Credit Facility, net of discount (3) | 395,393 | 400,000 | 392,904 | 400,000 | ||||||||||||||||||||||||||||
-1 | The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on June 30, 2014 and December 31, 2013, as applicable. | |||||||||||||||||||||||||||||||
-2 | The Level 3 estimated fair value approximates the carrying amount because the interest rates are variable and reflective of market rates and Sabine Pass Liquefaction has the ability to call this debt at any time without penalty. | |||||||||||||||||||||||||||||||
-3 | The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and CTPL has the ability to call this debt at any time without penalty. |
Income_Taxes_Notes
Income Taxes (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
INCOME TAXES | |
We are not presently a taxpayer for federal or state income tax purposes and have not recorded a net liability for federal or state income taxes in any of the periods included in the accompanying financial statements. However, we are presently an international taxpayer and have recorded a net expense of $0.1 million and $1.0 million for the three months ended June 30, 2014 and 2013, respectively, and a net expense of $0.2 million and $0.9 million for the six months ended June 30, 2014 and 2013, respectively, for international income taxes. | |
We experienced an ownership change within the provisions of Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. Consequently, an analysis of the annual limitation on the utilization of our net operating losses (“NOLs”) was performed in accordance with IRC Section 382, and it was determined that IRC Section 382 will not limit the use of our NOLs in full over the carryover period. We will continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing tax NOL carryforwards. |
Net_Loss_Per_Share_Attributabl
Net Loss Per Share Attributable to Common Stockholders (Notes) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Loss Per Share Attributable to Common Stockholders | ' | |||||||||||||||
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||||||||||||||
Basic net loss per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. | ||||||||||||||||
The following table reconciles basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2014 and 2013 (in thousands, except for loss per share): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 223,602 | 217,397 | 223,406 | 216,520 | ||||||||||||
Dilutive common stock options (1) | — | — | — | — | ||||||||||||
Diluted | 223,602 | 217,397 | 223,406 | 216,520 | ||||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.90 | ) | $ | (0.71 | ) | $ | (1.34 | ) | $ | (1.26 | ) | ||||
-1 | Stock options and unvested stock of 14.5 million shares and 19.1 million shares for the three months ended June 30, 2014 and 2013, respectively, and 14.4 million shares and 16.6 million shares for the six months ended June 30, 2014 and 2013, respectively, representing securities that could potentially dilute basic EPS in the future were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. |
StockBased_Compensation_Notes
Stock-Based Compensation (Notes) | 6 Months Ended | |
Jun. 30, 2014 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |
Stock-Based Compensation | ' | |
STOCK-BASED COMPENSATION | ||
We have granted stock, restricted stock, phantom stock and options to purchase common stock to employees, consultants and outside directors under the Cheniere Energy, Inc. Amended and Restated 1997 Stock Option Plan (the “1997 Plan”), Amended and Restated 2003 Stock Incentive Plan, as amended (the “2003 Plan”), and 2011 Incentive Plan, as amended (the “2011 Plan”). We recognize our stock-based payments to employees in the consolidated financial statements based on their fair values at the date of grant. The calculated fair value is recognized as expense (net of any capitalization) over the requisite service period, net of estimated forfeitures, using the straight-line or accelerated recognition methods. | ||
The 1997 Plan provides for the issuance of stock options to purchase up to 5.0 million shares of our common stock, all of which have been granted. Non-qualified stock options were granted to employees, contract service providers and outside directors. The 2003 Plan and 2011 Plan provide for the issuance of 21.0 million shares and 35.0 million shares, respectively, of our common stock that may be in the form of non-qualified stock options, incentive stock options, purchased stock, restricted (non-vested) stock, bonus (unrestricted) stock, stock appreciation rights, phantom stock and other stock-based performance awards deemed by the Compensation Committee of our Board of Directors (the “Compensation Committee”) to be consistent with the purposes of the 2003 Plan and 2011 Plan. | ||
For the three months ended June 30, 2014 and 2013, the total stock-based compensation expense, net of capitalization, recognized in our net loss was $26.1 million and $112.4 million, respectively, and for the same periods we capitalized as part of the cost of capital assets $2.5 million and $5.0 million, respectively. For the six months ended June 30, 2014 and 2013, the total stock-based compensation expense, net of capitalization, recognized in our net loss was $62.0 million and $176.1 million, respectively, and for the same periods we capitalized as part of the cost of capital assets $4.3 million and $7.3 million, respectively. | ||
The total unrecognized compensation cost at June 30, 2014 relating to non-vested stock-based compensation arrangements granted under the 1997 Plan, 2003 Plan and 2011 Plan was $203.5 million, which is expected to be recognized over a weighted average period of 2.9 years. | ||
We received $2.6 million and zero in the three months ended June 30, 2014 and 2013, respectively, and $6.3 million and zero in the six months ended June 30, 2014 and 2013, respectively, of proceeds from the exercise of stock options. | ||
During the three and six months ended June 30, 2014, we recognized zero and $10.8 million of share-based compensation expense related to the modification of long-term commercial bonus awards resulting from an employee termination. | ||
Long-Term Commercial Bonus Awards under the 2011-2013 Bonus Plan | ||
In July 2012, we met the criteria to determine the long-term commercial bonus pool that was established by the Compensation Committee in the 2011-2013 Bonus Plan in relation to Trains 1 and 2 of the Sabine Pass Liquefaction Project. In August 2012, the Compensation Committee approved a long-term commercial bonus pool, which consisted of approximately $60 million in cash awards and 10 million restricted shares of common stock to be issued under the 2011 Plan. The first restricted stock award installment vested in August 2012 when Sabine Pass Liquefaction issued its full notice to proceed (“NTP”) to Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) under the lump sum turnkey contract Sabine Pass Liquefaction entered into with Bechtel for the engineering, procurement and construction of Trains 1 and 2 of the Sabine Pass Liquefaction Project. The restricted stock awards vest in five installments as follows: | ||
• | 35% when NTP is issued; | |
• | 10% on the first anniversary of the issuance of NTP; | |
• | 15% on the second anniversary of the issuance of NTP; | |
• | 15% on the third anniversary of the issuance of NTP; and | |
• | 25% on the fourth anniversary of the issuance of NTP. | |
In general, employees must be employed at the time of each vesting to receive the awards or will otherwise forfeit such awards. Vesting and payment of the awards would accelerate in full upon (i) termination of employment by the Company without “Cause” or, solely in the case of executive officers, termination of employment by the employee for “Good Reason” (each as defined in the restricted stock award agreement), (ii) the employee’s death or disability, or (iii) the occurrence of a change of control. | ||
On December 12, 2012, pursuant to the 2011-2013 Bonus Plan, the Compensation Committee approved a Long-Term Bonus Pool for 2012 for all employees of the Company consisting of a total of 18 million shares of restricted stock. The Long-Term Commercial Bonus Awards for Trains 3 and 4 of the Sabine Pass Liquefaction Project were granted to employees in February 2013 under the 2003 Plan and 2011 Plan. A portion of each employee’s Long-Term Commercial Bonus Award for Trains 3 and 4 of the Sabine Pass Liquefaction Project was granted as a milestone award (“Milestone Award”), with vesting of the Milestone Award conditional on certain performance milestones relating to financing and constructing Trains 3 and 4 of the Sabine Pass Liquefaction Project, and a portion was granted as a stock price award (“Stock Price Award”), with vesting of the Stock Price Award conditional on the achievement of minimum average Company stock price hurdles. | ||
On May 22, 2013, the $25 stock price hurdle was achieved. Following certification by a subcommittee of the Compensation Committee, 50% of the Stock Price Awards vested. On December 6, 2013, the $35 stock price hurdle was achieved. Following certification by a subcommittee of the Compensation Committee, the remaining 50% of the Stock Price Awards vested. | ||
On May 28, 2013, the first performance milestone was achieved when Sabine Pass Liquefaction completed the financing for, and issued notice to proceed with construction under, the lump sum turnkey contract that Sabine Pass Liquefaction entered into with Bechtel for the engineering, procurement and construction of Trains 3 and 4 of the Sabine Pass Liquefaction Project (the “EPC Contract (Trains 3 and 4)”). Following certification of the achievement of the performance milestone by a subcommittee of the Compensation Committee, 30% of the Milestone Awards vested. The remaining Milestone Awards will vest based on the achievement of the following performance milestones: | ||
• | 20% upon payment of 60% of the original contract price of the EPC Contract (Train 3 and Train 4); | |
• | 20% upon substantial completion, as defined in the EPC Contract (Trains 3 and 4), of Train 4 of the Sabine Pass Liquefaction Project; and | |
• | 30% on the first anniversary of substantial completion of Train 4 of the Sabine Pass Liquefaction Project. |
Business_Segment_Information_N
Business Segment Information (Notes) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Business Segment Information | ' | |||||||||||||||
BUSINESS SEGMENT INFORMATION | ||||||||||||||||
We have two reportable segments: LNG terminal business and LNG and natural gas marketing business. We determine our reportable segments by identifying each segment that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the entities’ chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. | ||||||||||||||||
We own and operate the Sabine Pass LNG terminal located on the Sabine Pass shipping channel in Louisiana through our ownership interest in and management agreements with Cheniere Partners. We own 100% of the general partner interest in Cheniere Partners and 84.5% of Cheniere Holdings, which owns a 55.9% limited partner interest in Cheniere Partners. We are developing a natural gas liquefaction facility near Corpus Christi, Texas. The Sabine Pass LNG terminal includes existing infrastructure of five LNG storage tanks with capacity of approximately16.9 Bcfe, two docks that can accommodate vessels with capacity of up to 265,000 cubic meters, vaporizers with regasification capacity of approximately 4.0 Bcf/d and pipeline facilities interconnecting the Sabine Pass LNG terminal with a number of large interstate pipelines. Cheniere Partners is developing and constructing the Sabine Pass Liquefaction Project at the Sabine Pass LNG terminal adjacent to the existing regasification facilities. | ||||||||||||||||
Our LNG and natural gas marketing reporting segment consists of Cheniere Marketing, LLC (“Cheniere Marketing”) marketing LNG and natural gas on its own behalf and assisting Cheniere Investments in an effort to utilize the regasification capacity held at the Sabine Pass LNG terminal. | ||||||||||||||||
The following table summarizes revenues (losses), loss from operations and total assets for each of our reporting segments (in thousands): | ||||||||||||||||
Segments | ||||||||||||||||
LNG Terminal | LNG & Natural Gas Marketing | Corporate and Other (1) | Total | |||||||||||||
Consolidation | ||||||||||||||||
As of or for the Three Months Ended June 30, 2014 | ||||||||||||||||
Revenues from external customers (2) | $ | 66,841 | $ | 324 | $ | 480 | $ | 67,645 | ||||||||
Intersegment revenues (losses) (3) (4) | 734 | 1,900 | (2,634 | ) | — | |||||||||||
Depreciation | 14,810 | 109 | 2,379 | 17,298 | ||||||||||||
Loss from operations | (20,607 | ) | (14,907 | ) | (26,621 | ) | (62,135 | ) | ||||||||
Interest expense, net | (43,895 | ) | — | 106 | (43,789 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (234,123 | ) | (15,189 | ) | (31,314 | ) | (280,626 | ) | ||||||||
Stock-based compensation | 3,512 | 2,421 | 22,686 | 28,619 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 10,861,606 | 63,020 | 934,669 | 11,859,295 | ||||||||||||
Expenditures for additions to long-lived assets | 809,658 | 471 | 6,315 | 816,444 | ||||||||||||
As of or for the Three Months Ended June 30, 2013 | ||||||||||||||||
Revenues from external customers (2) | $ | 66,426 | $ | 416 | $ | 335 | $ | 67,177 | ||||||||
Intersegment revenues (losses) (3) (4) | 795 | 11,898 | (12,693 | ) | — | |||||||||||
Depreciation | 14,444 | 251 | 478 | 15,173 | ||||||||||||
Loss from operations | (48,230 | ) | (21,795 | ) | (66,253 | ) | (136,278 | ) | ||||||||
Interest expense, net | (49,350 | ) | — | 7,334 | (42,016 | ) | ||||||||||
Income (loss) before income taxes and non-controlling interest (5) | 330,525 | (21,951 | ) | (471,456 | ) | (162,882 | ) | |||||||||
Stock-based compensation | 13,042 | 20,578 | 83,775 | 117,395 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 8,162,729 | 62,341 | 357,160 | 8,582,230 | ||||||||||||
Expenditures for additions to long-lived assets | 1,084,233 | (4 | ) | 296 | 1,084,525 | |||||||||||
For the Six Months Ended June 30, 2014 | ||||||||||||||||
Revenues from external customers (2) | $ | 133,260 | $ | 982 | $ | 953 | $ | 135,195 | ||||||||
Intersegment revenues (losses) (3) (4) | 1,506 | 4,074 | (5,580 | ) | — | |||||||||||
Depreciation | 29,216 | 261 | 3,296 | 32,773 | ||||||||||||
Loss from operations | (28,123 | ) | (26,501 | ) | (55,123 | ) | (109,747 | ) | ||||||||
Interest expense, net | (84,268 | ) | — | 209 | (84,059 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (311,477 | ) | (26,916 | ) | (64,486 | ) | (402,879 | ) | ||||||||
Stock-based compensation | 6,562 | 8,931 | 50,824 | 66,317 | ||||||||||||
Expenditures for additions to long-lived assets | 1,469,437 | 785 | 32,225 | 1,502,447 | ||||||||||||
For the Six Months Ended June 30, 2013 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 132,487 | $ | (148 | ) | $ | 744 | $ | 133,083 | |||||||
Intersegment revenues (losses) (3) (4) | 1,364 | 11,305 | (12,669 | ) | — | |||||||||||
Depreciation | 28,824 | 500 | 962 | 30,286 | ||||||||||||
Loss from operations | (54,054 | ) | (42,462 | ) | (107,216 | ) | (203,732 | ) | ||||||||
Interest expense, net | (101,266 | ) | — | 18,988 | (82,278 | ) | ||||||||||
Income (loss) before income taxes and non-controlling interest (5) | 255,643 | (42,607 | ) | (500,626 | ) | (287,590 | ) | |||||||||
Stock-based compensation | 19,330 | 31,640 | 132,437 | 183,407 | ||||||||||||
Expenditures for additions to long-lived assets | 1,640,808 | (4 | ) | 904 | 1,641,708 | |||||||||||
-1 | Includes corporate activities, oil and gas exploration, development and exploitation, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column due to the lack of a material impact that these activities have on our consolidated financial statements. | |||||||||||||||
-2 | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal and international revenue allocations using a cost plus transfer pricing methodology. | |||||||||||||||
-3 | Intersegment revenues primarily related to our LNG terminal segment are from tug revenues from Cheniere Marketing. These LNG terminal segment intersegment revenues are eliminated with intersegment losses in our Consolidated Statements of Operations. | |||||||||||||||
-4 | Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology and from Cheniere Marketing’s tug costs. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations. | |||||||||||||||
-5 | Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information (Notes) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
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): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ | 49,219 | $ | 9,347 | |||||
LNG terminal costs funded with accounts payable and accrued liabilities | 286,388 | 450,767 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
During the second quarter of 2014, four lawsuits were filed in the Court of Chancery of the State of Delaware (the “Court”) against Cheniere and/or certain of its present and former officers and directors that challenge the manner in which abstentions were treated in connection with the stockholder vote on Amendment No. 1 to the Cheniere Energy, Inc. 2011 Incentive Plan (“Amendment No. 1”), pursuant to which, among other things, the number of shares of common stock available for issuance under the Cheniere Energy, Inc. 2011 Incentive Plan (the “2011 Plan”) was increased from 10 million to 35 million shares. The lawsuits contend that abstentions should have been counted as “no” votes in tabulating the outcome of the vote and that the stockholders did not approve Amendment No. 1 when abstentions are counted as such. The lawsuits further contend that portions of the Amended and Restated Bylaws of Cheniere Energy, Inc. adopted on April 3, 2014 are invalid and that certain disclosures relating to these matters made by Cheniere are misleading. The lawsuits assert claims for breach of contract and breach of fiduciary duty (both on a class and a derivative basis) and claims for unjust enrichment (on a derivative basis). The lawsuits seek, among other things, a declaration that the February 1, 2013 stockholder vote on Amendment No. 1 is void, disgorgement of all compensation distributed as a result of Amendment No. 1, voiding the awards made from the shares reserved pursuant to Amendment No. 1 and monetary damages. On June 16, 2014, Cheniere filed a verified application with the Court pursuant to 8 Del. C. § 205 (the “Section 205 Action”) in which it asks the Court to declare valid the issuance, pursuant to the 2011 Plan, of the 25 million additional shares of common stock of Cheniere covered by Amendment No. 1, whether occurring in the past or the future. On June 27, 2014, the Court entered an order staying the stockholder litigation pending resolution of the Section 205 Action. On July 11, 2014, Cheniere filed a memorandum of law in support of its motion for judgment on Application I asserted in the Section 205 Action (that it correctly tabulated votes in connection with the stockholder vote on Amendment No. 1). On July 25, 2014, certain of the plaintiffs in the consolidated action (who have been given permission to intervene in the Section 205 Action) filed a brief in opposition to Cheniere’s motion for judgment on Application I in the Section 205 Action. Briefing on these issues is expected to be completed on August 1, 2014. | |
Given the stage of this ongoing litigation, Cheniere currently cannot reasonably estimate a range of potential loss, if any, related to this matter. Cheniere asserts the plaintiffs’ claims are not valid and intends to vigorously defend against these lawsuits. |
Basis_of_Presentation_Basis_of1
Basis of Presentation Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
The accompanying unaudited Consolidated Financial Statements of Cheniere Energy, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, plant and equipment consists of LNG terminal costs and fixed assets and other, as follows (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
LNG terminal costs | ||||||||
LNG terminal | $ | 2,248,055 | $ | 2,234,796 | ||||
LNG terminal construction-in-process | 5,943,211 | 4,489,668 | ||||||
LNG site and related costs, net | 6,507 | 6,511 | ||||||
Accumulated depreciation | (320,441 | ) | (292,434 | ) | ||||
Total LNG terminal costs, net | 7,877,332 | 6,438,541 | ||||||
Fixed assets and other | ||||||||
Computer and office equipment | 4,242 | 8,115 | ||||||
Furniture and fixtures | 5,306 | 4,319 | ||||||
Computer software | 12,212 | 13,504 | ||||||
Leasehold improvements | 7,242 | 7,303 | ||||||
Other | 55,276 | 15,388 | ||||||
Accumulated depreciation | (27,742 | ) | (32,771 | ) | ||||
Total fixed assets and other, net | 56,536 | 15,858 | ||||||
Property, plant and equipment, net | $ | 7,933,868 | $ | 6,454,399 | ||||
NonControlling_Interest_Tables
Non-Controlling Interest (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Noncontrolling Interest [Abstract] | ' | |||
Schedule of Noncontrolling Interest | ' | |||
The following table sets forth the changes of our non-controlling interest balance attributable to third-party investors’ interests during the six months ended June 30, 2014 (in thousands): | ||||
Non-controlling interest at December 31, 2013 | $ | 2,660,375 | ||
Distributions to Cheniere Partners’ non-controlling interest | (38,350 | ) | ||
Dividends to Cheniere Holdings’ non-controlling interest | (1,294 | ) | ||
Net loss attributable to non-controlling interest | (103,317 | ) | ||
Non-controlling interest at June 30, 2014 | $ | 2,517,414 | ||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities | ' | ||||||||
As of June 30, 2014 and December 31, 2013, accrued liabilities consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued interest expense and related fees | $ | 111,851 | $ | 80,151 | |||||
Payroll | 30,415 | 7,410 | |||||||
LNG liquefaction costs | 168,384 | 83,651 | |||||||
LNG terminal costs | 1,065 | 1,612 | |||||||
Other accrued liabilities | 9,203 | 13,728 | |||||||
Total accrued liabilities | $ | 320,918 | $ | 186,552 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||
As of June 30, 2014 and December 31, 2013, our long-term debt consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long-term debt | |||||||||
2016 Sabine Pass LNG Senior Notes | $ | 1,665,500 | $ | 1,665,500 | |||||
2020 Sabine Pass LNG Senior Notes | 420,000 | 420,000 | |||||||
2021 Sabine Pass Liquefaction Senior Notes | 2,000,000 | 2,000,000 | |||||||
2022 Sabine Pass Liquefaction Senior Notes | 1,000,000 | 1,000,000 | |||||||
2023 Sabine Pass Liquefaction Senior Notes | 1,500,000 | 1,000,000 | |||||||
2024 Sabine Pass Liquefaction Senior Notes | 2,000,000 | — | |||||||
2013 Liquefaction Credit Facilities | — | 100,000 | |||||||
CTPL Credit Facility | 400,000 | 400,000 | |||||||
Total long-term debt | 8,985,500 | 6,585,500 | |||||||
Long-term debt premium (discount) | |||||||||
2016 Sabine Pass LNG Senior Notes | (11,345 | ) | (13,693 | ) | |||||
2021 Sabine Pass Liquefaction Senior Notes | 10,879 | 11,562 | |||||||
2023 Sabine Pass Liquefaction Senior Notes | 7,423 | — | |||||||
CTPL Credit Facility | (4,607 | ) | (7,096 | ) | |||||
Total long-term debt, net | $ | 8,987,850 | $ | 6,576,273 | |||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | |||||||||||||||||||||||||||||||
Fair Value of Derivative Assets and Liabilities | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value of our derivative assets and liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, which are classified as prepaid expenses and other, non-current derivative assets and other current liabilities in our Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
Quoted Prices in Active Markets | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | Quoted Prices in Active Markets | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | $ | — | $ | 10 | $ | — | $ | 10 | $ | — | $ | (171 | ) | $ | — | $ | (171 | ) | ||||||||||||||
Fuel Derivatives asset | — | 97 | — | 97 | — | 126 | — | 126 | ||||||||||||||||||||||||
Term Gas Supply Derivatives | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Interest Rate Derivatives asset | — | 7,130 | — | 7,130 | — | 84,639 | — | 84,639 | ||||||||||||||||||||||||
Fair Value of Derivative Instruments by Balance Sheet Location | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value and location of our LNG Inventory Derivatives and Fuel Derivatives on our Consolidated Balance Sheets: | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | Prepaid expenses and other | $ | 10 | $ | (171 | ) | ||||||||||||||||||||||||||
Fuel Derivatives asset | Prepaid expenses and other | 97 | 126 | |||||||||||||||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | ' | |||||||||||||||||||||||||||||||
At June 30, 2014, Sabine Pass Liquefaction 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 - Not Designated | $20.0 million | $2.5 billion | August 14, 2012 | July 31, 2019 | 1.98% | One-month LIBOR | ||||||||||||||||||||||||||
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) details the effect of our Interest Rate Derivatives included in Other Comprehensive Income (“OCI”) and AOCI for the three months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Gain (Loss) in Other Comprehensive Income | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (5,806 | ) | |||||||||||||||||||
Interest Rate Derivatives - Settlements | — | — | — | — | — | (167 | ) | |||||||||||||||||||||||||
The following table (in thousands) details the effect of our Interest Rate Derivatives included in OCI and AOCI for the six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Gain (Loss) in Other Comprehensive Income | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | — | $ | 21,297 | $ | — | $ | — | $ | — | $ | (5,806 | ) | |||||||||||||||||||
Interest Rate Derivatives - Settlements | — | (30 | ) | — | — | — | (167 | ) | ||||||||||||||||||||||||
Derivative Gross Presentation on Consolidated Balance Sheets | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: | ||||||||||||||||||||||||||||||||
Gross Amounts Recognized | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | Gross Amounts Not Offset in the Consolidated Balance Sheets | |||||||||||||||||||||||||||||
Offsetting Derivative Assets (Liabilities) | Derivative Instrument | Cash Collateral Received (Paid) | Net Amount | |||||||||||||||||||||||||||||
As of June 30, 2014: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | $ | 10 | $ | — | $ | 10 | $ | — | $ | — | $ | 10 | ||||||||||||||||||||
Fuel Derivatives | 97 | — | 97 | — | — | 97 | ||||||||||||||||||||||||||
Term Gas Supply Derivatives | — | — | — | — | — | — | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 20,236 | — | 20,236 | — | — | 20,236 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (13,106 | ) | — | (13,106 | ) | — | — | (13,106 | ) | |||||||||||||||||||||||
As of December 31, 2013: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | (171 | ) | (171 | ) | — | — | — | — | ||||||||||||||||||||||||
Fuel Derivatives | 126 | — | 126 | — | — | 126 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 98,123 | — | 98,123 | — | — | 98,123 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (13,484 | ) | — | (13,484 | ) | — | — | (13,484 | ) | |||||||||||||||||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the carrying amount and estimated fair value of our other financial instruments: | ||||||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||||||||||||||||
2016 Sabine Pass LNG Senior Notes, net of discount (1) | $ | 1,654,155 | $ | 1,819,570 | $ | 1,651,807 | $ | 1,868,607 | ||||||||||||||||||||||||
2020 Sabine Pass LNG Senior Notes (1) | 420,000 | 452,550 | 420,000 | 432,600 | ||||||||||||||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 2,010,879 | 2,126,504 | 2,011,562 | 1,961,273 | ||||||||||||||||||||||||||||
2022 Sabine Pass Liquefaction Senior Notes (1) | 1,000,000 | 1,087,500 | 1,000,000 | 982,500 | ||||||||||||||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 1,507,423 | 1,571,489 | 1,000,000 | 935,000 | ||||||||||||||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes (1) | 2,000,000 | 2,085,000 | — | — | ||||||||||||||||||||||||||||
2013 Liquefaction Credit Facilities (2) | — | — | 100,000 | 100,000 | ||||||||||||||||||||||||||||
CTPL Credit Facility, net of discount (3) | 395,393 | 400,000 | 392,904 | 400,000 | ||||||||||||||||||||||||||||
-1 | The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on June 30, 2014 and December 31, 2013, as applicable. | |||||||||||||||||||||||||||||||
-2 | The Level 3 estimated fair value approximates the carrying amount because the interest rates are variable and reflective of market rates and Sabine Pass Liquefaction has the ability to call this debt at any time without penalty. | |||||||||||||||||||||||||||||||
-3 | The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and CTPL has the ability to call this debt at any time without penalty. | |||||||||||||||||||||||||||||||
Marketing and trading revenues (losses) [Member] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our LNG Inventory Derivatives and Fuel Derivatives recorded in marketing and trading revenues (losses) on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives gain | $ | 188 | $ | 892 | $ | 372 | $ | 368 | ||||||||||||||||||||||||
Fuel Derivatives loss | (167 | ) | — | (2 | ) | — | ||||||||||||||||||||||||||
Derivative gain (loss), net [Member] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our LNG Inventory Derivatives and Fuel Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives loss | $ | (131 | ) | $ | — | $ | (575 | ) | $ | — | ||||||||||||||||||||||
Fuel Derivatives gain (loss) | 75 | (504 | ) | 317 | 11 | |||||||||||||||||||||||||||
Interest Rate Contract [Member] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | |||||||||||||||||||||||||||||||
Fair Value of Derivative Instruments by Balance Sheet Location | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value of our Interest Rate Derivatives: | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Non-current derivative assets | $ | 20,236 | $ | 98,123 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Other current liabilities | (13,106 | ) | (13,484 | ) | |||||||||||||||||||||||||||
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Derivative gain (loss), net [Member] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | |||||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | ' | |||||||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives - Not Designated recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | $ | (60,122 | ) | $ | 101,263 | $ | (94,601 | ) | $ | 83,279 | ||||||||||||||||||||||
Net_Loss_Per_Share_Attributabl1
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
The following table reconciles basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2014 and 2013 (in thousands, except for loss per share): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 223,602 | 217,397 | 223,406 | 216,520 | ||||||||||||
Dilutive common stock options (1) | — | — | — | — | ||||||||||||
Diluted | 223,602 | 217,397 | 223,406 | 216,520 | ||||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.90 | ) | $ | (0.71 | ) | $ | (1.34 | ) | $ | (1.26 | ) | ||||
-1 | Stock options and unvested stock of 14.5 million shares and 19.1 million shares for the three months ended June 30, 2014 and 2013, respectively, and 14.4 million shares and 16.6 million shares for the six months ended June 30, 2014 and 2013, respectively, representing securities that could potentially dilute basic EPS in the future were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. |
Business_Segment_Information_T
Business Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
The following table summarizes revenues (losses), loss from operations and total assets for each of our reporting segments (in thousands): | ||||||||||||||||
Segments | ||||||||||||||||
LNG Terminal | LNG & Natural Gas Marketing | Corporate and Other (1) | Total | |||||||||||||
Consolidation | ||||||||||||||||
As of or for the Three Months Ended June 30, 2014 | ||||||||||||||||
Revenues from external customers (2) | $ | 66,841 | $ | 324 | $ | 480 | $ | 67,645 | ||||||||
Intersegment revenues (losses) (3) (4) | 734 | 1,900 | (2,634 | ) | — | |||||||||||
Depreciation | 14,810 | 109 | 2,379 | 17,298 | ||||||||||||
Loss from operations | (20,607 | ) | (14,907 | ) | (26,621 | ) | (62,135 | ) | ||||||||
Interest expense, net | (43,895 | ) | — | 106 | (43,789 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (234,123 | ) | (15,189 | ) | (31,314 | ) | (280,626 | ) | ||||||||
Stock-based compensation | 3,512 | 2,421 | 22,686 | 28,619 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 10,861,606 | 63,020 | 934,669 | 11,859,295 | ||||||||||||
Expenditures for additions to long-lived assets | 809,658 | 471 | 6,315 | 816,444 | ||||||||||||
As of or for the Three Months Ended June 30, 2013 | ||||||||||||||||
Revenues from external customers (2) | $ | 66,426 | $ | 416 | $ | 335 | $ | 67,177 | ||||||||
Intersegment revenues (losses) (3) (4) | 795 | 11,898 | (12,693 | ) | — | |||||||||||
Depreciation | 14,444 | 251 | 478 | 15,173 | ||||||||||||
Loss from operations | (48,230 | ) | (21,795 | ) | (66,253 | ) | (136,278 | ) | ||||||||
Interest expense, net | (49,350 | ) | — | 7,334 | (42,016 | ) | ||||||||||
Income (loss) before income taxes and non-controlling interest (5) | 330,525 | (21,951 | ) | (471,456 | ) | (162,882 | ) | |||||||||
Stock-based compensation | 13,042 | 20,578 | 83,775 | 117,395 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 8,162,729 | 62,341 | 357,160 | 8,582,230 | ||||||||||||
Expenditures for additions to long-lived assets | 1,084,233 | (4 | ) | 296 | 1,084,525 | |||||||||||
For the Six Months Ended June 30, 2014 | ||||||||||||||||
Revenues from external customers (2) | $ | 133,260 | $ | 982 | $ | 953 | $ | 135,195 | ||||||||
Intersegment revenues (losses) (3) (4) | 1,506 | 4,074 | (5,580 | ) | — | |||||||||||
Depreciation | 29,216 | 261 | 3,296 | 32,773 | ||||||||||||
Loss from operations | (28,123 | ) | (26,501 | ) | (55,123 | ) | (109,747 | ) | ||||||||
Interest expense, net | (84,268 | ) | — | 209 | (84,059 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (311,477 | ) | (26,916 | ) | (64,486 | ) | (402,879 | ) | ||||||||
Stock-based compensation | 6,562 | 8,931 | 50,824 | 66,317 | ||||||||||||
Expenditures for additions to long-lived assets | 1,469,437 | 785 | 32,225 | 1,502,447 | ||||||||||||
For the Six Months Ended June 30, 2013 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 132,487 | $ | (148 | ) | $ | 744 | $ | 133,083 | |||||||
Intersegment revenues (losses) (3) (4) | 1,364 | 11,305 | (12,669 | ) | — | |||||||||||
Depreciation | 28,824 | 500 | 962 | 30,286 | ||||||||||||
Loss from operations | (54,054 | ) | (42,462 | ) | (107,216 | ) | (203,732 | ) | ||||||||
Interest expense, net | (101,266 | ) | — | 18,988 | (82,278 | ) | ||||||||||
Income (loss) before income taxes and non-controlling interest (5) | 255,643 | (42,607 | ) | (500,626 | ) | (287,590 | ) | |||||||||
Stock-based compensation | 19,330 | 31,640 | 132,437 | 183,407 | ||||||||||||
Expenditures for additions to long-lived assets | 1,640,808 | (4 | ) | 904 | 1,641,708 | |||||||||||
-1 | Includes corporate activities, oil and gas exploration, development and exploitation, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column due to the lack of a material impact that these activities have on our consolidated financial statements. | |||||||||||||||
-2 | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal and international revenue allocations using a cost plus transfer pricing methodology. | |||||||||||||||
-3 | Intersegment revenues primarily related to our LNG terminal segment are from tug revenues from Cheniere Marketing. These LNG terminal segment intersegment revenues are eliminated with intersegment losses in our Consolidated Statements of Operations. | |||||||||||||||
-4 | Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology and from Cheniere Marketing’s tug costs. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations. | |||||||||||||||
-5 | Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | ||||||||
The following table provides supplemental disclosure of cash flow information (in thousands): | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ | 49,219 | $ | 9,347 | |||||
LNG terminal costs funded with accounts payable and accrued liabilities | 286,388 | 450,767 | |||||||
Restricted_Cash_and_Cash_Equiv1
Restricted Cash and Cash Equivalents (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | 31-May-13 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Other Contractual Restrictions [Member] | Other Contractual Restrictions [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Cheniere Creole Trail Pipeline LP [Member] | Cheniere Creole Trail Pipeline LP [Member] | Sabine Pass LNG and Cheniere Partners [Member] | Sabine Pass LNG and Cheniere Partners [Member] | Sabine Pass LNG Senior Notes [Member] | 2016 Sabine Pass LNG Senior Notes [Member] | 2016 Sabine Pass LNG Senior Notes [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | 2012 Liquefaction Credit Facility [Member] | 2013 Liquefaction Credit Facilities [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | 2022 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2024 Sabine Pass Liquefaction Senior Notes [Member] | Creole Trail Pipeline Credit Facility [Member] | |||
Senior Notes Interest Payments [Member] | Senior Notes Interest Payments [Member] | Debt Service Reserve Fund [Member] | Debt Service Reserve Fund [Member] | Construction Activities [Member] | Construction Activities [Member] | Construction And Interest Payments [Member] | Construction And Interest Payments [Member] | Subsidiary Cash [Member] | Subsidiary Cash [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass LNG, LP [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Cheniere Creole Trail Pipeline LP [Member] | |||||
Rate | |||||||||||||||||||||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,665,500,000 | $1,665,500,000 | $420,000,000 | $420,000,000 | ' | ' | ' | $2,000,000,000 | $1,000,000,000 | $1,500,000,000 | $1,000,000,000 | $1,000,000,000 | $2,000,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | 6.50% | ' | ' | ' | ' | 5.63% | 6.25% | 5.63% | ' | ' | 5.75% | ' |
Debt Instrument, Increase (Decrease), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | 500,000,000 | ' | ' | ' | ' |
Debt Instrument, Fixed Charge, Coverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current restricted cash and cash equivalents | 670,659,000 | 598,064,000 | 5,400,000 | 19,400,000 | 15,000,000 | 15,000,000 | ' | ' | 312,400,000 | 192,100,000 | 30,400,000 | 20,500,000 | 307,500,000 | 351,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-current restricted cash and cash equivalents | 1,855,769,000 | 1,031,399,000 | 6,300,000 | 6,300,000 | ' | ' | 76,100,000 | 76,100,000 | 1,752,300,000 | 867,600,000 | 21,000,000 | 81,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,600,000,000 | $5,900,000,000 | ' | ' | ' | ' | ' | ' | ' | $400,000,000 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, net | $7,933,868 | $6,454,399 |
LNG terminal costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation | -320,441 | -292,434 |
Property, plant and equipment, net | 7,877,332 | 6,438,541 |
LNG terminal [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 2,248,055 | 2,234,796 |
LNG terminal construction-in-process [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 5,943,211 | 4,489,668 |
LNG site and related costs, net [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 6,507 | 6,511 |
Fixed assets and other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation | -27,742 | -32,771 |
Property, plant and equipment, net | 56,536 | 15,858 |
Computer and office equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 4,242 | 8,115 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 5,306 | 4,319 |
Computer software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 12,212 | 13,504 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 7,242 | 7,303 |
Other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $55,276 | $15,388 |
NonControlling_Interest_Detail
Non-Controlling Interest (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' |
Non-controlling interest | $2,517,414 | ' | $2,517,414 | ' | $2,660,375 |
Distributions and dividends to non-controlling interest holders | ' | ' | -39,644 | ' | ' |
Net loss attributable to non-controlling interest | -78,782 | -9,140 | -103,317 | -16,664 | ' |
Cheniere Energy Partners, LP [Member] | ' | ' | ' | ' | ' |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' |
Distributions and dividends to non-controlling interest holders | ' | ' | -38,350 | ' | ' |
Net loss attributable to non-controlling interest | ' | ' | -103,317 | ' | ' |
Cheniere Energy Partners LP Holdings, LLC [Member] | ' | ' | ' | ' | ' |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' |
Distributions and dividends to non-controlling interest holders | ' | ' | ($1,294) | ' | ' |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (Cheniere Energy Partners, LP [Member], USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2012 | Aug. 31, 2012 | 31-May-12 | Jun. 30, 2014 | Jun. 30, 2014 |
Director Appointment Entitlement Minimum [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | Blackstone CQP Holdco LP [Member] | Blackstone CQP Holdco LP [Member] | Blackstone CQP Holdco LP [Member] | Limited Partner [Member] | General Partner [Member] | |
Class B Unit [Member] | Common Units [Member] | Class B Unit [Member] | Subordinated Units [Member] | Class B Unit [Member] | Class B Unit [Member] | Class B Unit [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | ||
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in Subsidiary | 20.00% | ' | ' | ' | ' | ' | ' | 47.20% | ' |
Limited Partners' Capital Account, Units Outstanding | 50,000,000 | 11,963,488 | 45,333,334 | 135,383,831 | ' | ' | ' | ' | ' |
General partner interest | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% |
Partners' Capital Account, Units, Sold in Private Placement | ' | ' | ' | ' | 66,700,000 | 33,300,000 | 100,000,000 | ' | ' |
Price per Common Unit | ' | ' | ' | ' | ' | ' | $15 | ' | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Accrued interest expense and related fees | $111,851 | $80,151 |
Payroll | 30,415 | 7,410 |
LNG liquefaction costs | 168,384 | 83,651 |
LNG terminal costs | 1,065 | 1,612 |
Other accrued liabilities | 9,203 | 13,728 |
Total accrued liabilities | $320,918 | $186,552 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | $8,985,500,000 | ' | $8,985,500,000 | ' | $6,585,500,000 |
Total long-term debt, net | 8,987,850,000 | ' | 8,987,850,000 | ' | 6,576,273,000 |
Interest costs incurred | 140,400,000 | 101,400,000 | 269,000,000 | 177,000,000 | ' |
Interest costs capitalized and deferred | 96,600,000 | 59,400,000 | 184,900,000 | 94,700,000 | ' |
2016 Sabine Pass LNG Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 1,665,500,000 | ' | 1,665,500,000 | ' | 1,665,500,000 |
Debt Instrument, Unamortized Discount | -11,345,000 | ' | -11,345,000 | ' | -13,693,000 |
2020 Sabine Pass LNG Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 420,000,000 | ' | 420,000,000 | ' | 420,000,000 |
2021 Sabine Pass Liquefaction Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 2,000,000,000 | ' | 2,000,000,000 | ' | 2,000,000,000 |
Debt Instrument, Unamortized Premium | 10,879,000 | ' | 10,879,000 | ' | 11,562,000 |
2022 Sabine Pass Liquefaction Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 1,000,000,000 | ' | 1,000,000,000 | ' | 1,000,000,000 |
2023 Sabine Pass Liquefaction Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 1,500,000,000 | ' | 1,500,000,000 | ' | 1,000,000,000 |
Debt Instrument, Unamortized Premium | 7,423,000 | ' | 7,423,000 | ' | 0 |
2024 Sabine Pass Liquefaction Senior Notes [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 2,000,000,000 | ' | 2,000,000,000 | ' | 0 |
2013 Liquefaction Credit Facilities [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 0 | ' | 0 | ' | 100,000,000 |
Creole Trail Pipeline Credit Facility [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Gross | 400,000,000 | ' | 400,000,000 | ' | 400,000,000 |
Debt Instrument, Unamortized Discount | ($4,607,000) | ' | ($4,607,000) | ' | ($7,096,000) |
LongTerm_Debt_Sabine_Pass_LNG_
Long-Term Debt - Sabine Pass LNG Senior Notes (Details) (Sabine Pass LNG, LP [Member], USD $) | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Sabine Pass LNG Senior Notes [Member] | Sabine Pass LNG Senior Notes [Member] | 2016 Sabine Pass LNG Senior Notes [Member] | 2016 Sabine Pass LNG Senior Notes [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | |
Period prior to November 1, 2015 [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $1,665,500,000 | $1,665,500,000 | $420,000,000 | $420,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 7.50% | ' | 6.50% | ' | ' |
Debt Instrument, Redemption Price, Percentage | ' | ' | 100.00% | ' | ' | ' | 106.50% |
Percentage of debt principal additional for redemption | ' | ' | 1.00% | ' | ' | ' | ' |
Debt Instrument, Redemption Price, Percentage of Principal Amount that May Be Redeemed | ' | ' | ' | ' | ' | ' | 35.00% |
Discount rate over Treasury Rate to calculate fair value ratio of redemption price | ' | ' | 0.50% | ' | ' | ' | ' |
Debt redemption period from equity offering closing date | ' | ' | ' | ' | '180 days | ' | ' |
Debt Instrument, Original Principal Remaining Requirement of Redemption, Percentage | ' | ' | ' | ' | 65.00% | ' | ' |
Distributions to limited partner | $173,000,000 | $149,100,000 | ' | ' | ' | ' | ' |
LongTerm_Debt_Sabine_Pass_Liqu
Long-Term Debt - Sabine Pass Liquefaction Senior Notes (Details) (USD $) | 6 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | |
Sabine Pass Liquefaction Senior Notes [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | 2022 Sabine Pass Liquefaction Senior Notes [Member] | 2022 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2024 Sabine Pass Liquefaction Senior Notes [Member] | |
Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | ||
Rate | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | $2,000,000,000 | ' | $1,000,000,000 | $1,500,000,000 | $1,000,000,000 | $1,000,000,000 | $2,000,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | 5.63% | ' | 6.25% | 5.63% | ' | ' | 5.75% |
Debt Instrument, Fixed Charge, Coverage Ratio Period | '12 months | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fixed Charge, Coverage Ratio | 1.25 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption Price, Percentage | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Period Allowed After Debt Issuance For SEC Registration | ' | ' | '360 days | ' | ' | ' | ' | ' |
LongTerm_Debt_2013_Liquefactio
Long-Term Debt - 2013 Liquefaction Credit Facilities (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 31-May-14 | Nov. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2013 Liquefaction Credit Facilities [Member] | 2022 Sabine Pass Liquefaction Senior Notes [Member] | 2024 And Additional 2023 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Minimum [Member] | Construction [Member] | Construction [Member] | Operations [Member] | Operations [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | ||||||
Sabine Pass Liquefaction [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||
Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,900,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease), Net | ' | ' | ' | ' | -2,100,000,000 | -885,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Available Commitments | ' | ' | ' | ' | ' | ' | ' | 2,700,000,000 | 4,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Description of Variable Rate Basis | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.30% | 3.00% | 2.30% | 3.25% | ' | ' |
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | ' | 144,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amortization Period | ' | ' | ' | ' | ' | ' | ' | '18 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Debt Hedged by Interest Rate Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' |
Proceeds from issuances of long-term debt | ' | ' | 2,584,500,000 | 3,504,478,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 978,000,000 | 2,500,000,000 |
Loss on early extinguishment of debt | $114,335,000 | $80,510,000 | $114,335,000 | $80,510,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43,300,000 | $114,300,000 |
LongTerm_Debt_2012_Liquefactio
Long-Term Debt - 2012 Liquefaction Credit Facility (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 30, 2013 | Jun. 30, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | |
Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Sabine Pass Liquefaction [Member] | Minimum [Member] | |||||
2012 Liquefaction Credit Facility [Member] | 2012 Liquefaction Credit Facility [Member] | 2012 Liquefaction Credit Facility [Member] | 2012 Liquefaction Credit Facility [Member] | 2012 Liquefaction Credit Facility [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | Sabine Pass Liquefaction [Member] | |||||
Construction [Member] | Operations [Member] | 2012 Liquefaction Credit Facility [Member] | |||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | 3.50% | 3.75% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Debt Hedged by Interest Rate Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% |
Debt Instrument, Increase (Decrease), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | 500,000,000 | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000,000 | 1,500,000,000 | 1,000,000,000 | 1,000,000,000 | ' |
Line of Credit Facility, Increase (Decrease), Net | ' | ' | ' | ' | -1,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of debt issuance costs | $114,335,000 | $80,510,000 | $114,335,000 | $80,510,000 | ' | $80,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_CTPL_Credit_Faci
Long-Term Debt - CTPL Credit Facility (Details) (Creole Trail Pipeline Credit Facility [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 31-May-13 |
Cheniere Creole Trail Pipeline LP [Member] | Cheniere Creole Trail Pipeline LP [Member] | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Direct lender fees recorded as debt discount | $4,607,000 | $7,096,000 | ' | $10,000,000 |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | $400,000,000 | ' |
Debt Instrument, Description of Variable Rate Basis | ' | ' | 'LIBOR | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 3.25% | ' |
LongTerm_Debt_Sabine_Pass_Liqu1
Long-Term Debt - Sabine Pass Liquefaction LC Agreement (Details) (Sabine Pass Liquefaction [Member], USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Sabine Pass Liquefaction LC Agreement [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Letter of Credit and Reimbursement Agreement | $325 |
Letter of Credit, Interest Rate | 2.00% |
Unissued Portion [Member] | Sabine Pass Liquefaction LC Agreement [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Letter of Credit, Commitment Fee Percentage | 0.75% |
Undrawn Portion [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Letters of Credit Outstanding, Amount | $3.80 |
Undrawn Portion [Member] | Sabine Pass Liquefaction LC Agreement [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Letter of Credit, Commitment Fee Percentage | 2.50% |
Financial_Instruments_Financia
Financial Instruments Financial Instruments - Narrative (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||||||
31-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
2013 Liquefaction Credit Facilities [Member] | Fuel Derivative or LNG Inventory Derivative [Member] | Fuel Derivative or LNG Inventory Derivative [Member] | Term Gas Supply Derivatives [Member] | Term Gas Supply Derivatives [Member] | Term Gas Supply Derivatives [Member] | Term Gas Supply Derivatives [Member] | Interest Rate Contract [Member] | Interest Rate Contract [Member] | Interest Rate Contract [Member] | |
Other Current Assets [Member] | Other Current Assets [Member] | Minimum [Member] | Maximum [Member] | Derivative gain (loss), net [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Collateral, Right to Reclaim Cash | ' | $5,900,000 | $5,900,000 | $0 | ' | ' | ' | ' | ' | ' |
Derivative, Term of Contract | ' | ' | ' | ' | ' | '1 year | '7 years | ' | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | ' | ' | ' | 0 | 0 | ' | ' | 7,130,000 | 84,639,000 | ' |
Derivative, Gain (Loss) on Derivative, Net | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 9,300,000 |
Derivative, Notional Amount, in MMBtu | ' | ' | ' | 1,887,000,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease), Net | ($2,100,000,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial_Instruments_Financia1
Financial Instruments Financial Instruments - Fair Value of Derivative Assets and Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
LNG Inventory Derivatives [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | $10 | ($171) |
LNG Inventory Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
LNG Inventory Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 10 | -171 |
LNG Inventory Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fuel Derivatives [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 126 |
Fuel Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fuel Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 126 |
Fuel Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Term Gas Supply Derivatives [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Term Gas Supply Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Term Gas Supply Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Term Gas Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Interest Rate Contract [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 7,130 | 84,639 |
Interest Rate Contract [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Interest Rate Contract [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 7,130 | 84,639 |
Interest Rate Contract [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | $0 | $0 |
Financial_Instruments_Financia2
Financial Instruments Financial Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Interest Rate Contract [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | $7,130 | $84,639 |
LNG Inventory Derivatives [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 10 | -171 |
LNG Inventory Derivatives [Member] | Prepaid Expenses And Other [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 10 | -171 |
Fuel Derivatives [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 126 |
Fuel Derivatives [Member] | Prepaid Expenses And Other [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 126 |
Not Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Noncurrent Derivative Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Interest Rate Derivative Assets, at Fair Value | 20,236 | 98,123 |
Not Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Other Current Liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Interest Rate Derivative Liabilities, at Fair Value | ($13,106) | ($13,484) |
Financial_Instruments_Financia3
Financial Instruments Financial Instruments - Derivative Instruments, Gain (Loss) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
LNG Inventory Derivatives [Member] | Derivative gain (loss), net [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | ($131,000) | $0 | ($575,000) | $0 |
LNG Inventory Derivatives [Member] | Marketing and trading revenues (losses) [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | 188,000 | 892,000 | 372,000 | 368,000 |
Fuel Derivatives [Member] | Derivative gain (loss), net [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | 75,000 | -504,000 | 317,000 | 11,000 |
Fuel Derivatives [Member] | Revenues [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | -167,000 | 0 | -2,000 | 0 |
Interest Rate Contract [Member] | Derivative gain (loss), net [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | 9,300,000 | ' | ' | ' |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | ($60,122,000) | $101,263,000 | ($94,601,000) | $83,279,000 |
Financial_Instruments_Financia4
Financial Instruments Financial Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) (Sabine Pass Liquefaction [Member], Not Designated as Hedging Instrument [Member], Interest Rate Contract [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Derivative [Line Items] | ' |
Notional Amount of Interest Rate Derivatives | $20,000,000 |
Derivative, Effective Date | 14-Aug-12 |
Derivative, Maturity Date | 31-Jul-19 |
Derivative, Weighted Average Fixed Interest Rate Paid | 1.98% |
Derivative, Variable Interest Rate Received | 'One-month LIBOR |
Maximum [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount of Interest Rate Derivatives | $2,500,000,000 |
Financial_Instruments_Financia5
Financial Instruments Financial Instruments - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) (Interest Rate Contract [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) in Other Comprehensive Income | $0 | $0 | $0 | ($30) |
Derivative Instruments, Gain (Loss) Reclassified from AOCI into Interest Expenese (Effective Portion) | 0 | 0 | 0 | 0 |
Derivative Instruments, Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | 0 | -167 | 0 | -167 |
Designated as Hedging Instrument [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) in Other Comprehensive Income | 0 | 0 | 0 | 21,297 |
Derivative Instruments, Gain (Loss) Reclassified from AOCI into Interest Expenese (Effective Portion) | 0 | 0 | 0 | 0 |
Derivative Instruments, Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | $0 | ($5,806) | $0 | ($5,806) |
Financial_Instruments_Financia6
Financial Instruments Financial Instruments - Derivative Gross Presentation on Consolidated Balance Sheets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
LNG Inventory Derivatives [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Asset, Gross Amounts Recognized | $10 | ' |
Derivative Liability, Gross Amounts Recognized | ' | -171 |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | ' |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | ' | -171 |
Net Amounts Presented in our Balance Sheets | 10 | 0 |
Derivative Asset, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | 0 | ' |
Derivative Liability, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | ' | 0 |
Gross Amount Not Offset in our Balance Sheets - Cash Collateral Received (Paid) | 0 | 0 |
Derivative Asset, Net Amount | 10 | ' |
Derivative Liability, Net Amount | ' | 0 |
Fuel Derivatives [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Asset, Gross Amounts Recognized | 97 | 126 |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | 0 |
Net Amounts Presented in our Balance Sheets | 97 | 126 |
Derivative Asset, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | 0 | 0 |
Gross Amount Not Offset in our Balance Sheets - Cash Collateral Received (Paid) | 0 | 0 |
Derivative Asset, Net Amount | 97 | 126 |
Term Gas Supply Derivatives [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Asset, Gross Amounts Recognized | 0 | ' |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | ' |
Net Amounts Presented in our Balance Sheets | 0 | ' |
Derivative Asset, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | 0 | ' |
Gross Amount Not Offset in our Balance Sheets - Cash Collateral Received (Paid) | 0 | ' |
Derivative Asset, Net Amount | 0 | ' |
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Asset, Gross Amounts Recognized | 20,236 | 98,123 |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | 0 |
Net Amounts Presented in our Balance Sheets | 20,236 | 98,123 |
Derivative Asset, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | 0 | 0 |
Gross Amount Not Offset in our Balance Sheets - Cash Collateral Received (Paid) | 0 | 0 |
Derivative Asset, Net Amount | 20,236 | 98,123 |
Interest Rate Contract 2 [Member] | Not Designated as Hedging Instrument [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative Liability, Gross Amounts Recognized | -13,106 | -13,484 |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | 0 | 0 |
Net Amounts Presented in our Balance Sheets | -13,106 | -13,484 |
Derivative Liability, Gross Amount Not Offset in our Balance Sheets - Derivative Instrument | 0 | 0 |
Gross Amount Not Offset in our Balance Sheets - Cash Collateral Received (Paid) | 0 | 0 |
Derivative Liability, Net Amount | ($13,106) | ($13,484) |
Financial_Instruments_Financia7
Financial Instruments Financial Instruments - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | $8,987,850 | $6,576,273 | ||
2016 Sabine Pass LNG Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 1,654,155 | 1,651,807 | ||
2016 Sabine Pass LNG Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 1,819,570 | [1] | 1,868,607 | [1] |
2020 Sabine Pass LNG Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 420,000 | 420,000 | ||
2020 Sabine Pass LNG Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 452,550 | [1] | 432,600 | [1] |
2021 Sabine Pass Liquefaction Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 2,010,879 | 2,011,562 | ||
2021 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 2,126,504 | [1] | 1,961,273 | [1] |
2022 Sabine Pass Liquefaction Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 1,000,000 | 1,000,000 | ||
2022 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 1,087,500 | [1] | 982,500 | [1] |
2023 Sabine Pass Liquefaction Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 1,507,423 | 1,000,000 | ||
2023 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 1,571,489 | [1] | 935,000 | [1] |
2024 Sabine Pass Liquefaction Senior Notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 2,000,000 | 0 | ||
2024 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Notes Payable, Fair Value Disclosure | 2,085,000 | [1] | 0 | [1] |
2013 Liquefaction Credit Facilities [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 0 | 100,000 | ||
2013 Liquefaction Credit Facilities [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Lines of Credit, Fair Value Disclosure | 0 | [2] | 100,000 | [2] |
Creole Trail Pipeline Credit Facility [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Carrying Amount, Long-term debt | 395,393 | 392,904 | ||
Creole Trail Pipeline Credit Facility [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ||
Lines of Credit, Fair Value Disclosure | $400,000 | [3] | $400,000 | [3] |
[1] | The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on June 30, 2014 and December 31, 2013, as applicable. | |||
[2] | The Level 3 estimated fair value approximates the carrying amount because the interest rates are variable and reflective of market rates and Sabine Pass Liquefaction has the ability to call this debt at any time without penalty. | |||
[3] | The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and CTPL has the ability to call this debt at any time without penalty. |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax expense | $84 | $1,022 | $176 | $942 |
Net_Loss_Per_Share_Attributabl2
Net Loss Per Share Attributable to Common Stockholders (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ||||
Weighted Average Number of Shares Outstanding, Basic | 223,602,000 | 217,397,000 | 223,406,000 | 216,520,000 | ||||
Dilutive common stock options | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Weighted Average Number of Shares Outstanding, Diluted | 223,602,000 | 217,397,000 | 223,406,000 | 216,520,000 | ||||
Basic and diluted net loss per share attributable to common stockholders | ($0.90) | ($0.71) | ($1.34) | ($1.26) | ||||
Stock options, warrants and unvested stock [Member] | ' | ' | ' | ' | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ||||
Antidilutive securities excluded from computation of earnings per share | 14,500,000 | 19,100,000 | 14,400,000 | 16,600,000 | ||||
[1] | Stock options and unvested stock of 14.5 million shares and 19.1 million shares for the three months ended June 30, 2014 and 2013, respectively, and 14.4 million shares and 16.6 million shares for the six months ended June 30, 2014 and 2013, respectively, representing securities that could potentially dilute basic EPS in the future were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 01, 2013 | Jan. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Dec. 12, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | 22-May-13 | Dec. 06, 2013 | 28-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
1997 Stock Option Plan [Member] | 2003 Stock Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Closing of financing and issuing of notice to proceed [Member] | First anniversary of issuance of notice to proceed [Member] | Second anniversary of issuance of notice to proceed [Member] | Third anniversary of issuance of notice to proceed [Member] | Fourth anniversary of issuance of notice to proceed [Member] | Average 120-day closing stock price is $25 per share [Member] | Average 120-day closing stock price is $35 per share [Member] | First performance milestone achieved upon closing of 2013 Sabine Pass Liquefaction Credit Facilities [Member] | Payment of 60% of total cost for EPC Contract (Train 3 and Train 4) [Member] | Substantial completion of construction of Train 4 [Member] | First anniversary of substantial completion of construction of Train 4 [Member] | |||||
Employee Stock Option [Member] | Restricted Stock [Member] | Cash and Cash Equivalents [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | |||||||||
Installment_vestings | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | 5 | 21 | 35 | 35 | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation, net of capitalization | $26,100,000 | $112,400,000 | $62,013,000 | $176,123,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation capitalized during period | 2,500,000 | 5,000,000 | 4,300,000 | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 203,500,000 | ' | 203,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '2 years 338 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options | 2,600,000 | 0 | 6,265,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | 0 | ' | 10,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Awards Under Long Term Compensation Arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Vesting Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 10.00% | 15.00% | 15.00% | 25.00% | 50.00% | 50.00% | 30.00% | 20.00% | 20.00% | 30.00% |
Share price hurdle for award vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | $35 | ' | ' | ' | ' |
Percentage of total cost of the EPC Contract (Trains 3 and 4) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues (losses) from external customers | $67,645 | [1] | $67,177 | [1] | $135,195 | [1] | $133,083 | [1] | ' |
Intersegment revenues (losses) | 0 | [2],[3] | 0 | [2],[3] | 0 | [2],[3] | 0 | [2],[3] | ' |
Depreciation | 17,298 | 15,173 | 32,773 | 30,286 | ' | ||||
Loss from operations | -62,135 | -136,278 | -109,747 | -203,732 | ' | ||||
Interest expense, net | -43,789 | -42,016 | -84,059 | -82,278 | ' | ||||
Income (loss) before income taxes and non-controlling interest | -280,626 | [4] | -162,882 | [4] | -402,879 | [4] | -287,590 | [4] | ' |
Stock-based compensation | 28,619 | 117,395 | 66,317 | 183,407 | ' | ||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | 76,819 | ||||
Total assets | 11,859,295 | 8,582,230 | 11,859,295 | 8,582,230 | 9,673,237 | ||||
Expenditures for additions to long-lived assets | 816,444 | 1,084,525 | 1,502,447 | 1,641,708 | ' | ||||
Sabine Pass LNG terminal [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Number Of LNG Storage Tanks | ' | ' | 5 | ' | ' | ||||
Storage Capacity, in Bcfe | ' | ' | 16.9 | ' | ' | ||||
Number Of Docks | ' | ' | 2 | ' | ' | ||||
Volume of Vessel, in cubic meters | 265,000 | ' | 265,000 | ' | ' | ||||
Regasification capacity, in Bcf/d | 4 | ' | 4 | ' | ' | ||||
LNG terminal business [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues (losses) from external customers | 66,841 | [1] | 66,426 | [1] | 133,260 | [1] | 132,487 | [1] | ' |
Intersegment revenues (losses) | 734 | [2],[3] | 795 | [2],[3] | 1,506 | [2],[3] | 1,364 | [2],[3] | ' |
Depreciation | 14,810 | 14,444 | 29,216 | 28,824 | ' | ||||
Loss from operations | -20,607 | -48,230 | -28,123 | -54,054 | ' | ||||
Interest expense, net | -43,895 | -49,350 | -84,268 | -101,266 | ' | ||||
Income (loss) before income taxes and non-controlling interest | -234,123 | [4] | 330,525 | [4] | -311,477 | [4] | 255,643 | [4] | ' |
Stock-based compensation | 3,512 | 13,042 | 6,562 | 19,330 | ' | ||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | ' | ||||
Total assets | 10,861,606 | 8,162,729 | 10,861,606 | 8,162,729 | ' | ||||
Expenditures for additions to long-lived assets | 809,658 | 1,084,233 | 1,469,437 | 1,640,808 | ' | ||||
LNG and natural gas marketing business [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues (losses) from external customers | 324 | [1] | 416 | [1] | 982 | [1] | -148 | [1] | ' |
Intersegment revenues (losses) | 1,900 | [2],[3] | 11,898 | [2],[3] | 4,074 | [2],[3] | 11,305 | [2],[3] | ' |
Depreciation | 109 | 251 | 261 | 500 | ' | ||||
Loss from operations | -14,907 | -21,795 | -26,501 | -42,462 | ' | ||||
Interest expense, net | 0 | 0 | 0 | 0 | ' | ||||
Income (loss) before income taxes and non-controlling interest | -15,189 | [4] | -21,951 | [4] | -26,916 | [4] | -42,607 | [4] | ' |
Stock-based compensation | 2,421 | 20,578 | 8,931 | 31,640 | ' | ||||
Goodwill | 0 | 0 | 0 | 0 | ' | ||||
Total assets | 63,020 | 62,341 | 63,020 | 62,341 | ' | ||||
Expenditures for additions to long-lived assets | 471 | -4 | 785 | -4 | ' | ||||
Corporate and Other [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Revenues (losses) from external customers | 480 | [1],[5] | 335 | [1],[5] | 953 | [1],[5] | 744 | [1],[5] | ' |
Intersegment revenues (losses) | -2,634 | [2],[3],[5] | -12,693 | [2],[3],[5] | -5,580 | [2],[3],[5] | -12,669 | [2],[3],[5] | ' |
Depreciation | 2,379 | [5] | 478 | [5] | 3,296 | [5] | 962 | [5] | ' |
Loss from operations | -26,621 | [5] | -66,253 | [5] | -55,123 | [5] | -107,216 | [5] | ' |
Interest expense, net | 106 | [5] | 7,334 | [5] | 209 | [5] | 18,988 | [5] | ' |
Income (loss) before income taxes and non-controlling interest | -31,314 | [4],[5] | -471,456 | [4],[5] | -64,486 | [4],[5] | -500,626 | [4],[5] | ' |
Stock-based compensation | 22,686 | [5] | 83,775 | [5] | 50,824 | [5] | 132,437 | [5] | ' |
Goodwill | 0 | [5] | 0 | [5] | 0 | [5] | 0 | [5] | ' |
Total assets | 934,669 | [5] | 357,160 | [5] | 934,669 | [5] | 357,160 | [5] | ' |
Expenditures for additions to long-lived assets | $6,315 | [5] | $296 | [5] | $32,225 | [5] | $904 | [5] | ' |
Cheniere Energy Partners LP Holdings, LLC [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Ownership interest in Subsidiary | 84.50% | ' | 84.50% | ' | ' | ||||
Cheniere Energy Partners, LP [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
General Partner Ownership Interest Percentage | 100.00% | ' | 100.00% | ' | ' | ||||
Cheniere Energy Partners, LP [Member] | Limited Partner [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Equity Method Investment, Ownership Percentage | 55.90% | ' | 55.90% | ' | ' | ||||
[1] | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal and international revenue allocations using a cost plus transfer pricing methodology. | ||||||||
[2] | Intersegment revenues primarily related to our LNG terminal segment are from tug revenues from Cheniere Marketing. These LNG terminal segment intersegment revenues are eliminated with intersegment losses in our Consolidated Statements of Operations. | ||||||||
[3] | Intersegment revenues (losses) related to our LNG and natural gas marketing segment are primarily a result of international revenue allocations using a cost plus transfer pricing methodology and from Cheniere Marketing’s tug costs. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations. | ||||||||
[4] | Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. | ||||||||
[5] | Includes corporate activities, oil and gas exploration, development and exploitation, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column due to the lack of a material impact that these activities have on our consolidated financial statements. |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Cash paid during the year for interest, net of amounts capitalized and deferred | $49,219 | $9,347 |
LNG terminal costs funded with accounts payable and accrued liabilities | $286,388 | $450,767 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) | 3 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Jun. 30, 2014 | Feb. 01, 2013 | Jun. 30, 2014 | Feb. 01, 2013 | Jan. 31, 2013 |
item | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | 2011 Incentive Plan [Member] | |
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' |
Loss Contingency, New Claims Filed, Number | 4 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | 35 | 35 | 10 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | 25 | ' | ' | ' |